Rule2024-08091
Adoption of Updated EDGAR Filer Manual
Primary source
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Published
April 19, 2024
Effective
April 19, 2024
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is adopting amendments to Volume II of the Electronic Data Gathering, Analysis, and Retrieval system Filer Manual ("EDGAR Filer Manual" or "Filer Manual") and related rules and forms. EDGAR Release 24.1 will be deployed in the EDGAR system on March 18, 2024.
Full Text
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<title>Federal Register, Volume 89 Issue 77 (Friday, April 19, 2024)</title>
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[Federal Register Volume 89, Number 77 (Friday, April 19, 2024)]
[Rules and Regulations]
[Pages 28606-28608]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-08091]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11277; 34-99752; 39-2554; IC-35155]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to Volume II of the Electronic Data Gathering,
Analysis, and Retrieval system Filer Manual (``EDGAR Filer Manual'' or
``Filer Manual'') and related rules and forms. EDGAR Release 24.1 will
be deployed in the EDGAR system on March 18, 2024.
DATES: Effective date: April 19, 2024. The incorporation by reference
of the revised Filer Manual is approved by the Director of the Federal
Register as of April 19, 2024.
FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments
to Volume II of the Filer Manual, please contact Rosemary Filou, Deputy
Director and Chief Counsel, Laurita Finch, Senior Special Counsel, or
Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding the Inline eXtensible Business
Reporting Language (``Inline XBRL'') mandate for filing financial
statements and schedules required by Form 11-K, please contact the
Office of Rulemaking in the Division of Corporation Finance at (202)
551-3430. For technical questions concerning Inline XBRL, please
contact the Office of Structured Disclosure in the Division of Economic
and Risk Analysis at (202) 551-5494. For questions regarding the filing
of submission form types 17AD-27 and 17AD-27/A in an Inline XBRL format
that includes the data elements described in Rule 17Ad-27(b)(1) through
[[Page 28607]]
(5), please contact Matthew Lee, Assistant Director, or Seoyeon Park,
Counsel to the Director, in the Division of Trading and Markets; at
(202) 551-5710. For questions regarding the extension of Schedules 13D
and 13G EDGAR filing hours, please contact Nicholas Panos, Senior
Special Counsel, or Valian Afshar, Senior Special Counsel, in the
Division of Corporation Finance at (202) 551-3440. For questions
regarding the Share Repurchase Disclosure Modernization rule (vacated),
please contact Robert Errett, Disclosure Management Office, in the
Division of Corporation Finance at (202) 551-3225 or, for questions
related to the SHR taxonomy, please contact Jim Yu in the Division of
Economic and Risk Analysis, at (202) 551-6845.
SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 69 (March 2024) and amendments to
17 CFR 232.301 (``Rule 301''). The updated Filer Manual is incorporated
by reference into the Code of Federal Regulations.
I. Background
The Filer Manual contains information needed for filers to make
submissions on EDGAR. Filers must comply with the applicable provisions
of the Filer Manual in order to assure the timely acceptance and
processing of filings made in electronic format.\1\ Filers must consult
the Filer Manual in conjunction with our rules governing mandated
electronic filings when preparing documents for electronic submission.
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\1\ See Rule 301 of Regulation S-T.
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II. EDGAR System Changes and Associated Modifications to Volume II of
the Filer Manual
EDGAR is being updated in EDGAR Release 24.1, and corresponding
amendments to Volume II of the Filer Manual are being made to reflect
these changes, as described below.\2\
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\2\ EDGAR Release 24.1 was deployed on [Mar. 18, 2024].
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Inline XBRL Mandate for Financial Statements and Schedules Required by
Form 11-K
On June 2, 2022, the Commission adopted amendments to its rules
governing the electronic filing and submission of documents to require
the use of Inline eXtensible Business Reporting Language (``Inline
XBRL'') for the filing of the financial statements and accompanying
schedules to the financial statements required by Form 11-K.\3\ EDGAR
will be updated to allow filers to file submission form types 11-K, 11-
KT, 11-K/A, and 11-KT/A in Inline XBRL format.
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\3\ Updating EDGAR Filing Requirements and Form 144 Filings,
Release No. 33-11070 (June 2, 2022) [87 FR 35393 (June 10, 2022)].
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Shortening the Securities Transaction Settlement Cycle
In furtherance of the Commission's rule requiring clearing agencies
that provide a central matching service to establish, implement,
maintain, and enforce policies and procedures reasonably designed to
facilitate straight-matching processing, filers will be able to file
submission form types 17AD-27 and 17AD-27/A in an Inline XBRL format
that includes the data elements described in Rule 17Ad-27(b)(1) through
(5).\4\ These form types will allow the filer to request confidential
treatment on sections of the document that the filer does not want to
be publicly disseminated.
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\4\ Shortening the Securities Transaction Settlement Cycle,
Release No. 34-96930 (Feb.15, 2023) [88 FR 13872 (Mar. 6, 2023)].
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Extending Schedules 13D and 13G EDGAR Filing Hours
Consistent with the Commission's amendments to rules that govern
beneficial ownership reporting,\5\ on February 5, 2024, EDGAR underwent
software changes to extend the filing ``cut-off'' times for Schedule
13D, Schedule 13G, and corresponding amendments from 5:30 p.m. Eastern
time to 10 p.m. eastern time. In accordance with this software change,
the EDGAR Filer Manual will be revised to include references to SC 13D,
SC 13G, SC 13D/A, SC 13G/A, SCHEDULE 13D, SCHEDULE 13D/A, SCHEDULE 13G,
and SCHEDULE 13G/A as submission types that will have a ``Filing Date''
identical to the EDGAR ``Received Date'' even if received after 5:30
p.m. eastern time, and will be disseminated until 10 p.m. eastern time.
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\5\ Modernization of Beneficial Ownership Reporting, Release No.
33-11253 (Oct. 10, 2023) [88 FR 76896 (Nov. 7, 2023)].
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Share Repurchase Disclosure Modernization
References to submission types F-SR and F-SR/A, Exhibit 26 of Form
10-K and 10-Q, and the SHR taxonomy were removed from the EDGAR Filer
Manual as a result of the United States Court of Appeals for the Fifth
Circuit ruling \6\ vacating the Share Repurchase Disclosure
Modernization rule.\7\ Further, the SHR taxonomy has been removed from
EDGAR.
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\6\ Chamber of Commerce of the USA v. SEC, 88 F.4th 115 (5th
Cir., Dec. 19, 2023).
\7\ Share Repurchase Disclosure Modernization, Release No. 34-
97424 (May 3, 2023) [88 FR 36002 (June 1, 2023)].
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General functional enhancements to EDGAR Release 24.1 are set forth
below.
Revision of Filer Manual Volume II, Chapter 6, and Relocation of
Technical Content
Chapter 6 of the Filer Manual, Interactive Data, will be revised to
remove technical and instructional details of XBRL formatting and
validation. The information to be removed from Chapter 6 consists of
technical specifications and guidance that filers will be able to
consult in a new EDGAR XBRL Guide on <a href="http://SEC.gov">SEC.gov</a>. The revised Chapter 6
will present XBRL content in a concise fashion and will continue to
complement Chapter 3, Index to Forms, by identifying different XBRL
formatted documents associated with relevant EDGAR form and submission
types. The revised Chapter 6 will also make clear that Interactive Data
submissions in EDGAR use the Extensible Business Reporting Language
(``XBRL'') information model and explain the use of taxonomies and
instances which comprise this model.
Taxonomy Update
The EDGAR system will be updated to accept the 2024 versions of the
following taxonomies:
[cir] US-GAAP, SRT (published by FASB)
[cir] CEF, COUNTRY, CURRENCY, DEI, ECD, EXCH, FFD, FND, NAICS, OEF,
RXP, SIC, SNJ, SRO, STPR, VIP (published by SEC) \8\
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\8\ See <a href="https://www.sec.gov/edgar/information-for-filers/standard-taxonomies">https://www.sec.gov/edgar/information-for-filers/standard-taxonomies</a>.
EDGAR will also accept validations based on FASB's 2024 XBRL US
Data Quality Committee Rules Taxonomy (DQCRT).
<bullet> Updates to Table 7-1 of the Filer Manual
The EDGAR Filer Manual reference to 8-K and 1-U Items will be
updated in Table 7-1: Information Fields Available on Main Page.
On January 29, 2024, EDGAR Release 24.0.1 introduced the following
changes, in addition to those noted in the December 2023 Filer Manual
update:
<bullet> The check box labeled ``Attach Inline XBRL Fee Tagging
Exhibit'' on the EDGARLink Online ``Documents'' tab was renamed to
``Attach Inline XBRL Filing Fee Exhibit'' for the 72 fee bearing
submission types impacted.
[[Page 28608]]
<bullet> Submission type SC 13E1 has been updated to remove the
``Is Fee Table/Exhibit included?'' check box from the ``Main'' tab of
the EDGARLink Online interface. As a result, filers are now required to
attach an EX-FILING FEES exhibit attachment on a SC 13E1 filing.
III. Amendments to Rule 301 of Regulation S-T
Along with the adoption of the updated Filer Manual, we are
amending Rule 301 of Regulation S-T to provide for the incorporation by
reference into the Code of Federal Regulations of the current
revisions. This incorporation by reference was approved by the Director
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR
part 51.
The updated EDGAR Filer Manual is available at <a href="https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual">https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual</a>.
IV. Administrative Law Matters
Because the Filer Manual and rule amendments relate solely to
agency procedures or practice and do not substantially alter the rights
and obligations of non-agency parties, publication for notice and
comment is not required under the Administrative Procedure Act
(``APA'').\9\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \10\ or a report
to Congress under the Small Business Regulatory Enforcement Fairness
Act of 1996.\11\
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\9\ 5 U.S.C. 553(b)(A).
\10\ 5 U.S.C. 601 through 612.
\11\ 5 U.S.C. 804(3)(c).
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The effective date for the updated Filer Manual and related rule
amendments is April 19, 2024. In accordance with the APA,\12\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The Commission believes that
establishing an effective date less than 30 days after publication of
these rules is necessary to coordinate the effectiveness of the updated
Filer Manual with the related system upgrades.
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\12\ 5 U.S.C. 553(d)(3).
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V. Statutory Basis
We are adopting the amendments to Regulation S-T under the
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,\13\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\14\ Section 319 of the Trust Indenture
Act of 1939,\15\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\16\
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\13\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\14\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\15\ 15 U.S.C. 77sss.
\16\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The general authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-6a, 80b-10, 80b-11, 7201
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
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2. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets forth
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the EDGAR Filer Manual, Volume I: ``General Information,''
Version 41 (December 2022). The requirements for filing on EDGAR are
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR
Filing,'' Version 69 (March 2024). All of these provisions have been
incorporated by reference into the Code of Federal Regulations, which
action was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with
these requirements in order for documents to be timely received and
accepted. The EDGAR Filer Manual is available for inspection at the
Commission and at the National Archives and Records Administration
(NARA). The EDGAR Filer Manual is available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Operating conditions may limit access to the
Commission's Public Reference Room. For information on the availability
of the EDGAR Filer Manual at NARA, visit <a href="http://www.archives.gov/federal-register/cfr/ibr-locations.html">www.archives.gov/federal-register/cfr/ibr-locations.html</a> or email <a href="/cdn-cgi/l/email-protection#dbbda9f5b2b5a8abbeb8afb2b4b59bb5baa9baf5bcb4ad"><span class="__cf_email__" data-cfemail="1e786c3077706d6e7b7d6a7771705e707f6c7f30797168">[email protected]</span></a>. The
EDGAR Filer Manual may also be obtained from <a href="https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual">https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual</a>.
By the Commission.
Dated: March 18, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08091 Filed 4-18-24; 8:45 am]
BILLING CODE 8011-01-P
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