[Federal Register Volume 81, Number 1 (Monday, January 4, 2016)]
[Rules and Regulations]
[Pages 3-5]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-32985]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9987; 34-76619; 39-2508; IC-31932]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (the Commission) is
adopting revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (EDGAR) Filer Manual and related rules to reflect
updates to the EDGAR system. The updates are being made to add the
submission form types X-17A-5 and X-17A-5/A for broker-dealer annual
reports in electronic format; add the new submission form types C, C-W,
C-U, C-U-W, C/A, C/A-W, C-AR, C-AR-W, C-AR/A, C-AR/A-W, C-TR and C-TR-W
pursuant to Regulation Crowdfunding; add the new submission form types
N-MFP1 and N-MFP1/A for money market mutual funds; disseminate raw and
rendered eXtensible Business Reporting Language (XBRL) submissions; and
update Item 1 of the Regulation A submission form types 1-A, 1-A/A, 1-A
POS, DOA, and DOS/A to accept negative values in the ``Total Assets,''
``Total Stockholders' Equity,'' and ``Total Liabilities and Equity''
fields. The EDGAR system is scheduled to be upgraded to support this
functionality on December 14, 2015. On January 25, 2016, EDGAR will be
updated to add new ``Funding Portal'' applicant type for filers to
select when completing the process to apply for EDGAR access (New) on
the EDGAR Filer Management Web site; and add the new submission form
types CFPORTAL, CFPORTAL/A and CFPORTAL-W pursuant to Regulation
Crowdfunding.
DATES: Effective January 4, 2016. The incorporation by reference of the
EDGAR Filer Manual is approved by the Director of the Federal Register
as of January 4, 2016.
FOR FURTHER INFORMATION CONTACT: In the Division of Trading and
Markets, for questions concerning Form X-17A-5 and Form Funding Portal,
contact Kathy Bateman at (202) 551-4345; in the Division of Corporation
Finance, for questions concerning Form C and related forms, contact
Heather Mackintosh at (202) 551-8111; in the Division of Investment
Management, for questions concerning Form N-MFP1, contact Heather
Fernandez at 202-551-6708; and in the Division of Economic and Risk
Analysis, for questions concerning eXtensible Business Reporting
Language (XBRL) disseminations, contact Walter Hamscher at (202) 551-
5397.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I and Volume II. The Filer Manual describes the
technical formatting requirements for the preparation and submission of
electronic filings through the EDGAR system.\1\ It also describes the
requirements for filing using EDGARLink Online and the Online Forms/XML
Web site.
---------------------------------------------------------------------------
\1\ We originally adopted the Filer Manual on April 1, 1993,
with an effective date of April 26, 1993. Release No. 33-6986 (April
1, 1993) [58 FR 18638]. We implemented the most recent update to the
Filer Manual on September 15, 2015. See Release No. 34-75918
(October 2, 2015) [80 FR 59578].
---------------------------------------------------------------------------
The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
24 (December 2015), and Volume II entitled EDGAR Filer Manual, Volume
II: ``EDGAR Filing,'' Version 35 (December 2015). The updated manual
will be incorporated by reference into the Code of Federal Regulations.
The Filer Manual contains all the technical specifications for
filers to submit filings using the EDGAR system. Filers must comply
with the applicable provisions of the Filer Manual in order
[[Page 4]]
to assure the timely acceptance and processing of filings made in
electronic format.\2\ Filers may consult the Filer Manual in
conjunction with our rules governing mandated electronic filing when
preparing documents for electronic submission.\3\
---------------------------------------------------------------------------
\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release No. 34-75918 in which we implemented EDGAR
Release 15.3. For additional history of Filer Manual rules, please
see the cites therein.
---------------------------------------------------------------------------
The EDGAR system will be upgraded to Release 15.4 on December 14,
2015 and will introduce the following changes:
Broker-dealers will now be able to submit Form X-17A-5 Part III in
electronic format using the following submission form types:
X-17A-5--Annual Reports
X-17A-5/A--Amendment to Annual Reports
These submission form types can be accessed by clicking the ``File
X-17A-5 Part III'' link on the EDGAR Filing Web site. Additionally,
filers may construct XML submissions for X-17A-5 and X-17A-5/A by
following the ``EDGAR Form X-17A-5 XML Technical Specification''
document located on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml). Form X-17A-5 Part III will continue to be accepted in
paper format.
Submission form types X-17A-5 and X-17A-5/A will include the
``Request Confidentiality'' check box to allow applicants to request
confidential treatment for each attached document that is not required
to be made public. EDGAR will not disseminate any attached documents
that are designated as confidential.
Pursuant to Regulation Crowdfunding, EDGAR will be updated to
include the following new submission form types:
C: Offering Statement
C-W: Offering Statement Withdrawal
C-U: Progress Update
C-U-W: Progress Update Withdrawal
C/A: Amendment to Offering Statement
C/A-W: Amendment to Offering Statement Withdrawal
C-AR: Annual Report
C-AR-W: Annual Report Withdrawal
C-AR/A: Amendment to Annual Report
C-AR/A-W: Amendment to Annual Report Withdrawal
C-TR: Termination of Reporting
C-TR-W: Termination of Reporting Withdrawal
Issuers can access these submission form types from the
``Regulation Crowdfunding'' link on the EDGAR Filing Web site.
Additionally, issuers may construct XML submissions for these
submission form types by following the ``EDGAR Form C XML Technical
Specification'' document located on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml). See Release No. 33-9974 for the
effective date.
In connection with amendments to the rules governing money market
mutual funds (or ``money market funds'') under the Investment Company
Act of 1940 the following changes will be made:
EDGAR will be updated to include two new submission
types--N-MFP1 and N-MFP1/A--to incorporate the amendments to Form N-MFP
adopted by the Commission on July 23, 2014.\4\
---------------------------------------------------------------------------
\4\ See Money Market Fund Reform; Amendments to Form PF, Release
33-9616 (July 23, 2014).
---------------------------------------------------------------------------
These two new submission types will be accepted from the EDGAR
Filing Web site via filer-constructed XML submissions, as described in
the Form N-MFP1 XML Technical Specification available on the SEC's
Public Web site (http://www.sec.gov/info/edgar.shtml). EDGAR will only
accept TEST submissions for submission form types N-MFP1 and N-MFP1/A
until April 14, 2016. Beginning on April 14, 2016, submission form
types N-MFP1 and N-MFP1/A will be accepted as LIVE submissions. After
that date, filers will be prevented from submitting existing submission
form type N-MFP. In addition, EDGAR will be updated to automatically
disseminate money market fund information upon acceptance of the N-MFP1
and N-MFP1/A submissions.\5\
---------------------------------------------------------------------------
\5\ See Release 33-9616 for additional information.
---------------------------------------------------------------------------
EDGAR will be updated to disseminate raw and rendered XBRL
documents. The rendered eXtensible Business Reporting Language (XBRL)
documents will be displayed as human-readable documents.
Finally, EDGAR will be updated to accept negative values in the
``Total Assets,'' ``Total Stockholders' Equity,'' and ``Total
Liabilities and Equity'' fields in Item 1 of the submission form types
1-A, 1-A/A, 1-A POS, DOS and DOS/A.
On January 25, 2016, EDGAR Release 16.0.1 will introduce the
following changes:
Filers will now be able to select the new ``Funding
Portal'' Applicant Type when completing the process to apply for EDGAR
access (New) on the EDGAR Filer Management Web site.
Pursuant to Regulation Crowdfunding, Funding Portals will
be able to register with the Commission, amend their registration and
withdraw their registration, using the following new submission form
types:
[cir] CFPORTAL--Form Funding Portal: Initial application of funding
portal.
[cir] CFPORTAL/A--Form Funding Portal/A: Amendment to registration,
including a successor registration.
[cir] CFPORTAL-W--Form Funding Portal-W: Withdrawal of the funding
portal's registration.
These submission form types can be accessed by clicking the
``Regulation Crowdfunding'' link on the EDGAR Filing Web site.
Additionally, filers may construct XML submissions for CFPORTAL,
CFPORTAL/A, and CFPORTAL-W by following the ``EDGAR Form CFPORTAL XML
Technical Specification'' document located on the SEC's Public Web site
(http://www.sec.gov/info/edgar.shtml).\6\
---------------------------------------------------------------------------
\6\ See Crowdfunding, Release 33-9974 (80 FR 71387, November 16,
2015) for the effective dates for Regulation Crowdfunding.
---------------------------------------------------------------------------
Along with the adoption of the 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 today's 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 will be available for Web site
viewing and printing; the address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may also obtain paper copies of the
EDGAR Filer Manual from the following address: Public Reference Room,
U.S. Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m.
Since the Filer Manual and the corresponding rule changes relate
solely to agency procedures or practice, publication for notice and
comment is not required under the Administrative Procedure Act
(APA).\7\ It follows that the requirements of the Regulatory
Flexibility Act \8\ do not apply.
---------------------------------------------------------------------------
\7\ 5 U.S.C. 553(b).
\8\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------
The effective date for the updated Filer Manual and the rule
amendments is January 4, 2016. In accordance with the APA,\9\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The EDGAR system upgrade to
Release 15.4 is scheduled to become available on December 14, 2015, and
the system upgrade to Release 16.0.1 is
[[Page 5]]
scheduled to become available on January 25, 2016. 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 these system upgrades.
---------------------------------------------------------------------------
\9\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
Statutory Basis
We are adopting the amendments to Regulation S-T under Sections 6,
7, 8, 10, and 19(a) of the Securities Act of 1933,\10\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\11\
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\13\
---------------------------------------------------------------------------
\10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
\12\ 15 U.S.C. 77sss.
\13\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------
List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendment
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 authority citation for Part 232 continues to read in part as
follows:
Authority: 15 U.S.C. 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, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
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 out
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 24 (December 2015). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 35 (December 2015). Additional provisions
applicable to Form N-SAR filers are set forth in the EDGAR Filer
Manual, Volume III: ``N-SAR Supplement,'' Version 5 (September 2015).
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 Web site viewing and printing; the address for the Filer Manual is
http://www.sec.gov/info/edgar.shtml. You can obtain paper copies of the
EDGAR Filer Manual from the following address: Public Reference Room,
U.S. Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. You can also inspect the document at the National Archives
and Records Administration (NARA). For information on the availability
of this material at NARA, call 202-741-6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.
Dated: December 11, 2015.
By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2015-32985 Filed 12-31-15; 8:45 am]
BILLING CODE 8011-01-P