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Federal Register / Vol. 86, No. 234 / Thursday, December 9, 2021 / Rules and Regulations paragraph B.18, and Form NCSR to revise paragraph j of Item 4. The amended language in these forms is the same as the language in the interim final amendments, with the exception of the modification pertaining to VIE
structures described below, and requires a Commission-Identified Foreign Issuer to provide the disclosures discussed above that are required by the HFCA
Act.41
We do not believe it is necessary to explain further what is meant by official of the CCP or require additional disclosures relating to this matter at this time. We believe the term is clear from the HFCA Act and our amendments. Moreover, we are not adopting additional disclosure requirements suggested by some commenters, as they would exceed the HFCA Acts requirements and are outside the scope of this rulemaking.
We note commenters concerns that the interim final amendments could be interpreted to mean that a CommissionIdentified Foreign Issuer listed in the United States using VIE or similar corporate structures that is incorporated or otherwise organized in one jurisdiction, but that has a consolidated operating company incorporated or otherwise organized in another jurisdiction, may not be required to disclose government ownership of shares of the operating company.42 That was not the intent of the interim final amendments, and we do not believe this is consistent with the intent of the HFCA Act. Therefore, we believe that a registrant should provide the required disclosure associated with a consolidated operating company through a VIE structure or other similar structures. Also, we do not believe that a registrant should be able to avoid the HFCA Acts requirements by using a VIE
structure or other similar structures.
Therefore, the final amendments modify the interim final amendments to make clear that the registrant must, in addition to providing the required disclosures for the CommissionIdentified Foreign Issuer, look through a VIE or any structure that results in additional foreign entities being consolidated in the financial statements of the registrant and provide the required disclosures about any consolidated operating company or companies in the relevant jurisdiction.
Thus, the amended forms state that any Commission-Identified Foreign Issuer that uses a VIE or any structure that results in additional foreign entities 41 See 42 See
supra Section II.B.1.
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being consolidated in the financial statements of the registrant must provide the required disclosures for itself and its consolidated foreign operating entities.
C. Inline XBRL Tagging In the Interim Final Release, we sought comment on whether to introduce structured data tagging requirements pertaining to the auditor name and jurisdiction on the audit report signed by the registered public accounting firm in the registrants Form 10K, Form 20F, and Form 40F. We suggested that such tagging would provide machine-readable data directly from the registrant identifying the audit firm retained by it, and may therefore facilitate the Commissions determination of the registrants it should designate as CommissionIdentified Issuers. Two commenters recommended an eXtensible Business Reporting Language XBRL
structured tagging requirement.43 One of these commenters recommended tagging the auditor name, branch office, and PCAOB jurisdiction as listed on the Form AP, and the other commenter suggested tagging the auditors name and jurisdiction as set forth on the audit report.44
Consistent with these commenters suggestions, the final amendments include a new tagging requirement to facilitate the Commissions accurate and efficient identification of CommissionIdentified Issuers. To implement this requirement, in December 2021, the Document Entity and Information DEI taxonomy will be updated to include three additional data elements, applicable to annual report filings on Forms 10K, 20F, and 40F that are submitted with XBRL presentations.45
Those three data elements will identify the auditor or auditors who have provided opinions related to the financial statements presented in the registrants annual report, the location where the auditors report has been 43 See
letters from U.S. Acctg. Academics and CII.
letter from U.S. Acctg. Academics.
45 We expect that the revised DEI Taxonomy will be published as dei2021q4. A draft of the taxonomies was published for comment on September 1, 2021 at https xbrl.sec.gov/dei/
2021q4/. See DRAFT 20201Q4 and Draft 2022 SEC
Taxonomies, available at https www.sec.gov/
structureddata/announcement/osd-announcement081621-draft-cef-and-vip-taxonomies-update. See Also Release Notes for CEF and DEI Taxonomies 2021Q4 DRAFT, U.S. Sec. Exch. & Commn Sept.
1, 2021, available at https xbrl.sec.gov/doc/
releasenotes-2021q4-draft.pdf. We are not making similar updates to the DEI taxonomy for Form N
CSR because the Commission currently collects on Form NCEN referenced in 17 CFR 249.330
information regarding a funds auditor in a structured data format.
44 See
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issued, and the PCAOB ID Numbers of the audit firms or branches providing the opinions.
When the updated DEI taxonomy is published, deployed to EDGAR, and announced as part of the newly-adopted EDGAR Filer Manual for the relevant release in December 2021, all registrants will be required to use the updated taxonomy, or a subsequently adopted version of the taxonomy, for any annual report filed for a period ended after December 15, 2021.
We are adding a new paragraph to Rule 405 of Regulation ST to clarify that registrants must use the new data elements. The paragraph will remain part of Regulation ST until the 2021
DEI taxonomy has been removed from EDGAR in 2023. Because we are not adopting a change to the underlying forms, for registrants that are filing their financial statements using Inline XBRL, the final amendments leave placement of the underlying tags within the annual report up to the registrant.46
D. Timing Issues The HFCA Act was enacted on December 18, 2020 and provides for identification of the issuers required to file reports under Section 13 or 15d of the Exchange Act during a year that begins after the date of enactment of the HFCA Act. Given this statutory language, and in response to some commenters,47 we reiterate that a registrant will not be subject to a noninspection year determination for any fiscal year ending on or prior to December 18, 2020. Accordingly, the Commission will identify registrants pursuant to the HFCA Act based on the PCAOBs determination and on registrants annual reports for fiscal years beginning after December 18, 2020. The earliest that the Commission could identify a Commission-Identified Issuer would be after registrants file their annual reports for 2021 and identify the accounting firm that audited their financial statements.
A registrant will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was so identified. This means that if a registrant is identified as being a Commission-Identified Issuer based on 46 The new DEI tagged data elements, particularly the PCAOB ID Number, are not new disclosure requirement themselves e.g., not changing the current form and content of the independent auditors report, but are necessary for EDGAR and the staff to process the forms, akin to an EDGAR
header data element. The data elements will to assist the Commission and its staff in performing the required identification activity required by the Act.
47 See letters from ASA, Chamber, and NYSE.

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