[Federal Register Volume 88, Number 136 (Tuesday, July 18, 2023)]
[Rules and Regulations]
[Pages 45814-45815]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-15171]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11205; 34-97735; 39-2550; IC-34942]


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. EDGAR Release 23.2 will be 
deployed in the EDGAR system on June 20, 2023.

DATES: Effective date: July 18, 2023. The incorporation by reference of 
the revised Filer Manual is approved by the Director of the Federal 
Register as of July 18, 2023.

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 Jane Patterson, 
Senior Special Counsel, in the EDGAR Business Office at (202) 551-3900. 
For questions regarding the Forms SD and SD/A new exhibit types, please 
contact Christian Windsor, Senior Special Counsel, in the Division of 
Corporation Finance at (202) 551-3419 and Elliott Staffin, Special 
Counsel, in the Division of Corporation Finance at (202) 551-3243. 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.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 66 (June 2023) and amendments to 
17 CFR 232.301 (``Rule 301''). The updated Filer Manual 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 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. EDGAR System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR is being updated in EDGAR Release 23.2, 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\ EDGAR Release 23.2 will be deployed on June 20, 2023.
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    On December 16, 2020, the Commission adopted 17 CFR 240.13q-1 
(``Rule 13q-1'') and an amendment to Form SD pursuant to section 13(q) 
of the Exchange Act,\3\ which directs the Commission to issue rules 
requiring resource extraction issuers to include in their annual 
report, submitted in an interactive data format, information relating 
to payments made to a foreign government or the Federal Government for 
the purpose of the commercial development of oil, natural gas, or 
minerals.\4\
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    \3\ 17 CFR 240.13q-1(d)(1) or (2).
    \4\ Disclosure of Payments by Resource Extraction Issuers, 
Release 34-90679 (Dec. 16, 2020) [86 FR 4662 (Jan. 15, 2021)].
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    In accordance with Rule 13q-1 as amended, Forms SD and SD/A will be 
updated to allow filers to submit two new exhibit types: Exhibit 2.01--
Resource Extraction Payment Report, as required by Item 2.01 of this 
Form; and Exhibit 3.01--Opinion of Counsel, as required by Rule 13q-
1(d)(1) or (2).\5\ Pursuant to the rules, EDGAR requires an Exhibit 
2.01 in order to accept a Form SD submission unless a resource 
extraction issuer is controlled by another resource extraction issuer 
that has submitted a Form SD disclosing the information required by 
Item 2.01 for the controlled entity, and the controlled entity submits 
a notice on Form SD identifying the controlling entity and the date it 
submitted the disclosure. In such cases, the reporting controlling 
entity must note that it is submitting the required disclosure for a 
controlled entity and must identify the controlled entity on its Form 
SD submission.
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    \5\ Form SD already required submission of Exhibit 1.01--
Conflict Minerals Report--as required by Items 1.01 and 1.02 of this 
Form.
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    In conjunction with the amendment, the taxonomy for Resource 
Extraction Payments (RXP) and Sub-national Jurisdiction (SNJ) for Form 
SD is updated to address the new tagging requirements.\6\
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    \6\ Filer Manual, Volume II, Sections 6.5.58, 6.14.10, 6.16.14, 
and 6.24.23.
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    EDGAR Release 23.2 also makes general functional enhancements to 
EDGAR, for which revisions are made to the Filer Manual as described 
below.
    The EDGAR system is being updated to support the 2023 versions of 
the following taxonomies:
     Open End Fund (OEF) for Forms N-CSR, N-CSRS, and N-1A; \7\
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    \7\ Filer Manual, Volume II, Sections 6.5.57, 6.14.9, and 
6.16.13.
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     International Financial Reporting Standards (IFRS);
     U.S. Generally Accepted Accounting Principles (GAAP) 
Financial Reporting;
     SEC Reporting taxonomy; and
     Other XBRL taxonomies accepted in EDGAR.\8\
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    \8\ Filer Manual, Volume II, Section 6.22 refers to the SEC.gov 
web page that contains a complete list of supported taxonomies and 
accompanying information, https://www.sec.gov/info/edgar/edgartaxonomies.shtml.
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    EDGAR will no longer accept the 2021 versions of taxonomies (all 
taxonomies currently accepted in EDGAR including the quarterly releases 
in 2021). Further, the version of all taxonomies within a submission 
must now be from the same year (including quarterly releases).
    In addition, as part of the upcoming EDGAR Release 23.2, we plan to 
remove the following content from Volume II of the Filer Manual:
     List of prior EDGAR releases (pp. xvi to xxvi of the 
current version)--this information is available on the SEC's Rulemaking 
Index on SEC.gov at https://

[[Page 45815]]

www.sec.gov/rules/rulemaking-index.shtml;
     Chapter 10 (Determining the Status of Your Filing)--this 
information will be moved to the EDGAR-Information for Filers web page 
on SEC.gov at https://www.sec.gov/edgar/filer-information; and
     Appendix B (EDGAR--Information for Filers)--this 
information will be incorporated in the text of Volume II of the Filer 
Manual, ``2.3--General Information for Filers.''

Minor Update To Improve Payment Information in Filer's EDGAR Account

    On April 17, 2023, EDGAR Release 23.1.1 introduced a change related 
to the Processing of Debit/Credit Card Cash Receipts. The ``Retrieve 
Balance Information'' screen was updated to reflect the processing of 
pay.gov payments in real time. The ``Account Balance'' field now 
displays credit/debit card payments within 15 minutes of payment 
confirmation. The ``Amount of Last Deposit'' and ``Date of Last 
Deposit'' fields were also updated accordingly.\9\
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    \9\ This minor update was made in EDGAR Release 23.1.1 on Apr. 
17, 2023.
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Minor Corrections to EDGAR Filer Manual

    Sections 5.2.2.2 and 5.2.2.4 of the EDGAR Filer Manual Volume II 
were edited to add tags that identify potential problems that could 
cause Blind XSS payload issues. When a filer uploads an htm file as an 
attachment with any of these tags, EDGAR will reject the document as 
``Invalid Content.'' \10\
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    \10\ Technical corrections to Volume II were made in EDGAR 
Update 23.0.1.ul on Feb. 16, 2023.
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    Finally, revisions have been made in EDGAR Filer Manual Volume II 
at sections 6.5.40, 6.5.56 and 6.12.10 to correct errors from the 
previous Release 23.1 changes.\11\
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    \11\ Text corrections to Volume II were made in EDGAR Release 
23.1.1 on Apr. 17, 2023.
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III. 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/filerinformation/current-edgar-filer-manual.

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'').\12\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \13\ or a report 
to Congress under the Small Business Regulatory Enforcement Fairness 
Act of 1996.\14\
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    \12\ 5 U.S.C. 553(b)(A).
    \13\ 5 U.S.C. 601 through 612.
    \14\ 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 18, 2023. In accordance with the APA,\15\ 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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    \15\ 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,\16\ sections 3, 12, 13, 14, 15, 15B, 23 and 35A of the Securities 
Exchange Act of 1934,\17\ section 319 of the Trust Indenture Act of 
1939,\18\ and sections 8, 30, 31, and 38 of the Investment Company Act 
of 1940.\19\
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    \16\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \17\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \18\ 15 U.S.C. 77sss.
    \19\ 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, 80b-4, 80b-6a, 80b-10, 80b-11, 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 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 66 (June 2023). 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 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, 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. For information on the availability 
of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations.html or email [email protected]. The 
EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.

    By the Commission.

    Dated: June 15, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-15171 Filed 7-17-23; 8:45 am]
BILLING CODE 8011-01-P