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Federal Register / Vol. 86, No. 234 / Thursday, December 9, 2021 / Rules and Regulations enforcement agencies including the Consumer Financial Protection Bureau, a federal functional regulator, the Secretary of the Treasury, with respect to 31 U.S.C. Chapter 53, Subchapter II
Records and Reports on Monetary Instruments and Transactions and 12
U.S.C. Chapter 21 Financial Recordkeeping, a State insurance authority, with respect to any person domiciled in that insurance authoritys State that is engaged in providing insurance, and the Federal Trade Commission, self-regulatory organizations, or for an investigation on a matter related to public safety;

313.18

Removed
7. Remove 313.18.

By direction of the Commission.
April J. Tabor, Acting Secretary.
FR Doc. 202125735 Filed 12821; 8:45 am BILLING CODE 675001P

SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 200, 232, and 249
Release No. 3493701; IC34431; File No.
S70321
RIN 3235AM84

Holding Foreign Companies Accountable Act Disclosure Securities and Exchange Commission.
ACTION: Final rule.
AGENCY:

We are adopting amendments to finalize interim final rules that revised Forms 20F, 40F, 10K, and NCSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act HFCA Act. The final amendments apply to registrants that the Securities and Exchange Commission Commission identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board PCAOB is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCA

SUMMARY:

Act, the amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuers annual report regarding the audit arrangements of, and governmental influence on, such registrants.
The amendments are effective on January 10, 2022, except for the addition of 232.405c1iiiC, which is effective from January 10, 2022, until July 1, 2023.

DATES:

FOR FURTHER INFORMATION CONTACT:

Luna Bloom, Office Chief, at 202 551
3430, in the Office of Rulemaking, Division of Corporation Finance;
Theodore Venuti, Assistant Director, at 202 5515658, in the Office of Market Supervision, Division of Trading and Markets; or Blair Burnett, Senior Counsel, at 202 5516792, in the Investment Company Regulation Office, Division of Investment Management;
U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.
We are adopting amendments to the following rules and forms.

SUPPLEMENTARY INFORMATION:

CFR citation 17 CFR

Commission reference Regulation ST:
Rule 405
Securities Exchange Act of 1934 Exchange Act:1
Form 20F
Form 40F
Form 10K
Exchange Act and Investment Company Act of 1940 Investment Company Act:2
Form NCSR

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Table of Contents I. Introduction II. Discussion of Amendments A. Documentation Submission Requirements 1. Interim Final Amendments 2. Comments 3. Final Amendments B. Disclosure Requirements 1. Interim Final Amendments 2. Comments 3. Final Amendments C. Inline XBRL Tagging D. Timing Issues E. Determination of Commission-Identified Issuer F. Process for Trading Prohibition 1. HFCA Act Trading Prohibitions 2. Process for Imposing a HFCA Act Trading Prohibition 1 15
2 15

U.S.C. 78a et seq.
U.S.C. 80a1 et seq.

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3. Process for Terminating Trading Prohibitions; Required Certification G. Amendment to the Delegations of Authority of the Commission III. Procedural and Other Matters IV. Economic Analysis A. Introduction and Broad Economic Considerations B. Baseline 1. Regulatory Baseline 2. Affected Parties C. Economic Effects 1. Benefits and Costs of HFCA Act Disclosure Requirements 2. Benefits and Costs of HFCA Act Submission Requirement 3. Impact on Efficiency, Competition, and Capital Formation V. Paperwork Reduction Act A. Background B. Summary of the Amendments C. Burden and Cost Estimates Related to the Amendments VI. Statutory Authority
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232.405.
249.220f.
249.240f.
249.310.
249.331 and 274.128.

I. Introduction On March 18, 2021,3 the Commission adopted interim final amendments to Form 10K, Form 20F, Form 40F, and Form NCSR to implement the disclosure and submission requirements of Sections 2 and 3 of the HFCA Act,4
which became law on December 18, 2020. Section 2 of the HFCA Act amended Section 104 of the SarbanesOxley Act of 2002 Sarbanes-Oxley Act 5 by adding Section 104i to the Sarbanes-Oxley Act. Section 104i2 of 3 See Holding Foreign Companies Accountable Act Disclosure, Release No. 3491364 Mar. 18, 2021 86 FR 17528 Apr. 5, 2021 Interim Final Release.
4 Public Law 116222, 134 Stat. 1063 Dec. 18, 2020.
5 15 U.S.C. 7214 as amended by Pub. L. 116
222.

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