Federal Register - February 3, 2021

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Fuente: Federal Register

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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations
territory of the United States or the District of Columbia.18
Finally, we are revising Rule 10 to exclude the authentication document required by Rule 10 from the signature requirements of Rule 302 of Regulation ST.19 Among other things, Rule 302
requires signatures to any electronic submission to be in typed form, rather than manual format, and provides various signature authentication requirements related to typed signatures.20 Since Rule 10 currently requires filers to submit a manually signed authentication document, that authentication document is not subject to the requirements of Rule 302.
However, since as discussed above we are removing the manual signature requirement from Rule 10 to permit electronic notarization and remote online notarization, which include electronic signatures, the authentication document required by Rule 10 would be subject to Rule 302s signature authentication requirements unless excluded from its provisions. Since Rule 10 already provides separate signature authentication requirements,21 we do not believe it is necessary to require filers seeking EDGAR access to comply with the signature authentication requirements of both Rule 10 and Rule 302.

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III. Amendments to Rule 12, Regulation ST
The Commission is amending Rule 12c of Regulation ST to reflect that electronic filings and other documents may be submitted from 6 a.m. to 10
p.m., Eastern Time instead of by direct transmission, via dial-up modem 18 See EDGAR Filer Manual, Volume I, Version 36, Section 3.
19 See amended Rule 10c; see also Rule 302.
20 The Commission recently amended Rule 302 to permit the use of electronic signatures in signature authentication documents required to be executed and retained in connection with EDGAR filings. See Electronic Signatures Release, supra note 1.
Amended Rule 302 provides, among other things, that each signatory to an electronic filing shall manually or electronically sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in typed form within the electronic filing authentication document. Rule 302 further provides that an electronically signed authentication document must meet certain requirements set forth in the EDGAR Filer Manual and that each signatory who electronically signs an authentication document pursuant to Rule 302 must manually sign a document attesting that, when using electronic signatures for purposes of Rule 302, the use of such electronic signature constitutes the legal equivalent of such individuals manual signature for purposes of authenticating the signature to any filing for which it is provided.
21 As discussed above, Rule 10 of Regulation S
T provides that filers must submit a signed and notarized document as part of the application for EDGAR access. See supra note 14 and accompanying text.

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or internet . . . from 8 a.m. to 10 p.m., Eastern Standard Time or Daylight Saving Time, whichever is currently in effect. We are removing an antiquated and unnecessary reference to the method of submission and adjusting the filing times to reflect the Commissions current practice and the correct filing times set forth in the Filer Manual.22
IV. Edgar Release 20.4 and Amendments to Volume II of the Filer Manual EDGAR was updated in Release 20.4, and corresponding amendments to Volume II of the Filer Manual are being made to reflect these changes, described below.
On April 8, 2020, the Commission adopted rules to modify the registration, communications, and offering processes for business development companies and other closed-end investment companies including allowing such eligible entities to file automatic shelf registration statements ASRs and corresponding post-effective amendments POSASRs.23 EDGAR
Release 20.4 adds the following new submission form types: N2ASR:
Automatic shelf registration statement on Form N2 for well-known seasoned issuers; and N2 POSASR: Post-effective amendment to an automatic shelf registration statement on Form N2 for well-known seasoned issuers. EDGAR
Release 20.4 also adds new header data elements to the following submission form types: N2, N2/A, N2MEF, POS
8C, 486APOS, 486BPOS, and 486BXT.
In the Securities Offering Reform Release, the Commission also adopted amendments to modernize its approach to securities fee registration payment by requiring closed-end investment companies that operate as interval funds to pay securities registration fees using the same method as mutual funds and exchange-traded funds. EDGAR
Release 20.4 adds a new header data element to the following submission form types: N2, N2/A, N14 8C, N14
8C/A, and N14MEF. EDGAR Release 20.4 also allows filers to itemize share class information on submission form types 24F2NT and 24F2NT/A, when the investment company type is N2.
See Chapter 3 Index to Forms, Chapter 22 See EDGAR Filer Manual, Volume I, Version 36, Section 2 The SEC accepts electronic submissions on EDGAR . . . from 6 a.m. to 10 p.m.
Eastern Time.. This information was also included in previous versions of the Filer Manual.
See, e.g., EDGAR Filer Manual, Version 35, Volume I, Section 2.2 EDGAR accepts . . . new filings . . . from 6:00 a.m. to 10:00 p.m., Eastern Time..
23 See Securities Offering Reform for Closed-End Investment Companies, Release No. 3310771 Apr.
8, 2020 85 FR 33290 Securities Offering Reform Release.

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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.
On March 12, 2020, the Commission adopted a requirement that issuers include a check box on the cover page of their Forms 10K, 20F, and 40F
annual reports to disclose whether they have obtained an ICFR auditor attestation under section 404b of the Sarbanes-Oxley Act.24 EDGAR Release 20.4 updates the EDGAR XBRL
validation to require an ICFR auditor attestation flag on the following submission form types: 10K, 10K/A, 10KT, 10KT/A, 20F, 20F/A, 40F, and 40F/A. This flag is a part of the XBRL DEI2020 Taxonomy. See Chapter 6 Interactive Data of the EDGAR Filer Manual, Volume II: EDGAR Filing.
On March 2, 2020, the Commission adopted amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered, and added a new exhibit requirement for Securities Act of 1933 registration statements and Securities Exchange Act of 1934
periodic reports, as well as Regulation A
offering statements and reports, to improve those requirements for both investors and registrants.25 The amendments made new exhibits available for Regulation A form types to permit filers to identify subsidiaries that provide guarantees. Filers have the option to attach these new exhibits officially in HTML or ASCII format and unofficially in PDF format.
Accordingly, EDGAR Release 20.4 adds the following new exhibits:
EX1A17 GNTR/ISSR on form types DOS, DOS/A, 1A, 1A/A, and 1
A POS;
EX1K17 GNTR/ISSR on form types 1K and 1K/A;
EX1SA17 GNTR/ISSR on form types 1SA and 1SA/A;
EX1U17 GNTR/ISSR on form types 1U and 1U/A; and ADD EXHB on form types DOS, DOS/A, 1A, 1A/A, 1A POS, 1K, 1
K/A, 1SA, 1SA/A, 1U, and 1U/A.
To simplify future updates to the exhibits for these forms, EDGAR Release 20.4 adds ADD EXHB on form types DOS, DOS/A, 1A, 1A/A, 1A POS, 1
24 See Accelerated Filer and Large Accelerated Filer Definitions, Release No 3488365 Mar. 12, 2020 85 FR 17178.
25 See Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrants Securities, Release No. 3310762 Mar. 2, 2020 85
FR 21940.

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Federal Register - February 3, 2021

TítuloFederal Register

PaísEstados Unidos de América

Fecha03/02/2021

Nro. de páginas194

Nro. de ediciones7798

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