[Federal Register Volume 84, Number 126 (Monday, July 1, 2019)]
[Rules and Regulations]
[Pages 31192-31194]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-13922]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10645; 34-86070; 39-2526, IC-33504]


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 (``EDGAR Filer Manual'' or 
``Filer Manual'') and related rules. The EDGAR system was upgraded on 
June 10, 2019.

DATES: Effective July 1, 2019. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of July 1, 2019.

FOR FURTHER INFORMATION CONTACT: For questions concerning Form ID, 
contact EDGAR Filer Support at (202) 551-8900. In the Division of 
Economic and Risk Analysis, for questions concerning Inline XBRL, 
inclusion of HTML in EDGAR submissions, or retired taxonomies, contact 
Mike Willis at (202) 551-6627. In the Office of Municipal Securities, 
for questions regarding Forms MA, MA-A and MA/A, contact Ahmed A. 
Abonamah at (202) 551-3887. In the Division of Trading and Markets, for 
questions concerning Form ATS-N, contact Michael R. Broderick at (202) 
551-5058. In the Division of Investment Management, for questions 
concerning the rescission of Form N-SAR, contact Heather Fernandez at 
(202) 551-6708.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volumes I and 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.
---------------------------------------------------------------------------

    \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 March 12, 2018. See Release No. 33-10615 (March 12, 
2019) [84 FR 12073].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within EDGAR 
Filer Manual, Volume I: ``General Information,'' (Version 33) and EDGAR 
Filer Manual, Volume II: ``EDGAR Filing,'' (Version 51) (June 2019). 
The updated Filer 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.
---------------------------------------------------------------------------

    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
---------------------------------------------------------------------------

    The EDGAR System was updated in Release 19.2 and corresponding 
amendments to the Filer Manual are being made to reflect the changes 
described below.
    EDGAR Release 19.2 introduced changes to the EDGAR Filer

[[Page 31193]]

Management Interface that provide a more modernized interface for 
completing an application for EDGAR access using the Form ID. Volume I 
of the Filer Manual is being revised to provide filers with 
instructions to use the more modernized interface to complete and 
submit Form ID. See Chapter 3 (Becoming an EDGAR Filer) of the EDGAR 
Filer Manual, Volume I: ``General Information.''
    In Release 33-10618,\3\ the Commission modernized and simplified 
certain requirements of Regulation S-K and related rules and forms, and 
made parallel amendments to several rules and forms applicable to 
investment companies and investment advisers. As part of those 
amendments, filers are required to tag in Inline XBRL information on 
the cover pages of annual reports on Forms 10-K, 20-F and 40-F, 
quarterly reports on Form 10-Q, and current reports on Form 8-K. EDGAR 
has been updated to provide filers with the ability to include cover 
page tags within any Inline XBRL document set for submission form types 
10-K, 10-K/A, 10-KT, 10-KT/A, 10-Q, 10-Q/A, 10-QT, 10-QT/A, 8-K, 8-K/A, 
8-K12B, 8-K12B/A, 8-K12G3, 8-K12G3/A, 8-K15D5, 8-K15D5/A, 20-F, 20-F/A, 
20FR12B, 20FR12B/A, 20FR12G, 20FR12G/A, 40-F, 40-F/A, 40FR12B, 40FR12B/
A, 40FR12G, and 40FR12G/A. EDGAR validation has been enhanced to help 
filers identify any required tags that are missing or incomplete. 
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.''
---------------------------------------------------------------------------

    \3\ See FAST Act Modernization and Simplification of Regulation 
S-K, Release 33-10618 (March 20, 2019) [84 FR 12674].
---------------------------------------------------------------------------

    In addition, EDGAR has been updated to permit HTML documents that 
are included in online submissions to include references to modules and 
segments constructed in either ASCII or HTML format. See Chapter 5 
(Constructing Attached Documents and Document Types), Chapter 6 
(Interactive Data), and Appendix A (Messages Reported by EDGAR) of the 
EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
    EDGAR Release 19.2 made changes to how Schedule C of submission 
form type MA/A and MA-A presents a ``Summary of Schedule C Changes'' 
button to display only newly added, edited, or deleted entries. 
Explanations of the changes are being added to Chapter 8 (Preparing and 
Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II: 
``EDGAR Filing.''
    Submission form types ATS-N, ATS-N/MA, ATS-N/UA, ATS-N/CA, ATS-N/
OFA, ATS-N-C, and ATS-N-W were updated with revised error messages to 
indicate that invalid characters are not allowed in free-text fields. 
Filers should refer to Chapter 5 (Constructing Attached Documents and 
Document Types) of the EDGAR Filer Manual, Volume II: ``EDGAR Filing'' 
for more details on EDGAR acceptable characters. See Chapter 8 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
    In EDGAR Release 19.2, the EDGAR system was updated to support the 
2019 IFRS Taxonomy. Also, EDGAR no longer supports the superseded 2017 
US-GAAP, 2017EXCH and 2016 CURRENCY Taxonomies.\4\
---------------------------------------------------------------------------

    \4\ Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of supported standard 
taxonomies.
---------------------------------------------------------------------------

    In Release 33-10231,\5\ the Commission rescinded Form N-SAR as of 
June 1, 2018.\6\ Following a full year from the rescission of Form N-
SAR, this Release removes Volume III and amends Section 301 of 
Regulation S-T by removing the fourth sentence ``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).'' 
In addition, the EDGAR Filer Manual is being updated to inform filers 
that EDGAR will no longer accept submissions of Form N-SAR and related 
subtypes.
---------------------------------------------------------------------------

    \5\ See Investment Company Reporting Modernization, Release No. 
33-10231 (Oct. 13, 2016) [81 FR 81870].
    \6\ As an accommodation for certain filers, EDGAR continued 
acceptance of Form N-SAR and related subtypes through June 30, 2019. 
See Adoption of EDGAR Filer Manual, Release No. 33-10518 (July 10, 
2018) [83 FR 33119].
---------------------------------------------------------------------------

    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 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 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.
    Because 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'').\7\ It follows that the requirements of the 
Regulatory Flexibility Act \8\ do not apply.
---------------------------------------------------------------------------

    \7\ 5 U.S.C. 553(b)(A).
    \8\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manuals and the related 
rule and form amendments is July 1, 2019. 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 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 Manuals with these system upgrades.
---------------------------------------------------------------------------

    \9\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

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,\10\ Sections 3, 12, 13, 14, 15, 15B, 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, 78o-4, 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 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:

[[Page 31194]]

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 33 (June 2019). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 51 (June 2019). 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: June 7, 2019
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-13922 Filed 6-28-19; 8:45 am]
 BILLING CODE 8011-01-P