[Federal Register Volume 87, Number 137 (Tuesday, July 19, 2022)]
[Rules and Regulations]
[Pages 42960-42962]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-15321]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11082; 34-95274; 39-2545; IC-34649]


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 (``EDGAR'') Filer Manual (``Filer 
Manual'') and related rules and forms. The EDGAR system was upgraded on 
June 21, 2022.

DATES: 
    Effective date: July 19, 2022.
    Incorporation by reference: The incorporation by reference of the 
Filer Manual is approved by the Director of the Federal Register as of 
July 19, 2022.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume II of the Filer Manual and related rules, please contact 
Rosemary Filou, Deputy Director and Chief Counsel, or Daniel Chang, 
Senior Special Counsel, in the EDGAR Business Office at (202) 551-3900. 
For questions concerning the payment of filing fees, please contact 
Luba Dinits in the Office of Financial Management at (202) 551-3839. 
For legal compliance questions on structured data requirements for 
Forms N-1A, N-2, and N-3, please contact the Chief Counsel's Office in 
the Division of Investment Management at (202) 551-6825. For technical 
questions on structuring Forms N-1A, N-2, and N-3, please contact the 
Office of Structured Disclosure in the Division of Economic and Risk 
Analysis at (202) 551-5494. For questions regarding Form X-17A-5 Part 
III with regards to foreign non-broker-dealer security-based swap 
dealers and major security-based swap participants relying on a 
Commission substituted compliance order, please contact Randall Roy, 
Deputy Associate Director, at (202) 551-5522, or Valentina Deng, 
Special Counsel, at (202) 551-5778 in the Division of Trading and 
Markets. For questions concerning taxonomies or schemas, please contact 
the Office of Structured Disclosure in the Division of Economic and 
Risk Analysis at (202) 551-5494. For questions regarding new submission 
form type SPDSCL, please contact Chris Windsor, Senior Special Counsel, 
in the Division of Corporation Finance at (202) 551-3419. For questions 
regarding obsolete exhibits to be removed from certain form types, 
please contact Heather Mackintosh, EDGAR Liaison in the Division of 
Corporation Finance at (202) 551-8111. For questions about EDGAR 
updates to prevent a firm from amending another firm's MA-I, please 
contact Mark Stewart, Attorney Adviser, in the Office of Municipal 
Securities, at (202) 551-4410.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 62 (June 2022) and amendments to 
17 CFR 232.301 (``Rule 301''). The updated Filer Manual volume 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 should 
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 was updated in Releases 22.1.1, 22.1.2, and 22.2, 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\ Release 22.1 was deployed on April 18, 2022, Release 22.1.2 
was deployed on May 31, 2022, and Release 22.2 was deployed on June 
21, 2022.
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    On December 2, 2021, the Commission adopted final amendments that 
revised Forms 20-F, 40-F, 10-K, and N-CSR to implement the disclosure 
and submission requirements of the ``Holding Foreign Companies 
Accountable Act'' (``HFCAA'').\3\ The final amendments mandated that a 
registrant identified by the Commission as having filed an annual 
report audited by a firm that the Public Company Accounting Oversight 
Board is unable to inspect or investigate completely must provide 
documentation in a publicly available EDGAR submission demonstrating 
that it is not owned or controlled by a governmental entity in a 
foreign jurisdiction.
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    \3\ Holding Foreign Companies Accountable Act Disclosure, 
Release 34-93701 (Dec. 2, 2021) [86 FR 70027 (Dec. 9, 2021)] 
(``HFCAA Adopting Release'').

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[[Page 42961]]

    In order to assist filers in meeting their obligations,\4\ EDGAR 
Release 22.2 introduced new submission form type ``SPDSCL,'' a generic 
EDGAR submission that can have various additional ``categories'' that 
can be designated to meet Commission needs for future supplemental 
submissions. The first ``category'' is ``HFCAA-GOV'' to allow 
Commission-Identified Issuers to submit their required government 
control documentation to comply with the HFCAA.\5\ Future applications 
could include other HFCAA submissions, or other notices to the 
Commission required by subsequent rulemakings. The new submission type 
and category will assist both the public and staff to easily identify 
the required documentation submitted by Commission-Identified Issuers.
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    \4\ Release No. 34-93701 required that the documentation be 
included in a ``publicly available'' EDGAR filing, made prior to or 
accompanying a Commission-Identified Issuer's annual report for the 
year following their identification. While an issuer could choose to 
submit the information with a 6-K, 8-K or with the annual report, 
the new submission type will facilitate submission and clarify that 
non-public submissions, like correspondence, are not responsive.
    \5\ See HFCAA Adopting Release, supra note 3, at Section II.E 
(discussing determination of Commission-Identified Issuers).
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    The Filer Manual is also being updated to more fully reflect new 
filing fee payment methods and elimination of check payments, pursuant 
to the ``Filing Fee Disclosure and Payment Methods Modernization'' 
rulemaking.\6\ On May 31, 2022, EDGAR Release 22.1.2 introduced changes 
to EDGAR to allow filers to pay filing fees via credit card, debit 
card, and Automated Clearing House debit payment methods. The changes 
were communicated to the public on March 21, 2022, in EDGAR Release 
22.1, and in the public announcement, ``New Filing Fee Payment Methods 
in EDGAR and Elimination of Check Payments.''
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    \6\ Filing Fee Disclosure and Payment Methods Modernization, 
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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    The Commission has issued substituted compliance orders \7\ 
permitting certain foreign firms to file their annual audit pursuant to 
their home country's laws rather than pursuant to the Commission's 
rules, as long as they also send a copy of such annual financial 
statements to the Commission in the manner specified on the 
Commission's website. In accordance with these orders, the ``Oath or 
Affirmation'' and ``Notary Public'' sections of the Form X-17A-5 Part 
III will not be viewable by foreign non-broker-dealer security-based 
swap dealers and major security-based swap participants relying on a 
Commission substituted compliance order. The Filer Manual is being 
updated accordingly.
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    \7\ See, e.g., Order Granting Conditional Substituted Compliance 
in Connection with Certain Requirements Applicable to Non-U.S. 
Security-Based Swap Dealers and Major Security-Based Swap 
Participants Subject to Regulation in the United Kingdom, Release 
34-92529 (July 30, 2021), [86 FR 43318 (Aug. 6, 2021)]; Order 
Granting Conditional Substituted Compliance in Connection With 
Certain Requirements Applicable to Non-U.S. Security-Based Swap 
Dealers Subject to Regulation in the Swiss Confederation, Release 
34-93284 (Oct. 8, 2021), [86 FR 57455 (Oct. 15, 2021)].
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    EDGAR Release 22.2 also made general functional enhancements to 
EDGAR, for which revisions are being made to the Filer Manual.
    EDGAR was updated to accept the 2022 version of the IFRS taxonomy 
and the 2022Q2 version of the Variable Insurance Product taxonomy. For 
XBRL taxonomies that have versions from three years outstanding, the 
versions from the earliest year will be removed. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of 
supported standard taxonomies. The Filer Manual is being updated 
accordingly.
    EDGAR was also updated to remove the following exhibits that were 
removed by the Disclosure Update and Simplification rule.\8\ The 
following exhibits were removed from the following form types and their 
amendments:
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    \8\ Disclosure Update and Simplification, Release 33-10532 (Aug. 
17, 2018) [83 FR 50148 (Oct. 4, 2018)].
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    <bullet> Exhibit 11: Statement re computation of per share earnings 
[Forms S-1, S-4, S-11, F-1, F-4, 10-K, 10-Q, 10]
    <bullet> Exhibit 12: Statements re computation of ratios [Forms S-
1, S-3, S-4, S-11, F-1, F-4, 10, 10-K]
    <bullet> Exhibit 19: Report furnished to security holders [Form 10-
K]
    <bullet> Exhibit 26: Invitations for competitive bids [Forms S-3, 
SF-1, SF-3, S-4, F-1, F-3, F-4]
    Filers who have a file number beginning with 001- may now use 
submission form types 15-12G and 15-12G/A to give notice of termination 
of registration of a class of securities under Section 12(g) of the 
Securities Exchange Act of 1934. Submission form types 15-12B and 15-
12B/A are revoked.
    Technical corrections were made to sections 6.5.21, 6.5.40, 6.5.55, 
6.5.56, and 6.16.11 of Volume II of the Filer Manual to clarify data 
validations for submissions by investment companies registered on Forms 
N-1A, N-2, or N-3.
    Volume II of the Filer Manual is also being amended to address 
minor software changes made in EDGAR on April 18, 2022, pursuant to 
EDGAR Release 22.1.1. Specifically, EDGAR was updated to prevent a firm 
from amending another firm's MA-I, and the N-CEN XML schema 
eis_Common.xsd file was updated to correct the attachment list.

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 https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual.

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'').\8\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \9\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\10\
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    \8\ 5 U.S.C. 553(b)(A).
    \9\ 5 U.S.C. 601 through 612.
    \10\ 5 U.S.C. 804(3)(C).
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    The effective date for the updated Filer Manual and related rule 
amendments is July 19, 2022. In accordance with the APA,\11\ 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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    \11\ 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,\12\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\13\ Section 319 of the Trust Indenture 
Act

[[Page 42962]]

of 1939,\14\ and Sections 8, 30, 31, and 38 of the Investment Company 
Act of 1940.\15\
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    \12\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \14\ 15 U.S.C. 77sss.
    \15\ 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, 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
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 40 (March 2022). The requirements for filing on EDGAR are set 
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' 
Version 62 (June 2022). 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 at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. You can also inspect the 
document at the National Archives and Records Administration (NARA). 
For information on the availability of this material at NARA, email 
<a href="/cdn-cgi/l/email-protection#660014480f0815160305120f0908260807140748010910"><span class="__cf_email__" data-cfemail="1375613d7a7d60637670677a7c7d537d7261723d747c65">[email protected]</span></a>, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: July 13, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-15321 Filed 7-18-22; 8:45 am]
BILLING CODE 8011-01-P


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