Federal Register - May 11, 2021
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Source: Federal Register
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Federal Register / Vol. 86, No. 89 / Tuesday, May 11, 2021 / Rules and Regulations
filings made in electronic format.1 Filers should consult the Filer Manual in conjunction with our rules governing mandated electronic filings when preparing documents for electronic submission.
Volume I of the Filer Manual provides general information regarding electronic submissions to the Commission on EDGAR, including information concerning requirements for becoming an EDGAR filer.2 The amendments to Volume I require certain applicants that already have an EDGAR Central Index Key or CIK account number, but do not have EDGAR access codes, to submit the application for EDGAR access codes Form ID and an authenticating document to obtain access to EDGAR. In addition, the Commission is:
Amending related rules and Form ID to reflect the changes to the EDGAR
access process;
Modifying Form ID to update its instructions and cross-references to Volume I of the Filer Manual; and Amending Volume II of the Filer Manual in accordance with additional EDGAR updates.
II. Amendments to Volume I of the Filer Manual, Rules Related to EDGAR
Access, and Form ID
All individuals, companies, and other organizations who seek a CIK and access codes to file on EDGAR must complete and submit a Form ID and an authenticating document.3 The Form ID
and authenticating document are intended to allow Commission staff to review applicant business information, determine if a person signing the Form ID is authorized by the applicant, and confirm the authorized persons identity through notarization. A separate, abbreviated process existed for certain applicants seeking EDGAR access codes that already have CIKs but have not filed electronically on EDGARfor example, broker-dealers who have previously filed with the Commission only in paper form. This process was referred to as Convert Paper Only Filer to Electronic Filer.
In order to implement a more uniform and secure process for EDGAR access, 1 See
Rule 301.
originally adopted the Filer Manual on April 1, 1993, with an effective date of April 26, 1993.
Release No. 336986 Apr. 1, 1993 58 FR 18638.
The most recent update to the Filer Manual was Volume I: General Information, Version 36
December 2020 and Volume II: EDGAR Filing, Version 56 December 2020. See Adoption of Updated EDGAR Filer Manual, Proposed Collection and Comment Request for Form ID, Release No. 33
10902 Dec. 11, 2020 86 FR 7968 Feb. 3, 2021
Revised Volume I Release.
3 See 17 CFR 232.10b, 17 CFR 239.63, 17 CFR
249.446, 17 CFR 269.7 and 17 CFR 274.402.
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the Commission is amending Volume I
of the EDGAR Filer Manual to require these applicants that already have CIKs, but do not have EDGAR access codes, to submit a Form ID and authenticating document to obtain EDGAR access.4
This process will streamline administration of EDGAR access in the short term, and facilitate modernization of EDGAR access in the longer term.
As a conforming change, the Commission is deleting the phrase, to whom the Commission previously has not assigned a Central Index Key CIK
code in rules related to EDGAR access requests.5 Separately, the Commission is amending Form ID to delete references to applicants that do not have CIKs.
These amendments clarify that a Form ID submission will be required by Convert Paper Only Filer to Electronic Filer applicants that already have CIKs but do not have EDGAR access codes.6
Finally, the Commission is modifying Form ID to update its instructions and cross-references to Volume I of the Filer Manual.7
III. EDGAR Releases and Amendments to Volume II of the Filer Manual EDGAR is being updated in Release 21.1, and was previously updated in Release 21.0.1, and corresponding amendments to Volume II of the Filer Manual are being made to reflect these changes, as described below.8
On November 2, 2020, the Commission adopted changes to Form C
to be used by participants in Regulation Crowdfunding offerings.9 As a result of 4 The amendments to Volume I of the Filer Manual also include adding the title EDGAR
Access Consequences of Potentially Misleading or Manipulative Submissions and Unauthorized Submissions to the discussion regarding 17 CFR
232.15 Rule 15 of Regulation ST and changing the reference authentication documents to authenticating documents.
5 See new rules 17 CFR 232.10b, 17 CFR 239.63, 17 CFR 249.446, 17 CFR 269.7, and 17 CFR 274.402.
6 We have submitted revised burden estimates on the Form ID collection of information to OMB for approval and have provided a notice and opportunity for the public to comment on the revised burden estimates. See, e.g., Proposed Collection and Comment Request for Form ID 85
FR 86599 Dec. 30, 2020.
7 See Revised Volume I Release allowing applicants to EDGAR the option of obtaining electronic notarizations and remote online notarizations. The Commission also amended 17
CFR 232.10b to remove the manual signature requirement for EDGAR access requests to allow electronic signature requests. Id.
8 EDGAR Release 21.1 will be deployed on or about March 22, 2021. EDGAR Release 21.0.1 was deployed on January 11, 2021, and EDGAR Release 21.0.2 was deployed on February 18, 2021 note that there were no corresponding amendments to the EDGAR Filer Manual for Release 21.0.2.
9 See Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets, Release No.
3310884 Nov. 2, 2020 86 FR 3496 Jan. 14, 2021.
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this rulemaking, EDGAR Release 21.1
updates the following submission form types to include co-issuer fields: C, C/A, CU, CAR, CAR/A, and CTR.
Filers can specify the co-issuer name, legal status, and address if the co-issuer is not an EDGAR filer but associated with the C, C/A, CU, CAR CAR/A, and CTR filing. Alternatively, if the coissuer is an EDGAR filer, the system will pre-populate this information based on the CIK provided. See Chapter 8
Preparing And Transmitting Online Submissions of the EDGAR Filer Manual, Volume II: EDGAR Filing.
In order to simplify the preparation of XBRL submissions and reduce the number of separate file attachments, the content of section 6.7.8 Element xsd:schema must not contain any occurrences of embedded linkbases of Volume II of the Filer Manual has been deleted and marked as Reserved.
Relatedly, updates have been made to section 6.9 Syntax of all Linkbases of Volume II of the Filer Manual. See Chapter 6 Interactive Data of the EDGAR Filer Manual, Volume II:
EDGAR Filing.
EDGAR Release 21.0.1 updated submission form types NMFP2 and NMFP2/A to allow filers to provide negative values for Item A.16 and select Exempt Government and Government/Agency as the category of the fund in Item A.10 of the form types. EDGAR will continue to allow filers to choose Exempt Government and Treasury as the category of the fund in Item A.10 of the form types. See Appendix A Messages Reported by EDGAR of the EDGAR Filer Manual, Volume II: EDGAR Filing.
EDGAR Release 21.0.1 updated filerconstructed submission form types NCEN and NCEN/A to validate the CIK provided in the Filer Information section of the header with the CIK listed in the Information about the Registrant section. See Appendix A
Messages Reported by EDGAR of the EDGAR Filer Manual, Volume II:
EDGAR Filing.
EDGAR Release 21.1 also introduces, and Release 21.0.2 introduced, additional changes in EDGAR that do not require corresponding amendments to the Filer Manual. See the Updates section of Volume II of the EDGAR Filer Manual, Volume II: EDGAR Filing.
IV. Amendments to Rule 301 of Regulation ST
Along with the adoption of the updated Filer Manual, we are amending Rule 301 of Regulation ST to provide for the incorporation by reference into the Code of Federal Regulations of the current revisions. This incorporation by
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