On November 18, 2020, the SEC published a draft of the EDGAR Filer Manual Volume II “EDGAR Filing,” (Version 56). Though there may be elements of the draft the SEC has not approved, may approve or disapprove, and may modify, the agency is making the draft available to the filing community to: 1) solicit responses; and 2) support filers in preparing for the potential amendments to the EDGAR system that are detailed in the draft. The release of the draft EDGAR Filer Manual is not meant to imply SEC support of any proposed changes relating to the EDGAR system expressed in the draft.
For rule-based modifications, issuers should refer to the effective dates of the related rule. Non-rule-based modifications that are summarized in the draft Volume II of the EDGAR Filer Manual are slated to take effect on December 14, 2020. Visit sec.gov to access SEC final rules.
EDGAR Updates
On December 14, 2020, Volume II of the EDGAR Filer Manual will be revised as follows as part of EDGAR Release 20.4.
Release 33-10771 (Effective August 1, 2020)
The EDGAR System will implement the following new submission form types in EDGAR to allow eligible business development comapnies or closed-end funds investment companies to file automatic shelf registration statements (ASRs) and corresponding post-effective amendments (POSASRs):
- N-2 POSASR: Post-effective amendment to an automatic shelf registration statement on Form N-2 for well-known seasoned issuers
- N-2ASR: Automatic shelf registration statement on Form N-2 for well-known seasoned issuers
To access the new submission form types, select the "EDGARLink Online Form Submission" link on the EDGAR Filing Website. Filers will be able to create XML submissions for these submission form types by following the "EDGARLink Online XML Technical Specification" document available on sec.gov.
- When creating submissions, include the following new header data elements on the “Main” tab of submission form types 486APOS, 486BPOS, 486BXT N-2, N-2/A, N-2MEF, and POS 8C:
- Filed Pursuant to General Instruction A.2?
- Is Filer a Well-Known Seasoned Issuer?
- Is Filer a New Registrant?
Release 33-10771 (Effective August 1, 2021)
The SEC has approved rule amendments to update its approach to securities fee registration payment by making it mandatory for closed-end investment companies that operate as “interval funds” to pay securities registration fees using the same method as exchange-traded funds and mutual funds. Therefore, EDGAR will be revised as follows:
- On the “Main” tab on submission form types N-2, N-2/A, N-14 8C, N-14 8C/A, N-2MEF, and N-14MEF, include the following new header data element:
- When the Investment Company Type is “N-2”, permit filers to itemize share class information on submission form types 24F-2NT and 24F-2NT/A
See Chapter 3 (Index to Forms), Chapter 4 (Filing Fee Information), Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions), Appendix A (Messages Reported by EDGAR) and Appendix C (EDGAR Submission Types) of the EDGAR Filer Manual, Volume II: “EDGAR Filing”.
Release 34-88365 (Effective April 27, 2020)
Issuers must include a check box on the cover page of their Forms 10-K, 20-F, and 40-F annual reports to disclose whether they have obtained an internal control over financial reporting (“ICFR”) auditor attestation under Section 404(b) of the Sarbanes-Oxley Act. EDGAR XBRL validation will be revised to require that the ICFR auditor attestation flag, “IcfrAuditorAttestationFlag”, be on submission form types 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F, 20-F/A, 40-F, and 40-F/A in accordance with Release 34-88365. This flag is a part of the XBRL DEI-2020 Taxonomy. See Chapter 6 (Interactive Data) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”
Release 33-10762 (Effective January 4, 2021)
EDGAR will revise Regulation A form types to allow filers to identify subsidiaries that provide guarantees. Filers will have the option to attach new exhibits in ASCII format (and unofficially in PDF format) or in official HTML on submission form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, and 1-U/A. The new exhibits to be added are:
- ‘EX1A-17 GNTR/ISSR’ on form types DOS, DOS/A, 1-A, 1-A/A, and 1-A POS
- ‘EX1K-17 GNTR/ISSR’ on form types 1-K and 1-K/A
- ‘EX1SA-17 GNTR/ISSR’ on form types 1-SA and 1-SA/A
- ‘EX1U-17 GNTR/ISSR’ on form types 1-U and 1-U/A
EDGAR will add ‘ADD EXHB’ on form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, and 1-U/A. The ‘ADD EXHB’ exhibit will replace the ‘EX1A-15 ADD EXHB’, ‘EX1K-15 ADD EXHB’, ‘EX1SA-15 ADD EXHB’, and ‘EX1U-15 ADD EXHB’ exhibits. EDGAR has renamed ‘ADD EXHB’ by removing the following exhibits on Regulation A form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, and 1-U/A:
- ‘EX1A-15 ADD EXHB’ from DOS, DOS/A, 1-A, 1-A/A, and 1-A POS form types
- ‘EX1K-15 ADD EXHB’ from 1-K and 1-K/A form types
- ‘EX1SA-15 ADD EXHB’ from 1-SA and 1-SA/A form types
- ‘EX1U-15 ADD EXHB’ from 1-U and 1-U/A form types
The “EDGARLink Online XML Technical Specification” document will be updated and accessible on sec.gov, as will the “EDGAR Reg A XML Technical Specification” document.
Current EDGAR Filer Manuals (Volumes I - II) may be accessed here. If approved by the SEC, the final version of the EDGAR Filer Manual will be made available on the SEC’s website on or about December 14, 2020.
Sources:
Draft EDGAR Filer Manual (sec.gov)
EDGAR Filer Manual - Volume II EDGAR Filing (Version 55, December 2020) (sec.gov)
