[Federal Register Volume 86, Number 89 (Tuesday, May 11, 2021)]
[Rules and Regulations]
[Pages 25803-25806]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-08759]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 249, 269 and 274

[Release Nos. 33-10935; 34-91352; 39-2538, IC-34226]


Adoption of Updated EDGAR Filer Manual, Form ID Amendments

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
adopting amendments to Volumes I and II of the Electronic Data 
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual 
(``EDGAR Filer Manual'' or ``Filer Manual''), a related form, and 
related rules. The amendments result in a more uniform and secure 
process for EDGAR access by requiring certain applicants that already 
have an EDGAR Central Index Key (or CIK) account number, but do not 
have EDGAR access codes, to submit the related form and an 
authenticating document to obtain access to EDGAR. The related form has 
also been amended to update its instructions and cross-references to 
Volume I of the Filer Manual. The revisions to Volume II reflect 
additional updates to the EDGAR system.

DATES: 
    Effective date: May 11, 2021.
    Incorporation by reference: The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of May 11, 2021.
    Compliance date: The applicable compliance date is discussed in 
Section VII.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume I of the Filer Manual, Form ID, and related rules, please 
contact Rosemary Filou, Chief Counsel, or Monica Lilly, Senior Special 
Counsel, in the EDGAR Business Office at 202-551-3900. For questions 
concerning the changes to the submission form types for Forms N-NMFP 
and N-CEN, please contact Heather Fernandez in the Division of 
Investment Management at (202) 551-6708. For questions concerning 
changes to the submission form types for Form C, please contact 
Christian Windsor, Senior Special Counsel, in the Division of 
Corporation Finance at (202) 551-3419. For questions concerning the 
XBRL submissions, please contact the Office of Structured Disclosure in 
the Division of Economic and Risk Analysis at (202) 551-5494.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume I: ``General Information,'' Version 37 (March 2021) and 
Volume II: ``EDGAR Filing,'' Version 57 (March 2021); amendments to 17 
CFR 232.10 and 17 CFR 232.301 (``Rule 301''); and amendments to Form ID 
(17 CFR 239.63, 17 CFR 249.446, 17 CFR 269.7, and 17 CFR 274.402). The 
updated Filer Manual volumes are incorporated by reference into the 
Code of Federal Regulations.

I. Background

    The Filer Manual contains technical specifications needed for 
filers to make submissions on EDGAR. Filers must comply with the 
applicable provisions of the Filer Manual in order to assure the timely 
acceptance and processing of

[[Page 25804]]

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.
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    \1\ See Rule 301.
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    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:
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    \2\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (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'').
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     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 person's 
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 EDGAR--for 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.''
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    \3\ See 17 CFR 232.10(b), 17 CFR 239.63, 17 CFR 249.446, 17 CFR 
269.7 and 17 CFR 274.402.
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    In order to implement a more uniform and secure process for EDGAR 
access, 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.
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    \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 S-T) and changing the reference ``authentication'' 
documents to ``authenticating'' documents.
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    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\
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    \5\ See new rules 17 CFR 232.10(b), 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)].
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    Finally, the Commission is modifying Form ID to update its 
instructions and cross-references to Volume I of the Filer Manual.\7\
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    \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 232.10(b) to 
remove the manual signature requirement for EDGAR access requests to 
allow electronic signature requests. Id.
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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\
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    \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).
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    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 this rulemaking, EDGAR Release 21.1 updates the following 
submission form types to include co-issuer fields: C, C/A, C-U, C-AR, 
C-AR/A, and C-TR. 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, C-U, C-AR C-AR/A, and C-TR filing. Alternatively, if the 
co-issuer 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.''
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    \9\ See Facilitating Capital Formation and Expanding Investment 
Opportunities by Improving Access to Capital in Private Markets, 
Release No. 33-10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)].
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    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 N-MFP2 and N-
MFP2/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 filer-constructed submission form 
types N-CEN and N-CEN/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 S-T

    Along with the adoption of the updated Filer Manual, we are 
amending Rule 301 of Regulation S-T to provide for the incorporation by 
reference into the Code of Federal Regulations of the current 
revisions. This incorporation by

[[Page 25805]]

reference was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. Typically, the 
EDGAR Filer Manual is also available for website viewing and printing 
in the Commission's Public Reference Room, 100 F Street NE, Washington, 
DC 20549, on official business days between the hours of 10 a.m. and 3 
p.m. Due to pandemic conditions, however, access to the Commission's 
Public Reference Room is not permitted at this time.

V. Administrative Law Matters; Effective and Compliance Dates

    Because the Filer Manual, and form and rule amendments, relate 
solely to agency procedures or practice and do not substantially alter 
the rights and obligations of non-agency parties, publication for 
notice and comment is not required under the Administrative Procedure 
Act (``APA'').\10\ It follows that the amendments do not require 
analysis under requirements of the Regulatory Flexibility Act \11\ or a 
report to Congress under the Small Business Regulatory Fairness 
Act.\12\
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    \10\ 5 U.S.C. 553(b)(A).
    \11\ 5 U.S.C. 601-612.
    \12\ 5 U.S.C. 804(3)(C).
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    The effective date for the Filer Manual, Form ID, and related rule 
amendments is May 11, 2021. The compliance date for the updated Volume 
I of the Filer Manual, Form ID amendments (17 CFR 239.63, 17 CFR 
249.446, 17 CFR 269.7, and 17 CFR 274.402), and 17 CFR 232.10(b) is 
June 25, 2021.
    In accordance with the APA,\13\ we find that there is good cause to 
establish an effective date less than 30 days after publication of 
these rules. The Commission believes that establishing an effective 
date less than 30 days after publication of these rules is necessary to 
coordinate the effectiveness of the updated Filer Manual with the 
related system upgrades.
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    \13\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis

    We are adopting the amendments to Regulation S-T and Form ID under 
the authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act 
of 1933,\14\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\15\ Section 319 of the Trust Indenture 
Act of 1939,\16\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\17\
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    \14\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \15\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \16\ 15 U.S.C. 77sss.
    \17\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects

 17 CFR Parts 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

 17 CFR Parts 239, 249, 269 and 274

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The authority citation for part 232 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *


Sec.  232.10  [Amended]

0
2. Amend Sec.  232.10(b) by removing the phrase ``to whom the 
Commission previously has not assigned a Central Index Key (CIK) 
code,''.

0
3. Revise Sec.  232.301 to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 37 (March 2021). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 57 (March 2021). All of these provisions have 
been incorporated by reference into the Code of Federal Regulations, 
which action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with 
these requirements in order for documents to be timely received and 
accepted. The EDGAR Filer Manual is available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. The EDGAR Filer 
Manual is also available for website viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10 a.m. and 3 
p.m. You can also inspect the document at the National Archives and 
Records Administration (NARA). For information on the availability of 
this material at NARA, email fedreg.legal@nara.gov, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
4. The authority citation for part 239 continues to read, in part, as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 
80a-26, 80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 
126 Stat. 312, unless otherwise noted.
* * * * *


Sec.  239.63  [Amended]

0
5. In Sec.  239.63, amend the introductory text by removing the phrase 
``to whom the Commission previously has not assigned a Central Index 
Key (CIK) code,''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
6. The authority citation for part 249 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124 
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012); 
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001, 
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
* * * * *


Sec.  249.446  [Amended]

0
7. In Sec.  249.446, amend the introductory text by removing the phrase 
``to whom the Commission previously has not assigned a Central Index 
Key (CIK) code,''.

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

0
8. The authority citation for part 269 continues to read as follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, and 78ll(d), unless otherwise noted.
* * * * *

[[Page 25806]]

Sec.  269.7  [Amended]

0
9. In Sec.  269.7, amend the introductory text by removing the phrase 
``to whom the Commission previously has not assigned a Central Index 
Key (CIK) code,''.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
10. The authority citation for part 274 continues to read, in part, as 
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, and Pub. L. 111-203, 
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *


Sec.  274.402  [Amended]

0
11. In Sec.  274.402, amend the introductory text by removing the 
phrase ``to whom the Commission previously has not assigned a Central 
Index Key (CIK) code,''.

0
12. Form ID (referenced in Sec. Sec.  239.63, 249.446, 259.602, 269.7 
and 274.402) is amended by:

    Note:  The text of Form ID does not, and the amendments will 
not, appear in the Code of Federal Regulations.

0
a. In the instructions to the form, removing ``to whom the Commission 
previously has not assigned a Central Index Key (CIK) code,'' from the 
first sentence in the section entitled ``Using and Preparing Form ID'';
0
b. In the instructions to the form, revising the third paragraph in the 
section entitled ``Using and Preparing Form ID'' to read as follows: 
``The applicant must provide applicable responses within the Form ID 
electronic filing. The applicant can save a partial or full Form ID 
electronic filing. At the completion of filling out the online form, 
the applicant must sign the copy within the ``Form ID: Notarized 
Authentication'' section and have the signature notarized to confirm 
authenticity of the Form ID filing. This signed and notarized document 
will fulfill the authenticating document requirement. This 
authenticated document must be attached to the
0
c. electronic Form ID filing in PDF format.''; and
0
d. In the instructions to the form, removing the last sentence in the 
second paragraph under ``Contact for EDGAR Information, Inquiries, and 
Access Codes'' in the section entitled ``Section III--Contact 
Information.''

    By the Commission.

    Dated: March 18, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-08759 Filed 5-10-21; 8:45 am]
BILLING CODE 8011-01-P


