Rule2025-12286
Adoption of Updated EDGAR Filer Manual
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Published
July 1, 2025
Effective
July 1, 2025
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. Certain updates reflect and identify changes to EDGAR made in connection with EDGAR Release 25.2. Additional updates reflect and identify changes to EDGAR made in connection with the Commission's September 27, 2024 EDGAR Filer Access and Account Management rulemaking ("EDGAR Next").
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<title>Federal Register, Volume 90 Issue 124 (Tuesday, July 1, 2025)</title>
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[Federal Register Volume 90, Number 124 (Tuesday, July 1, 2025)]
[Rules and Regulations]
[Pages 27987-27989]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-12286]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11378; 34-103258; 39-2561; IC-35636]
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. Certain updates reflect
and identify changes to EDGAR made in connection with EDGAR Release
25.2. Additional updates reflect and identify changes to EDGAR made in
connection with the Commission's September 27, 2024 EDGAR Filer Access
and Account Management rulemaking (``EDGAR Next'').
DATES:
Effective date: This rule is effective July 1, 2025, except
instruction 3, which is effective September 15, 2025.
Incorporation by reference: The incorporation by reference of a
certain publication listed in this final rule is approved by the
Director of the Federal Register as of July 1, 2025. The incorporation
by reference of a certain other publication listed in this final rule
is approved by the Director of the Federal Register as of September 15,
2025.
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
Dan Chang, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding Open-end Fund Liquidity Risk
Management Amendments and Guidance, please contact Heather Fernandez
(202) 551-6708 or Gregory Jaffray (202) 551-6717 in the Division of
Investment Management. For questions regarding filers' transition to
access EDGAR Next, please contact Filer Support in the EDGAR Business
Office at (202) 551-8900 and select option ``2.''
SUPPLEMENTARY INFORMATION: We are adopting updated versions of the
Filer Manual, Volume II: ``EDGAR Filing,'' Version 75 (June 2025) and
Version 76 (effective September 15, 2025) and amendments to 17 CFR
232.301, Rule 301 of Regulation S-T. We are adopting Version 76
(effective September 15, 2025) at this time as a courtesy providing
filers an approximate 90-day preview of significant EDGAR Next related
updates in advance of the September 15, 2025 compliance date. These
versions of the updated Filer Manual are incorporated by reference into
the Code of Federal Regulations as indicated above.
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. Recommended Revisions to Volume II of the Filer Manual
EDGAR will be updated in EDGAR Release 25.2 to reflect changes
related to the Form N-CEN schema and online application, several errata
adjustments, and removal of outdated general technical language. The
Commission is
[[Page 27988]]
approving corresponding amendments to Volume II of the Filer Manual to
reflect these changes, which will be published as Version 75 of Volume
II.
EDGAR will also be updated on September 15, 2025, to fully
implement the Commission's EDGAR Next rulemaking,\2\ compliance with
which is required September 15, 2025. These changes to the Filer Manual
will be published as Version 76 of Volume II and effective on the EDGAR
Next compliance date, September 15, 2025.
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\2\ See EDGAR Filer Access and Account Management, Release No.
33-11313 (Sept. 27, 2024) [89 FR 106108 (Dec. 27, 2024)].
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A. Version 75 of Filer Manual Volume II: Amendments Related to Form N-
CEN, Removal of Submission Types N-PX and N-PX/A From EDGARLink Online,
and Certain Errata Changes
Form N-CEN Schema and Online Application Adjustments
In August 2024, the Commission adopted reporting amendments and
provided guidance related to open-end fund liquidity risk management
program requirements on Form N-PORT and Form N-CEN.\3\ EDGAR will be
updated in Release 25.2 to support changes to the schema for Form N-CEN
and the online application to permit filers to comply with the
following new requirements:
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\3\ See Form N-PORT and Form N-CEN Reporting; Guidance on Open-
End Fund Liquidity Risk Management Program, Release No. IC-35308
(Aug. 28, 2024) [89 FR 73764 (Sept. 11, 2024)].
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<bullet> Addition of new Item C.22 Liquidity Classification
Services.
<bullet> Addition of new RSSD ID and other identifying number
fields throughout the Form. Previously, certain LEI fields on the Form
permitted filers to report either an LEI, RSSD ID, or, in some cases,
other identifying number in the same field. This release separates LEI,
RSSD ID, and other identifying number into different fields.
<bullet> The specific items that will be modified are: B.16.a.iv,
B.17.c, C.5.b.ii, C.6.c.ii, C.6.c.v.2, C.6.d.ii, C.9.a.iv, C.9.b.iv,
C.9.c.iv, C.9.d.iv, C.10.a.iii, C.11.a.ii, C.12.a.ii, C.13.a.ii,
C.14.a.ii, C.15.d, C.16.a.iv, C.17.a.iv, D.12.a.iv, D.12.b.iv,
D.12.c.iv, D.12.d.iv, D.13.a.iii, D.14.a.ii, E.2.d, F.1.c, F.2.a.ii,
and F.4.c.
Moreover, EDGAR will not enforce field length validations for the
LEI field at this time to enable filers to continue to upload and
submit submissions according to their current process without
generating an error message.
Beginning November 17, 2025, however, filers will be expected to
report the appropriate identifier in the appropriate field and EDGAR
will enforce specific validations for each of these fields when an
entry is provided. LEI will require a 20-character alphanumeric
response or ``N/A.'' RSSD ID will require a numerical response of up to
10 digits or ``N/A.'' Other identifying numbers will be limited to 100
characters, but also will require the filer to provide a description of
up to 500 characters. Submissions with entries that do not meet these
criteria will not be accepted.
Removal of Submission Types N-PX and N-PX/A From EDGARLink Online
The EDGARLink Online interface will remove inoperable links to the
following submission types: N-PX and N-PX/A. Since July 1, 2024, filers
have been required to make these submissions in a structured format
created by either using the online version available on the EDGAR
Filing website, or constructed by filers according to the ``EDGAR Form
N-PX XML Technical Specification'' document. Select references to Form
N-PX and its variants will be removed from the Filer Manual, Volume II,
Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions).
Errata Changes
The location of payment instructions on <a href="http://SEC.gov">SEC.gov</a> has changed. Filers
may obtain the FEDWIRE Instructions under the ``Filing Fee
Registrants'' section of the ``Payment Options'' web page on <a href="http://SEC.gov">SEC.gov</a> at
<a href="https://www.sec.gov/about/payment-options">https://www.sec.gov/about/payment-options</a>. Submission form type N-CR
and N-CR/A must be removed from the list of submission form types that
may be filed through EDGAR Link Online; that form type should now be
filed through the EDGAR Filing website.
To correct a typographical error in Volume II, Chapter 3, Index to
Forms and Submission Types, the SBSE Dispute Notice should be revised
to read SBS Dispute Notice (removing the ``E'').
To correct a typographical error in Volume II, Chapter 6,
Interactive Data, Table 6-18, the entry point required for spac-proj
should be revised to read spac-despac.
To increase clarity for filers, we are also updating the
instructions in Volume II, Chapter 8, Preparing and Transmitting Online
Submissions, regarding how to prepare and submit online submissions for
Schedule 13D and Schedule 13G to reflect language that currently
appears in the online instructions to those schedules.
Certain web page titles were corrected to conform to the recent
revisions to the <a href="http://SEC.gov">SEC.gov</a> website.
Removal of Outdated Technical Language
Volume II of the Filer Manual contains several outdated generic
references, explaining for example the nature of the internet and other
basic issues that were novel in the time period that the Filer Manual
was initially adopted. The Commission has completely revised Volume I
to streamline it and remove such references. The Commission now seeks
to remove such antiquated language from Volume II. For example, we are
removing sentences such as: ``The SEC accepts electronic submissions
through the internet,'' ``The EDGAR system is comprised of a number of
large computers that receive filings submitted by entities,'' ``Many
people have become familiar with HTML since they have used the
internet,'' and ``Browsers have very similar navigation functions. . .
.''
B. Version 76 of Filer Manual Volume II: EDGAR Next
On September 27, 2024, the Commission adopted the EDGAR Next rule
and form amendments related to EDGAR filer access and account
management.\4\ As part of the EDGAR Next rulemaking, the Commission
approved changes to Volume I of the Filer Manual to be effective March
24, 2025, and indicated that it expected to adopt changes to Volume II
of the Filer Manual at a future date. Changes to Volume II were not
adopted at that time because it was expected that Volume II would
subsequently be amended related to other Commission rulemaking in
upcoming quarterly releases.
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\4\ See footnote 2.
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The Commission is now adopting changes to Volume II in Version 76
to accord with the changes to be made to EDGAR to fully implement the
EDGAR Next rulemaking on the compliance date of September 15, 2025.
Changes to Volume II of the Filer Manual in Version 76 relate primarily
to the changed process for accessing EDGAR adopted in EDGAR Next. As of
September 15, 2025, presentation of individual account credentials and
completion of multifactor authentication, rather than provision of
legacy access codes, will be required to access all EDGAR websites.
Version 76 of Volume II of the Filer Manual will be effective September
15, 2025, the compliance date for the EDGAR Next rulemaking.
III. Amendments to Rule 301 of Regulation S-T
Along with the adoption of the updated Filer Manual, we are
amending
[[Page 27989]]
Rule 301 of Regulation S-T to provide for the incorporation by
reference into the Code of Federal Regulations Volume II, Versions 75
and 76. This incorporation by reference is 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'').\5\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \6\ or a report to
Congress under the Small Business Regulatory Enforcement Fairness Act
of 1996.\7\
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\5\ 5 U.S.C. 553(b)(A).
\6\ 5 U.S.C. 601 through 612.
\7\ 5 U.S.C. 804(3)(c).
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The Office of Management and Budget has determined that this action
is not a significant regulatory action as defined in Executive Order
12866, as amended, and therefore it was not subject to Executive Order
12866 review.
The effective date for the updated Filer Manual, Volume II, Version
75 and related rule amendments is July 1, 2025. The effective date for
the updated Filer Manual, Volume II, Version 76 and related rule
amendments is September 15, 2025. In accordance with the APA,\8\ 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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\8\ 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,\9\ sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities
Exchange Act of 1934,\10\ section 319 of the Trust Indenture Act of
1939,\11\ and sections 8, 30, 31, and 38 of the Investment Company Act
of 1940.\12\
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\9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\11\ 15 U.S.C. 77sss.
\12\ 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, 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 42, issued September 27, 2024. The requirements for filing on
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 75 (June 2025). All EDGAR material referenced
in this paragraph is incorporated by reference into this section with
the approval of the Director of the Federal Register under 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; (202) 551-3900; <a href="/cdn-cgi/l/email-protection#cc80a5aebeadbeb58cbfa9afe2aba3ba"><span class="__cf_email__" data-cfemail="80cce9e2f2e1f2f9c0f3e5e3aee7eff6">[email protected]</span></a>, 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. 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>. For information on the
availability of the EDGAR Filer Manual at NARA, visit <a href="http://www.archives.gov/federal-register/cfr/ibr-locations">www.archives.gov/federal-register/cfr/ibr-locations</a> or email <a href="/cdn-cgi/l/email-protection#492f3b6720273a392c2a3d2026270927283b28672e263f"><span class="__cf_email__" data-cfemail="80e6f2aee9eef3f0e5e3f4e9efeec0eee1f2e1aee7eff6">[email protected]</span></a>.
0
3. Effective September 15, 2025, Sec. 232.301 is further 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 42, issued September 27, 2024. The requirements for filing on
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 76 (effective September 15, 2025). All EDGAR
material referenced in this paragraph is incorporated by reference into
this section with the approval of the Director of the Federal Register
under 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; (202) 551-3900; <a href="/cdn-cgi/l/email-protection#cc80a5aebeadbeb58cbfa9afe2aba3ba"><span class="__cf_email__" data-cfemail="d19db8b3a3b0a3a891a2b4b2ffb6bea7">[email protected]</span></a>, 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. 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>. For information on the
availability of the EDGAR Filer Manual at NARA, visit <a href="http://www.archives.gov/federal-register/cfr/ibr-locations">www.archives.gov/federal-register/cfr/ibr-locations</a> or email <a href="/cdn-cgi/l/email-protection#573125793e3924273234233e3839173936253679303821"><span class="__cf_email__" data-cfemail="0462762a6d6a77746167706d6b6a446a6576652a636b72">[email protected]</span></a>.
By the Commission.
Dated: June 16, 2025
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-12286 Filed 6-30-25; 8:45 am]
BILLING CODE 8011-01-P
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