Rule2024-17563
Adoption of Updated EDGAR Filer Manual
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 9, 2024
Effective
August 9, 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 24.2 will be deployed in the EDGAR system on July 1, 2024.
Full Text
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<title>Federal Register, Volume 89 Issue 154 (Friday, August 9, 2024)</title>
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[Federal Register Volume 89, Number 154 (Friday, August 9, 2024)]
[Rules and Regulations]
[Pages 65179-65180]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-17563]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11293; 34-100439; 39-2555; IC-35220]
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 24.2 will
be deployed in the EDGAR system on July 1, 2024.
DATES: Effective date: August 9, 2024. The incorporation by reference
of the revised Filer Manual is approved by the Director of the Federal
Register as of August 9, 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 submission of forms related
to registering with the Commission as a security-based swap execution
facility, please contact Michael Coe, Assistant Director, in the
Division of Trading and Markets at (202) 551-4875. For questions
regarding the availability of exhibit EX-98 under Item 1607 of
Regulation S-K, please contact Robert Errett, Chief, Disclosure
Management Office, in the Division of Corporation Finance at (202) 551-
3225, for questions regarding the removal of obsolete Forms 10-KSB and
10-QSB, please contact Sean Harrison, Special Counsel, Disclosure
Management Office, in the Division of Corporation Finance at (202) 551-
3249.
SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 70 (July 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 24.2 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 24.2 was deployed on July 1, 2024.
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Forms Related to Application for Registration as a Security-Based Swap
Execution Facility
On November 2, 2023, the Commission adopted a set of rules and
forms to create a regime for the registration and regulation of
security-based swap execution facilities and address other issues
relating to security-based swap execution generally.\3\ To reflect
these rules and forms, EDGAR will allow filers to submit forms to apply
for registration with the Commission as a security-based swap execution
facility (Form SBSEF) under 17 CFR 242.803, to amend an application
prior to full registration (Form SBSEF/A), to request to withdraw a
pending application for registration (Form SBSEF-W), and to request to
vacate an effective registration (Form SBSEF-V). Filers will be able to
file Form SBSEF and certain of its related exhibits in custom XML,
Inline XBRL, and PDF formats as provided in the Regulation SE adopting
release.\4\
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\3\ Security-Based Swap Execution and Registration and
Regulation of Security-Based Swap Execution Facilities, Release No.
34-98845 (Nov. 2, 2023) [88 FR 87156, 87229-30 (Dec. 15, 2023)].
\4\ Id.
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Removal of Obsolete Forms 10-KSB and 10-QSB From the EDGAR Filer Manual
The EDGAR Filer Manual will be updated to remove obsolete Forms 10-
KSB and 10-QSB from the ``Index to Forms Table.'' Removal is consistent
with the previous rescission of Regulation S-B and all forms with the
``SB'' designation.\5\
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\5\ Smaller Reporting Company Regulatory Relief and
Simplification, Release No. 33-8876 (Dec. 19, 2007), [73 FR 934
(Jan. 4, 2008)].
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Removal of Screenshots From Chapter 8
The EDGAR Filer Manual will be updated to remove screenshots from
Chapter 8 of the Filer Manual that duplicate instructions provided in
the text.
III. Other EDGAR Changes
Availability of Exhibit EX-98 for Attachments Required Under Item 1607
of Regulation S-K
In connection with the Commission's rules intended to enhance
investor protections in initial public offerings by Special Purpose
Acquisition Companies (SPACs), and in subsequent business combination
transactions between SPACs and private operating companies, EDGAR will
be updated to allow filers to attach any report, opinion, or appraisal
required to be filed as an exhibit under Item 1607 of Regulation S-K as
exhibit EX-98 to EDGAR submission variants of Forms S-1, S-4, F-1, F-4,
and Schedules TO, 14A, and 14C.\6\
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\6\ Special Purpose Acquisition Companies, Shell Companies, and
Projections, Release No. 33-11265 (Jan. 24, 2024) [89 FR 14158 (Feb.
26, 2024)].
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IV. 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>.
V. 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'').\7\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \8\ or a report to
Congress
[[Page 65180]]
under the Small Business Regulatory Enforcement Fairness Act of
1996.\9\
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\7\ 5 U.S.C. 553(b)(A).
\8\ 5 U.S.C. 601 through 612.
\9\ 5 U.S.C. 804(3)(c).
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The effective date for the updated Filer Manual and related rule
amendments is August 9, 2024. In accordance with the APA,\10\ 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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\10\ 5 U.S.C. 553(d)(3).
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VI. 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,\11\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\12\ Section 319 of the Trust Indenture
Act of 1939,\13\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\14\
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\11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\13\ 15 U.S.C. 77sss.
\14\ 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
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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, 78n-1,78o(d), 78w(a), 78ll, 80a-
6(c), 80a-8, 80a-29, 80a-30, 80a-37, 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 70 (July 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#cbadb9e5a2a5b8bbaea8bfa2a4a58ba5aab9aae5aca4bd"><span class="__cf_email__" data-cfemail="cfa9bde1a6a1bcbfaaacbba6a0a18fa1aebdaee1a8a0b9">[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: July 1, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-17563 Filed 8-8-24; 8:45 am]
BILLING CODE 8011-01-P
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