[Federal Register Volume 84, Number 62 (Monday, April 1, 2019)]
[Rules and Regulations]
[Pages 12073-12074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-06261]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-10615; 34-85296; 39-2525; IC-33398]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (the ``Commission'')
adopted revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (``EDGAR'') Filer Manual (``EDGAR Filer Manual'' or
``Filer Manual'') and related rules. The EDGAR system is scheduled to
be upgraded on March 11, 2019.
DATES: Effective April 1, 2019. The incorporation by reference of the
EDGAR Filer Manual is approved by the Director of the Federal Register
as of April 1, 2019.
FOR FURTHER INFORMATION CONTACT: In the Division of Trading and
Markets, for questions concerning Form ATS-N, contact Michael R.
Broderick at (202) 551-5058. In the Office of Municipal Securities, for
questions regarding Forms MA, MA-A and MA-I, contact Ahmed A. Abonamah
at (202) 551-3887. In the Division of Corporation Finance, for
questions concerning Forms 1-A and DOS, contact Heather Mackintosh at
(202) 551-8111. In the Division of Investment Management, for question
concerning Form N-PORT XML, contact Heather Fernandez at (202) 551-
6708. In the Division of Economic and Risk Analysis, for questions
concerning Inline XBRL submission requirements, contact Mike Willis at
(202) 551-6627.
SUPPLEMENTARY INFORMATION: We adopted an updated EDGAR Filer Manual,
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 EDGAR Online Forms website.
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\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 December 14, 2018. See Release No. 33-10585
(December 14, 2018) [83 FR 66100].
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The revisions to the Filer Manual reflect changes within Volume II,
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' (Version 50)
(March 2019). The updated manual is 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 to assure
the timely acceptance and processing of filings made in electronic
format.\2\ 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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\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
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The EDGAR System and Filer Manual will be updated in Release 19.1
and reflect the changes described below.
EDGAR introduces changes associated with the adoption of Inline
eXtensible Business Reporting Language (``Inline XBRL'') requirements
for the submission of operating company financial information and fund
risk/return summaries.\3\ The EDGAR system is updated to implement
changes that expand the submission form types that are permitted to
include Inline XBRL submissions. Accordingly, the following additional
submission form types permit the primary document to be in Inline XBRL
format: S-1, S-1/A, S-1MEF, S-3, S-3/A, S-3ASR, S-3D, S-3DPOS, S-3MEF,
S-4, S-4/A, S-4EF, S-4MEF, S-4 POS, S-11, S-11/A, S-11MEF, F-1, F-1/A,
F-1MEF, F-3, F-3/A, F-3ASR, F-3D, F-3DPOS, F-3MEF, F-4, F-4/A, F-4EF,
F-4MEF, F-4 POS, F-10, F-10/A, F-10EF, F-10POS, N-1A, N-1A/A, 485APOS,
485BPOS, 485BXT, and 497. The EDGAR system also is updated to allow
more than one Inline XBRL file attachment per submission to be pre-
validated, submitted, validated, accepted, rendered, and viewed. In
addition, given the termination of the Voluntary XBRL program, the
EDGAR Filer Manual and the EDGAR system are updated to remove and no
longer permit submissions having EX-100 Voluntary XBRL attachments.
Also, the EDGAR Filer Manual updates instructions regarding the layout
specifications for Risk Return Summary Information submissions tagged
with Inline XBRL. Finally, the revised EDGAR Filer Manual clarifies how
EDGAR processes submissions that contain Inline XBRL presentations that
do not pass validation. Please refer to Chapter 5 (Constructing
Attached Documents and Document Types), Chapter 6 (Interactive Data),
and Appendix E (Automated Conformance Rules for EDGAR Data Fields) of
the EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
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\3\ See Release No. 33-10514 (June 28, 2018) [83 FR 40846].
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EDGAR Release 19.1 updates Item 2 for submission form types 1-A, 1-
A/A, 1-A POS, DOS, and DOS/A to clarify that filers subject to Section
13 or 15(d) of the Securities Exchange Act of 1934 are no longer
ineligible to use the form. Please refer to Chapter 8 (Preparing and
Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II:
``EDGAR Filing.''
EDGAR permits the display of Schedule B data in submission form
types MA-A and MA/A, provided that information for Schedule B was
included in the filer's most recent Form MA, MA-A or MA/A filing.
Corresponding changes are reflected in the EDGAR Filer Manual. Please
refer to Chapter 8 (Preparing and Transmitting Online Submissions) of
the EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
In EDGAR Release 18.4, EDGAR was updated to accept submissions of
Form ATS-N and its related EDGAR submission types. In EDGAR Release
19.1, the EDGAR Filer Manual is revised to provide clarifying
information for filers regarding the processing of Form ATS-N
submissions. Please refer to Chapter 8 (Preparing and Transmitting
Online Submissions) of the EDGAR Filer Manual, Volume II: ``EDGAR
Filing.''
EDGAR Release 19.1 also introduces changes to the ``EDGAR Form N-
PORT XML Technical Specification'' document, which is available on the
SEC's public website at https://www.sec.gov/info/edgar/tech-specs.
In EDGAR Release 19.1, the EDGAR system is upgraded to support the
2019 GAAP, 2019 EXCH, 2019 Currency and 2019 SRT Taxonomies. Please see
https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete
listing of supported standard taxonomies.
[[Page 12074]]
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 is available for website viewing and
printing; the address for the Filer Manual is https://www.sec.gov/info/edgar/edmanuals.htm. 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 a.m. and 3
p.m.
Since the Filer Manual and the corresponding rule and form
amendments relate solely to agency procedures or practice, publication
for notice and comment is not required under the Administrative
Procedure Act (``APA'').\4\ It follows that the requirements of the
Regulatory Flexibility Act \5\ do not apply.
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\4\ 5 U.S.C. 553(b)(A).
\5\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the related
rule and form amendments is April 1, 2019. In accordance with the
APA,\6\ 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 these system upgrades.
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\6\ 5 U.S.C. 553(d)(3).
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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,\7\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities
Exchange Act of 1934,\8\ Section 319 of the Trust Indenture Act of
1939,\9\ and Sections 8, 30, 31, and 38 of the Investment Company Act
of 1940.\10\
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\7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\9\ 15 U.S.C. 77sss.
\10\ 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 authority citation for part 232 continues to read in part 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 updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 32 (December 2018). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 50 (March 2019). Additional provisions
applicable to Form N-SAR filers are set forth in the EDGAR Filer
Manual, Volume III: ``N-SAR Supplement,'' Version 6 (January 2017). 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 website viewing and printing; the address for the Filer Manual is
https://www.sec.gov/info/edgar/edmanuals.htm. You can obtain paper
copies of the EDGAR Filer Manual at 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:
https://www.archives.gov/federal-register/cfr/ibr-locations.html.
By the Commission.
Dated: March 12, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-06261 Filed 3-29-19; 8:45 am]
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