Adoption of Updated EDGAR Filer Manual, Proposed Collection and Comment Request for Form ID, 7968-7972 [2021-00381]

Download as PDF 7968 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations relevant to the matter (‘‘relevant persons’’). The Commission will send the notice and factual statement by electronic mail to the email address on record in the filer’s EDGAR account, and to the email address of any relevant persons. The Commission may also send, if necessary, the notice and factual statement by registered, certified, or express mail to the physical address on record in the filer’s EDGAR account and the physical address of any relevant persons. (c) Nothing in this section prevents a filer from addressing an error or mistake in the filer’s submission by making a filer corrective disclosure. By the Commission. Dated: December 11, 2020. Vanessa A. Countryman, Secretary. [FR Doc. 2020–28273 Filed 2–2–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 232 [Release Nos. 33–10902; 34–90637; 39– 2536, IC–34137] Adoption of Updated EDGAR Filer Manual, Proposed Collection and Comment Request for Form ID Securities and Exchange Commission. ACTION: Final rule. AGENCY: The Securities and Exchange Commission (the ‘‘Commission’’) is adopting revisions to Volumes I and II of the Electronic Data Gathering, Analysis, and Retrieval system (‘‘EDGAR’’) Filer Manual (‘‘EDGAR Filer Manual’’ or ‘‘Filer Manual’’) and related rules. The revisions substantially reduce the length of Volume I, and amend Volume I and related rules under Regulation S–T, including provisions regarding electronic notarizations and remote online notarizations, which include electronic signatures. The revisions to Volume II reflect changes made to EDGAR on December 14, 2020. The Commission is also providing notice and soliciting comments on the Form ID collection of information pursuant to the Paperwork Reduction Act of 1995. DATES: Effective date: February 3, 2021. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of February 3, 2021. Comments date: Comments regarding the Form ID collection of information jbell on DSKJLSW7X2PROD with RULES SUMMARY: VerDate Sep<11>2014 15:49 Feb 02, 2021 Jkt 253001 requirement for purposes of the Paperwork Reduction Act of 1995 should be received on or before March 1, 2021. FOR FURTHER INFORMATION CONTACT: For questions regarding updates to the Filer Manual and the related rule amendments, please contact Rosemary Filou, Chief Counsel; Monica Lilly, Senior Special Counsel; or Jane Patterson, Senior Counsel; in the EDGAR Business Office at 202–551– 3900, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. For questions regarding the submission form types allowing eligible business development companies and other closed-end investment companies to file automatic shelf registration statements and corresponding post-effective amendments and the submission form types for securities fee registration payments by closed-end investment companies, please contact Heather Fernandez in the Division of Investment Management at (202) 551–6708. For questions regarding the exhibits available for Regulation A form types, please contact Christian Windsor, Senior Special Counsel, in the Division of Corporation Finance at (202) 551– 3419. For questions regarding the internal control over financial reporting (‘‘ICFR’’) auditor attestation, please contact Christian Windsor, Senior Special Counsel, in the Division of Corporation Finance at (202) 551–3419, or for questions regarding the related changes to the EDGAR XBRL validation, 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 36 (December 2020) and Volume II: ‘‘EDGAR Filing,’’ Version 56 (December 2020) and amendments to 17 CFR 232.10 (‘‘Rule 10’’), 17 CFR 232.12 (‘‘Rule 12’’), and 17 CFR 232 301 (‘‘Rule 301’’) under 17 CFR 232.10 through 232.903 (‘‘Regulation S– T’’). The updated Filer Manual volumes are incorporated by reference into the Code of Federal Regulations. The revisions substantially reduce the length of Volume I of the Filer Manual while retaining the procedural requirements for making electronic submissions on EDGAR. The Volume I revisions also clarify the legal consequences of misstatements or omissions of fact in EDGAR submissions, and inform filers of the Commission’s authority regarding submissions on EDGAR. The Commission is also amending Volume I of the Filer Manual and a related rule PO 00000 Frm 00042 Fmt 4700 Sfmt 4700 under Regulation S–T to allow applicants for EDGAR access to use electronic notarizations and remote online notarizations, which include electronic signatures, in addition to notarizations that include manual signatures. Moreover, the Commission is amending the same rule to exempt the notarized document requirements for EDGAR access from certain signature requirements in another rule under Regulation S–T. In addition, the Commission is amending a rule under Regulation S–T to reflect the Commission’s current hours for submission of electronic filings. As a separate matter, the Commission is adopting amendments to Volume II of the Filer Manual to reflect changes made to EDGAR on December 14, 2020. Finally, the Commission is providing notice and soliciting comments on the Form ID collection of information pursuant to the Paperwork Reduction Act of 1995. I. Background 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.1 The Commission is substantially reducing the length of Volume I of the Filer Manual while retaining the procedural requirements for making electronic submissions on EDGAR. The revisions remove unnecessary and outdated content from Volume I, and relocate basic instructions and technical explanations to a newly designed web page on the Commission’s website. In addition, the Commission is: • Enhancing the statement in Volume I about the consequences of making false statements or omissions of fact in EDGAR submissions, and informing filers of the authority of the Commission to, and some of the circumstances in which the Commission may, prevent acceptance or dissemination of an attempted submission on EDGAR or revoke EDGAR access; • Amending Rule 10 of Regulation S– T 2 and Volume I of the Filer Manual to accept electronic notarizations and remote online notarizations, which include electronic signatures, in addition to notarizations that include 1 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 II: ‘‘EDGAR Filing,’’ Version 55 (November 2020). See Electronic Signatures in Regulation S–T Rule 302, Release No. 33–10889 (Nov. 17, 2020) [85 FR 78224] (‘‘Electronic Signatures Release’’). 2 See 17 CFR 232.10(b) (‘‘Rule 10(b)’’). E:\FR\FM\03FER1.SGM 03FER1 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations manual signatures, to support requests for EDGAR access; • Amending Rule 10 of Regulation S– T to exclude the authentication document in Rule 10(b) from the signature requirements of 17 CFR 232.302 (‘‘Rule 302’’); 3 • Amending Rule 12 of Regulation S– T to reflect the Commission’s current hours for submission of electronic filings and to conform to the Filer Manual; 4 • Making amendments to Volume II of the Filer Manual corresponding to the EDGAR updates in Release 20.4; and • Providing notice and soliciting comments on potential changes to the burden estimates associated with the Form ID collection of information pursuant to the Paperwork Reduction Act of 1995.5 II. Amendments to Volume I of the Filer Manual and Rule 10 of Regulation S– T jbell on DSKJLSW7X2PROD with RULES The updated Volume I of the Filer Manual retains and streamlines procedural requirements pertaining to EDGAR filing times, access, maintaining accurate information, paying filing fees, and prohibiting submission of social security numbers to EDGAR. The updated Volume I omits extensive stepby-step instructions and elementary technical explanations including EDGAR screen shots and error messages, an explanation of browsers, and a glossary of terms. The Commission is making accessible, user-friendly instructions and information available to filers on the recently revised ‘‘EDGAR Information for Filers’’ web page on SEC.gov.6 Moreover, filers may consult relevant topical Commission division or office web pages.7 The Commission is also removing technical explanations from Volume I of the Filer Manual that existed to assist a sub-section of filers who opted to use private industry software to construct 3 See 17 CFR 232.10(c) (‘‘Rule 10(c)’’); see also Rule 302. 4 See 17 CFR 232.12(c) (‘‘Rule 12(c)’’). 5 44 U.S.C. 3501 et seq. 6 See EDGAR—Information for Filers available at https://www.sec.gov/edgar/filer-information. The Commission staff has improved the architecture and content on the EDGAR Information for Filers web page, including the addition of an extensive How Do I guide which contains some of the information that previously was included in the EDGAR Filer Manual: Volume I ‘‘General Information,’’ Version 35. See How Do I guide available at https:// www.sec.gov/edgar/filer-information/how-do-i. 7 For example, filers may consult the Series and Class (Contract) Identifiers information page on SEC.gov available at https://www.sec.gov/info/ edgar/ednews/seriesclassfaq063006.htm for guidance on this topic, and the Filing Fees Branch homepage available at https://www.sec.gov/page/ ffbsectionlanding for information about filing fees. VerDate Sep<11>2014 15:49 Feb 02, 2021 Jkt 253001 filings outside of EDGAR, including using the Extensible Markup Language (XML) format.8 These technical specifications are available to filers on the ‘‘EDGAR Information for Filers’’ web page on SEC.gov.9 Further, the updated Volume I of the Filer Manual clarifies the statement informing filers of the consequences of false statements or omissions of fact in submissions to EDGAR. Previously, Volume I only referenced potential criminal liability for intentionally making false statements or omissions of fact in submissions to the Commission in violation of 18 U.S.C. 1001.10 However, it is also possible that false statements or omissions of fact in submissions to EDGAR could give rise to violations of other criminal or civil statutes or regulations, including the antifraud and civil liability provisions of the federal securities laws.11 Accordingly, we have amended Volume I of the Filer Manual to make clear that misstatements or omissions of fact in a submission to the Commission on EDGAR may constitute a criminal violation under 18 U.S.C. 1001 and/or a violation of other criminal or civil laws.12 Moreover, the Commission has added an explicit notice to filers in Volume I of the authority of, and certain circumstances in which the Commission may, prevent acceptance or dissemination of an attempted submission on EDGAR or revoke EDGAR access.13 Rule 10 of Regulation S–T previously required filers to submit a manually signed and notarized document as part of the application for EDGAR access.14 Volume I further mandated that the filer’s authorized signatory sign and have notarized a printed copy of the completed online application.15 Since these provisions were adopted, technological advancements have made electronic notarization and remote online notarization, which include electronic signatures, possible, and electronic notarization and remote 8 See EDGAR Filer Manual, Volume I, Version 35, Section 6.4. 9 Certain technical specifications are replicated in Volume II of the Filer Manual. See, e.g., EDGAR Filer Manual, Volume II, Version 54, Section 9. 10 See EDGAR Filer Manual, Volume I, Version 35, Section 3.1. 11 See, e.g., Sections 11, 12(a)(2), and 17(a)(2) of the Securities Act of 1933. 12 See EDGAR Filer Manual, Volume I, Version 36, Section 1. 13 See EDGAR Filer Manual, Version 36, Volume I, Section 1. Rule 15 specifies in more detail the Commission’s ability to prevent submissions to EDGAR. See Release No. 33–10901 (Dec. 11, 2020). 14 See Rule 10(b). 15 See EDGAR Filer Manual, Volume I, Version 35, Section 3.2.2.2.4. PO 00000 Frm 00043 Fmt 4700 Sfmt 4700 7969 online notarization are now recognized in most states.16 These methods of notarization will provide an efficient means of authenticating signatures in connection with requests for EDGAR access and avoid the challenges associated with disruptions to in-person notary services caused by natural disasters, pandemics, and similar events. Remote online notarization in particular would allow filers to notarize EDGAR access requests from a convenient location using a stateregistered remote notary public. Therefore, the Commission is updating Regulation S–T and Volume I of the Filer Manual to clarify that the Commission will accept electronic notarization and remote online notarization, which include electronic signatures, in connection with EDGAR access requests submitted pursuant to Rule 10 of Regulation S–T.17 In addition, the Commission is permitting foreign filers to use the foreign local equivalent of a notary public or to obtain remote online notarization recognized by the law of any state or 16 Currently, over 36 states have enacted electronic notarization laws, while 25 states have enacted remote online notarization laws (certain of the latter group of states have not yet fully implemented remote online notarization). In addition, due to the COVID–19 pandemic, 34 states (including several that have not yet fully implemented remote online notarization) have issued emergency orders temporarily authorizing notaries to perform remote online notarization. See What States Allow Electronic Notary, DocVerify, https://www.docverify.com/Products/E-Notaries/ What-States-Allow-Electronic-Notary; Remote Notarization: What You Need to Know, National Notary Association (November 13, 2020), https:// www.nationalnotary.org/notary-bulletin/blog/2018/ 06/remote-notarization-what-you-need-to-know; Answers To Urgent Questions Notaries Are Asking About Remote Online Notarization, National Notary Association (Aug. 14, 2020), https:// www.nationalnotary.org/notary-bulletin/blog/2020/ 03/answers-urgent-questions-notaries-ron. 17 See amended Rule 10(b) (removing the manual signature requirement for EDGAR access requests) and EDGAR Filer Manual, Volume I, Version 36, Section 3 (‘‘The notarized signature of an authorized individual must be obtained by manual, electronic, or remote online notarization recognized by the law of any state or territory of the United States or the District of Columbia, and must include a manual or electronic signature of the authorized individual, as required by the notary for the type of notarization at issue. Foreign filers who do not have access to a United States notary public must use the foreign local equivalent of a notary public or obtain notarization by a remote online notary recognized by the law of any state or territory of the United States or the District of Columbia.’’). Under the amendments, remote online notarization valid in any of the 50 states, United States territories, or the District of Columbia would be accepted, regardless of the location of the applicant, under the theory that a validated notary in any of these locations would suffice for federal identity verification purposes. E:\FR\FM\03FER1.SGM 03FER1 7970 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 S–T.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 302’s 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. jbell on DSKJLSW7X2PROD with RULES III. Amendments to Rule 12, Regulation S–T The Commission is amending Rule 12(c) of Regulation S–T 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 10(c); 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 individual’s 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. VerDate Sep<11>2014 15:49 Feb 02, 2021 Jkt 253001 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 Commission’s 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: N–2ASR: Automatic shelf registration statement on Form N–2 for well-known seasoned issuers; and N–2 POSASR: Post-effective amendment to an automatic shelf registration statement on Form N–2 for well-known seasoned issuers. EDGAR Release 20.4 also adds new header data elements to the following submission form types: N–2, N–2/A, N–2MEF, 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: N–2, N–2/A, N–14 8C, N–14 8C/A, and N–14MEF. EDGAR Release 20.4 also allows filers to itemize share class information on submission form types 24F–2NT and 24F–2NT/A, when the investment company type is ‘‘N–2.’’ 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. 33–10771 (Apr. 8, 2020) [85 FR 33290] (‘‘Securities Offering Reform Release’’). PO 00000 Frm 00044 Fmt 4700 Sfmt 4700 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 10–K, 20–F, and 40–F annual reports to disclose whether they have obtained an ICFR auditor attestation under section 404(b) 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: 10–K, 10–K/A, 10–KT, 10–KT/A, 20–F, 20–F/A, 40–F, and 40–F/A. This flag is a part of the XBRL DEI–2020 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: • ‘‘EX1A–17 GNTR/ISSR’’ on form types DOS, DOS/A, 1–A, 1–A/A, and 1– A POS; • ‘‘EX1K–17 GNTR/ISSR’’ on form types 1–K and 1–K/A; • ‘‘EX1SA–17 GNTR/ISSR’’ on form types 1–SA and 1–SA/A; • ‘‘EX1U–17 GNTR/ISSR’’ on form types 1–U and 1–U/A; and • ‘‘ADD EXHB’’ on form types DOS, DOS/A, 1–A, 1–A/A, 1–A POS, 1–K, 1– K/A, 1–SA, 1–SA/A, 1–U, and 1–U/A. To simplify future updates to the exhibits for these forms, EDGAR Release 20.4 adds ‘‘ADD EXHB’’ on form types DOS, DOS/A, 1–A, 1–A/A, 1–A POS, 1– 24 See Accelerated Filer and Large Accelerated Filer Definitions, Release No 34–88365 (Mar. 12, 2020) [85 FR 17178]. 25 See Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities, Release No. 33–10762 (Mar. 2, 2020) [85 FR 21940]. E:\FR\FM\03FER1.SGM 03FER1 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations K, 1–K/A,1–SA, 1–SA/A, 1–U, and 1–U/ A. The ‘‘ADD EXHB’’ exhibit will replace the EX1A–15 ADD EXHB, EX1K–15 ADD EXHB, EX1SA–15 ADD EXHB, and EX1U15 ADD EXHB exhibits. To implement the change, EDGAR Release 20.4 removes the following exhibits: • ‘‘EX1A–15 ADD EXHB’’ from DOS, DOS/A, 1–A, 1–A/A, and 1–A POS form types; • ‘‘EX1K–15 ADD EXHB’’ from 1–K and 1–K/A form types; • ‘‘EX1SA–15 ADD EXHB’’ from 1– SA and 1–SA/A form types; and • ‘‘EX1U–15 ADD EXHB’’ from 1–U and 1–U/A form types. See Appendix E (Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer Manual, Volume II: ‘‘EDGAR Filing.’’ Finally, Volume II of the EDGAR Filer Manual has been revised to update contact information for certain divisions and offices. See Chapter 2 (Quick Guide to EDGAR Filing) of the EDGAR Filer Manual, Volume II: ‘‘EDGAR Filing.’’ jbell on DSKJLSW7X2PROD with RULES V. Amendments to Rule 301, 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 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-filermanual. 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. VI. Administrative Law Matters Because the Filer Manual 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’’).26 It follows that the amendments do not require analysis under requirements of the Regulatory Flexibility Act 27 or a report to Congress under the Small Business Regulatory Fairness Act.28 The effective date for the updated Filer Manual and the related rules is 26 5 U.S.C. 553(b)(A). 27 5 U.S.C. 601–612. 28 5 U.S.C. 804(3)(C). VerDate Sep<11>2014 15:49 Feb 02, 2021 February 3, 2021. In accordance with the APA,29 we find that there is good cause to establish an effective date less than 30 days after publication of these rules. For the revisions to Volume I of the Filer Manual, the changes that we are adopting today do not impose new burdens. The Volume I revisions retain the procedural requirements for making electronic submissions on EDGAR. The revisions remove unnecessary and outdated content from the Filer Manual and relocate elementary instructions and explanations to a web page on the Commission’s website. Additionally, the Volume I revisions clarify the message in the Filer Manual concerning the consequences of making false statements or omissions of fact in EDGAR submissions, and inform filers of the Commission’s authority regarding submissions on EDGAR. The Volume I revisions and related rule amendments generally relieve restrictions by incorporating the acceptance of electronic notarizations and remote online notarizations, which include electronic signatures, in addition to manual signatures and manual notarizations, to support requests for EDGAR access. For the revisions to Volume II of the Filer Manual, 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 Volume II of the Filer Manual with the related system upgrades. We therefore believe that the advance publication of the updated Filer Manual and the related rules prior to the effective date is unnecessary. VII. Proposed Collection and Comment Request for Form ID Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Commission is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Form ID (OMB Control No. 3235– 0328) must be completed and filed with the Commission by all individuals, companies, and other organizations who seek access to file electronically on the Commission’s primary electronic filing system, EDGAR. Those seeking access to file on EDGAR typically include those who are required to make certain disclosures pursuant to the federal securities laws. The information provided on Form ID is an essential part of the security of EDGAR. Form ID is a 29 5 Jkt 253001 PO 00000 U.S.C. 553(d)(3). Frm 00045 Fmt 4700 Sfmt 4700 7971 not a public document because it is used solely for the purpose of screening applicants and granting access to EDGAR. Form ID must be submitted whenever an applicant seeks an EDGAR identification number and access codes to file on EDGAR. The Commission may consider enhancing the EDGAR access process to require filers that already have EDGAR identification numbers but do not have EDGAR access codes to submit a Form ID to obtain access codes to file on EDGAR. If these enhancements become effective, we estimate that approximately 48,493 filers will file Form ID annually and that it will take approximately 0.15 hours per response to prepare for a total of 7,274 annual burden hours. The estimate includes the number of filers without identification numbers and filers with identification numbers that seek to obtain access codes for purposes of submitting electronic filings on EDGAR. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Written comments are invited on: (i) Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (ii) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (iii) ways to enhance the quality, utility, and clarity of the information collected; and (iv) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing. Please direct your written comments to David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. VIII. Statutory Basis We are adopting the amendments to Regulation S–T under the authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 1933,30 Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities Exchange Act of 1934,31 Section 319 of the Trust Indenture Act of 1939,32 and Sections 8, 30, 31, and 38 30 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a). U.S.C. 78c, 78l, 78m, 78n, 78o, 78o–4, 78w, and 78ll. 32 15 U.S.C. 77sss. 31 15 E:\FR\FM\03FER1.SGM 03FER1 7972 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations of the Investment Company Act of 1940.33 List of Subjects in 17 CFR Part 232 Incorporation by reference, 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 1. The general authority citation for part 232 continues to read 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. * * * * * 2. Amend § 232.10 by revising paragraph (b)(2) and adding paragraph (c) to read as follows: ■ § 232.10 Application of part 232. * * * * * (b) * * * (2) File, by uploading as a Portable Document Format (PDF) attachment to the Form ID filing, a notarized document, signed by the applicant, that includes the information required to be included in the Form ID filing and confirms the authenticity of the Form ID filing. (c) The requirements of § 232.302 (Rule 302) do not apply to the notarized document required by paragraph (b)(2) of this section. * * * * * ■ 3. Amend § 232.12 by revising paragraph (c) to read as follows: * * * * * (c) Submissions by direct transmission. Electronic filings and other documents may be submitted to the Commission each day, except Saturdays, Sundays, and Federal holidays, from 6 a.m. to 10 p.m., Eastern Time. ■ 4. Revise § 232.301 to read as follows: jbell on DSKJLSW7X2PROD with RULES EDGAR Filer Manual. U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37. VerDate Sep<11>2014 15:49 Feb 02, 2021 Jkt 253001 BILLING CODE 8011–01–P DEPARTMENT OF HOMELAND SECURITY 33 CFR Part 165 [Docket Number USCG–2020–0630] RIN 1625–AA00 Safety Zone; Bahia de Ponce, Ponce, PR Coast Guard, DHS. Final rule. AGENCY: ACTION: The Coast Guard is establishing a permanment safety zone for certain waters of Bahia de Ponce, Ponce, Puerto Rico. This action is necessary to provide for the safety of life on these navigable waters during shipto-ship liquefied gas transfer operations between liquefied gas carriers. This rule will prohibit persons and vessels from PO 00000 Frm 00046 Fmt 4700 Sfmt 4700 being in the safety zone when activated unless authorized by the Captain of the Port San Juan or a designated representative. DATES: This rule is effective March 5, 2021. To view documents mentioned in this preamble as being available in the docket, go to https:// www.regulations.gov, type USCG–2020– 0630 in the ‘‘SEARCH’’ box and click ‘‘SEARCH.’’ Click on Open Docket Folder on the line associated with this rule. ADDRESSES: If you have questions on this rule, call or email Lieutenant Natallia Lopez, Sector San Juan Prevention Department, Waterways Management Division, U.S. Coast Guard; telephone 787–729–2380, email ssjwwm@uscg.mil. FOR FURTHER INFORMATION CONTACT: SUPPLEMENTARY INFORMATION: I. Table of Abbreviations CFR Code of Federal Regulations COTP Captain of the Port DHS Department of Homeland Security FR Federal Register LG Liquefied Gas LNG Liquefied Natural Gas NPRM Notice of proposed rulemaking PR Puerto Rico § Section U.S.C. United States Code II. Background Information and Regulatory History [FR Doc. 2021–00381 Filed 2–2–21; 8:45 am] SUMMARY: 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 33 15 By the Commission. Dated: December 11, 2020. Vanessa A. Countryman, Secretary. Coast Guard § 232.12 Business hours of the Commission. § 232.301 requirements for becoming an EDGAR Filer and updating company data are set forth in the updated EDGAR Filer Manual, Volume I: ‘‘General Information,’’ Version 36 (December 2020). The requirements for filing on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: ‘‘EDGAR Filing,’’ Version 56 (December 2020). 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. On April 20, 2020, New Fortress Energy requested to begin conducting ship-to-ship liquefied natural gas (LNG) transfer operations in a location approximately three nautical miles south of Ponce, Puerto Rico (PR). Coast Guard Sector San Juan engaged with local stakeholders and determined the proposed location could accommodate regular anchoring and ship-to-ship liquefied gas (LG) transfer operations between LG carriers. The Captain of the Port San Juan (COTP) has determined that potential hazards associated with ship-to-ship LG transfer operations between LG carriers would be a safety concern for anyone within 100-yards of the location of the transfer operations. In response, on December 1, 2020, the Coast Guard published a notice of proposed rulemaking (NPRM) titled ‘‘Safety Zone; Bahia de Ponce, Ponce, PR’’ (85 FR 77093). There we stated why we issued the NPRM, and invited comments on our proposed regulatory action related to this fireworks display. During the comment period that ended December 31, 2020 we received no comments. E:\FR\FM\03FER1.SGM 03FER1

Agencies

[Federal Register Volume 86, Number 21 (Wednesday, February 3, 2021)]
[Rules and Regulations]
[Pages 7968-7972]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-00381]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10902; 34-90637; 39-2536, IC-34137]


Adoption of Updated EDGAR Filer Manual, Proposed Collection and 
Comment Request for Form ID

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
adopting revisions to Volumes I and II of the Electronic Data 
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual 
(``EDGAR Filer Manual'' or ``Filer Manual'') and related rules. The 
revisions substantially reduce the length of Volume I, and amend Volume 
I and related rules under Regulation S-T, including provisions 
regarding electronic notarizations and remote online notarizations, 
which include electronic signatures. The revisions to Volume II reflect 
changes made to EDGAR on December 14, 2020. The Commission is also 
providing notice and soliciting comments on the Form ID collection of 
information pursuant to the Paperwork Reduction Act of 1995.

DATES: Effective date: February 3, 2021. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of February 3, 2021.
    Comments date: Comments regarding the Form ID collection of 
information requirement for purposes of the Paperwork Reduction Act of 
1995 should be received on or before March 1, 2021.

FOR FURTHER INFORMATION CONTACT: For questions regarding updates to the 
Filer Manual and the related rule amendments, please contact Rosemary 
Filou, Chief Counsel; Monica Lilly, Senior Special Counsel; or Jane 
Patterson, Senior Counsel; in the EDGAR Business Office at 202-551-
3900, Securities and Exchange Commission, 100 F Street NE, Washington, 
DC 20549. For questions regarding the submission form types allowing 
eligible business development companies and other closed-end investment 
companies to file automatic shelf registration statements and 
corresponding post-effective amendments and the submission form types 
for securities fee registration payments by closed-end investment 
companies, please contact Heather Fernandez in the Division of 
Investment Management at (202) 551-6708. For questions regarding the 
exhibits available for Regulation A form types, please contact 
Christian Windsor, Senior Special Counsel, in the Division of 
Corporation Finance at (202) 551-3419. For questions regarding the 
internal control over financial reporting (``ICFR'') auditor 
attestation, please contact Christian Windsor, Senior Special Counsel, 
in the Division of Corporation Finance at (202) 551-3419, or for 
questions regarding the related changes to the EDGAR XBRL validation, 
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 36 (December 2020) 
and Volume II: ``EDGAR Filing,'' Version 56 (December 2020) and 
amendments to 17 CFR 232.10 (``Rule 10''), 17 CFR 232.12 (``Rule 12''), 
and 17 CFR 232 301 (``Rule 301'') under 17 CFR 232.10 through 232.903 
(``Regulation S-T''). The updated Filer Manual volumes are incorporated 
by reference into the Code of Federal Regulations. The revisions 
substantially reduce the length of Volume I of the Filer Manual while 
retaining the procedural requirements for making electronic submissions 
on EDGAR. The Volume I revisions also clarify the legal consequences of 
misstatements or omissions of fact in EDGAR submissions, and inform 
filers of the Commission's authority regarding submissions on EDGAR. 
The Commission is also amending Volume I of the Filer Manual and a 
related rule under Regulation S-T to allow applicants for EDGAR access 
to use electronic notarizations and remote online notarizations, which 
include electronic signatures, in addition to notarizations that 
include manual signatures. Moreover, the Commission is amending the 
same rule to exempt the notarized document requirements for EDGAR 
access from certain signature requirements in another rule under 
Regulation S-T. In addition, the Commission is amending a rule under 
Regulation S-T to reflect the Commission's current hours for submission 
of electronic filings. As a separate matter, the Commission is adopting 
amendments to Volume II of the Filer Manual to reflect changes made to 
EDGAR on December 14, 2020. Finally, the Commission is providing notice 
and soliciting comments on the Form ID collection of information 
pursuant to the Paperwork Reduction Act of 1995.

I. Background

    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.\1\ The 
Commission is substantially reducing the length of Volume I of the 
Filer Manual while retaining the procedural requirements for making 
electronic submissions on EDGAR. The revisions remove unnecessary and 
outdated content from Volume I, and relocate basic instructions and 
technical explanations to a newly designed web page on the Commission's 
website.
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    \1\ 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 II: ``EDGAR Filing,'' Version 55 (November 2020). See 
Electronic Signatures in Regulation S-T Rule 302, Release No. 33-
10889 (Nov. 17, 2020) [85 FR 78224] (``Electronic Signatures 
Release'').
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    In addition, the Commission is:
     Enhancing the statement in Volume I about the consequences 
of making false statements or omissions of fact in EDGAR submissions, 
and informing filers of the authority of the Commission to, and some of 
the circumstances in which the Commission may, prevent acceptance or 
dissemination of an attempted submission on EDGAR or revoke EDGAR 
access;
     Amending Rule 10 of Regulation S-T \2\ and Volume I of the 
Filer Manual to accept electronic notarizations and remote online 
notarizations, which include electronic signatures, in addition to 
notarizations that include

[[Page 7969]]

manual signatures, to support requests for EDGAR access;
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    \2\ See 17 CFR 232.10(b) (``Rule 10(b)'').
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     Amending Rule 10 of Regulation S-T to exclude the 
authentication document in Rule 10(b) from the signature requirements 
of 17 CFR 232.302 (``Rule 302''); \3\
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    \3\ See 17 CFR 232.10(c) (``Rule 10(c)''); see also Rule 302.
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     Amending Rule 12 of Regulation S-T to reflect the 
Commission's current hours for submission of electronic filings and to 
conform to the Filer Manual; \4\
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    \4\ See 17 CFR 232.12(c) (``Rule 12(c)'').
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     Making amendments to Volume II of the Filer Manual 
corresponding to the EDGAR updates in Release 20.4; and
     Providing notice and soliciting comments on potential 
changes to the burden estimates associated with the Form ID collection 
of information pursuant to the Paperwork Reduction Act of 1995.\5\
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    \5\ 44 U.S.C. 3501 et seq.
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II. Amendments to Volume I of the Filer Manual and Rule 10 of 
Regulation S-T

    The updated Volume I of the Filer Manual retains and streamlines 
procedural requirements pertaining to EDGAR filing times, access, 
maintaining accurate information, paying filing fees, and prohibiting 
submission of social security numbers to EDGAR. The updated Volume I 
omits extensive step-by-step instructions and elementary technical 
explanations including EDGAR screen shots and error messages, an 
explanation of browsers, and a glossary of terms. The Commission is 
making accessible, user-friendly instructions and information available 
to filers on the recently revised ``EDGAR Information for Filers'' web 
page on SEC.gov.\6\ Moreover, filers may consult relevant topical 
Commission division or office web pages.\7\
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    \6\ See EDGAR--Information for Filers available at https://www.sec.gov/edgar/filer-information. The Commission staff has 
improved the architecture and content on the EDGAR Information for 
Filers web page, including the addition of an extensive How Do I 
guide which contains some of the information that previously was 
included in the EDGAR Filer Manual: Volume I ``General 
Information,'' Version 35. See How Do I guide available at https://www.sec.gov/edgar/filer-information/how-do-i.
    \7\ For example, filers may consult the Series and Class 
(Contract) Identifiers information page on SEC.gov available at 
https://www.sec.gov/info/edgar/ednews/seriesclassfaq063006.htm for 
guidance on this topic, and the Filing Fees Branch homepage 
available at https://www.sec.gov/page/ffbsectionlanding for 
information about filing fees.
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    The Commission is also removing technical explanations from Volume 
I of the Filer Manual that existed to assist a sub-section of filers 
who opted to use private industry software to construct filings outside 
of EDGAR, including using the Extensible Markup Language (XML) 
format.\8\ These technical specifications are available to filers on 
the ``EDGAR Information for Filers'' web page on SEC.gov.\9\
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    \8\ See EDGAR Filer Manual, Volume I, Version 35, Section 6.4.
    \9\ Certain technical specifications are replicated in Volume II 
of the Filer Manual. See, e.g., EDGAR Filer Manual, Volume II, 
Version 54, Section 9.
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    Further, the updated Volume I of the Filer Manual clarifies the 
statement informing filers of the consequences of false statements or 
omissions of fact in submissions to EDGAR. Previously, Volume I only 
referenced potential criminal liability for intentionally making false 
statements or omissions of fact in submissions to the Commission in 
violation of 18 U.S.C. 1001.\10\ However, it is also possible that 
false statements or omissions of fact in submissions to EDGAR could 
give rise to violations of other criminal or civil statutes or 
regulations, including the antifraud and civil liability provisions of 
the federal securities laws.\11\ Accordingly, we have amended Volume I 
of the Filer Manual to make clear that misstatements or omissions of 
fact in a submission to the Commission on EDGAR may constitute a 
criminal violation under 18 U.S.C. 1001 and/or a violation of other 
criminal or civil laws.\12\ Moreover, the Commission has added an 
explicit notice to filers in Volume I of the authority of, and certain 
circumstances in which the Commission may, prevent acceptance or 
dissemination of an attempted submission on EDGAR or revoke EDGAR 
access.\13\
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    \10\ See EDGAR Filer Manual, Volume I, Version 35, Section 3.1.
    \11\ See, e.g., Sections 11, 12(a)(2), and 17(a)(2) of the 
Securities Act of 1933.
    \12\ See EDGAR Filer Manual, Volume I, Version 36, Section 1.
    \13\ See EDGAR Filer Manual, Version 36, Volume I, Section 1. 
Rule 15 specifies in more detail the Commission's ability to prevent 
submissions to EDGAR. See Release No. 33-10901 (Dec. 11, 2020).
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    Rule 10 of Regulation S-T previously required filers to submit a 
manually signed and notarized document as part of the application for 
EDGAR access.\14\ Volume I further mandated that the filer's authorized 
signatory sign and have notarized a printed copy of the completed 
online application.\15\ Since these provisions were adopted, 
technological advancements have made electronic notarization and remote 
online notarization, which include electronic signatures, possible, and 
electronic notarization and remote online notarization are now 
recognized in most states.\16\ These methods of notarization will 
provide an efficient means of authenticating signatures in connection 
with requests for EDGAR access and avoid the challenges associated with 
disruptions to in-person notary services caused by natural disasters, 
pandemics, and similar events. Remote online notarization in particular 
would allow filers to notarize EDGAR access requests from a convenient 
location using a state-registered remote notary public.
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    \14\ See Rule 10(b).
    \15\ See EDGAR Filer Manual, Volume I, Version 35, Section 
3.2.2.2.4.
    \16\ Currently, over 36 states have enacted electronic 
notarization laws, while 25 states have enacted remote online 
notarization laws (certain of the latter group of states have not 
yet fully implemented remote online notarization). In addition, due 
to the COVID-19 pandemic, 34 states (including several that have not 
yet fully implemented remote online notarization) have issued 
emergency orders temporarily authorizing notaries to perform remote 
online notarization. See What States Allow Electronic Notary, 
DocVerify, https://www.docverify.com/Products/E-Notaries/What-States-Allow-Electronic-Notary; Remote Notarization: What You Need 
to Know, National Notary Association (November 13, 2020), https://www.nationalnotary.org/notary-bulletin/blog/2018/06/remote-notarization-what-you-need-to-know; Answers To Urgent Questions 
Notaries Are Asking About Remote Online Notarization, National 
Notary Association (Aug. 14, 2020), https://www.nationalnotary.org/notary-bulletin/blog/2020/03/answers-urgent-questions-notaries-ron.
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    Therefore, the Commission is updating Regulation S-T and Volume I 
of the Filer Manual to clarify that the Commission will accept 
electronic notarization and remote online notarization, which include 
electronic signatures, in connection with EDGAR access requests 
submitted pursuant to Rule 10 of Regulation S-T.\17\ In addition, the 
Commission is permitting foreign filers to use the foreign local 
equivalent of a notary public or to obtain remote online notarization 
recognized by the law of any state or

[[Page 7970]]

territory of the United States or the District of Columbia.\18\
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    \17\ See amended Rule 10(b) (removing the manual signature 
requirement for EDGAR access requests) and EDGAR Filer Manual, 
Volume I, Version 36, Section 3 (``The notarized signature of an 
authorized individual must be obtained by manual, electronic, or 
remote online notarization recognized by the law of any state or 
territory of the United States or the District of Columbia, and must 
include a manual or electronic signature of the authorized 
individual, as required by the notary for the type of notarization 
at issue. Foreign filers who do not have access to a United States 
notary public must use the foreign local equivalent of a notary 
public or obtain notarization by a remote online notary recognized 
by the law of any state or territory of the United States or the 
District of Columbia.''). Under the amendments, remote online 
notarization valid in any of the 50 states, United States 
territories, or the District of Columbia would be accepted, 
regardless of the location of the applicant, under the theory that a 
validated notary in any of these locations would suffice for federal 
identity verification purposes.
    \18\ See EDGAR Filer Manual, Volume I, Version 36, Section 3.
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    Finally, we are revising Rule 10 to exclude the authentication 
document required by Rule 10 from the signature requirements of Rule 
302 of Regulation S-T.\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 302's 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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    \19\ See amended Rule 10(c); 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 individual's 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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III. Amendments to Rule 12, Regulation S-T

    The Commission is amending Rule 12(c) of Regulation S-T 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 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 
Commission's current practice and the correct filing times set forth in 
the Filer Manual.\22\
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    \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.'').
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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: N-2ASR: Automatic shelf registration statement 
on Form N-2 for well-known seasoned issuers; and N-2 POSASR: Post-
effective amendment to an automatic shelf registration statement on 
Form N-2 for well-known seasoned issuers. EDGAR Release 20.4 also adds 
new header data elements to the following submission form types: N-2, 
N-2/A, N-2MEF, 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: N-2, N-2/A, 
N-14 8C, N-14 8C/A, and N-14MEF. EDGAR Release 20.4 also allows filers 
to itemize share class information on submission form types 24F-2NT and 
24F-2NT/A, when the investment company type is ``N-2.'' See Chapter 3 
(Index to Forms), Chapter 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.''
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    \23\ See Securities Offering Reform for Closed-End Investment 
Companies, Release No. 33-10771 (Apr. 8, 2020) [85 FR 33290] 
(``Securities Offering Reform Release'').
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    On March 12, 2020, the Commission adopted a requirement that 
issuers include a check box on the cover page of their Forms 10-K, 20-
F, and 40-F annual reports to disclose whether they have obtained an 
ICFR auditor attestation under section 404(b) 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: 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F, 20-F/A, 40-F, and 40-F/
A. This flag is a part of the XBRL DEI-2020 Taxonomy. See Chapter 6 
(Interactive Data) of the EDGAR Filer Manual, Volume II: ``EDGAR 
Filing.''
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    \24\ See Accelerated Filer and Large Accelerated Filer 
Definitions, Release No 34-88365 (Mar. 12, 2020) [85 FR 17178].
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    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:
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    \25\ See Financial Disclosures about Guarantors and Issuers of 
Guaranteed Securities and Affiliates Whose Securities Collateralize 
a Registrant's Securities, Release No. 33-10762 (Mar. 2, 2020) [85 
FR 21940].
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     ``EX1A-17 GNTR/ISSR'' on form types DOS, DOS/A, 1-A, 1-A/
A, and 1-A POS;
     ``EX1K-17 GNTR/ISSR'' on form types 1-K and 1-K/A;
     ``EX1SA-17 GNTR/ISSR'' on form types 1-SA and 1-SA/A;
     ``EX1U-17 GNTR/ISSR'' on form types 1-U and 1-U/A; and
     ``ADD EXHB'' on form types DOS, DOS/A, 1-A, 1-A/A, 1-A 
POS, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, and 1-U/A.
    To simplify future updates to the exhibits for these forms, EDGAR 
Release 20.4 adds ``ADD EXHB'' on form types DOS, DOS/A, 1-A, 1-A/A, 1-
A POS, 1-

[[Page 7971]]

K, 1-K/A,1-SA, 1-SA/A, 1-U, and 1-U/A. The ``ADD EXHB'' exhibit will 
replace the EX1A-15 ADD EXHB, EX1K-15 ADD EXHB, EX1SA-15 ADD EXHB, and 
EX1U15 ADD EXHB exhibits. To implement the change, EDGAR Release 20.4 
removes the following exhibits:
     ``EX1A-15 ADD EXHB'' from DOS, DOS/A, 1-A, 1-A/A, and 1-A 
POS form types;
     ``EX1K-15 ADD EXHB'' from 1-K and 1-K/A form types;
     ``EX1SA-15 ADD EXHB'' from 1-SA and 1-SA/A form types; and
     ``EX1U-15 ADD EXHB'' from 1-U and 1-U/A form types.
    See Appendix E (Automated Conformance Rules for EDGAR Data Fields) 
of the EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
    Finally, Volume II of the EDGAR Filer Manual has been revised to 
update contact information for certain divisions and offices. See 
Chapter 2 (Quick Guide to EDGAR Filing) of the EDGAR Filer Manual, 
Volume II: ``EDGAR Filing.''

V. Amendments to Rule 301, 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 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. 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.

VI. Administrative Law Matters

    Because the Filer Manual 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'').\26\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \27\ or a report 
to Congress under the Small Business Regulatory Fairness Act.\28\
---------------------------------------------------------------------------

    \26\ 5 U.S.C. 553(b)(A).
    \27\ 5 U.S.C. 601-612.
    \28\ 5 U.S.C. 804(3)(C).
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the related 
rules is February 3, 2021. In accordance with the APA,\29\ we find that 
there is good cause to establish an effective date less than 30 days 
after publication of these rules. For the revisions to Volume I of the 
Filer Manual, the changes that we are adopting today do not impose new 
burdens. The Volume I revisions retain the procedural requirements for 
making electronic submissions on EDGAR. The revisions remove 
unnecessary and outdated content from the Filer Manual and relocate 
elementary instructions and explanations to a web page on the 
Commission's website. Additionally, the Volume I revisions clarify the 
message in the Filer Manual concerning the consequences of making false 
statements or omissions of fact in EDGAR submissions, and inform filers 
of the Commission's authority regarding submissions on EDGAR. The 
Volume I revisions and related rule amendments generally relieve 
restrictions by incorporating the acceptance of electronic 
notarizations and remote online notarizations, which include electronic 
signatures, in addition to manual signatures and manual notarizations, 
to support requests for EDGAR access. For the revisions to Volume II of 
the Filer Manual, 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 Volume II of 
the Filer Manual with the related system upgrades. We therefore believe 
that the advance publication of the updated Filer Manual and the 
related rules prior to the effective date is unnecessary.
---------------------------------------------------------------------------

    \29\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

VII. Proposed Collection and Comment Request for Form ID

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501 et seq.), the Commission is soliciting 
comments on the collection of information summarized below. The 
Commission plans to submit this existing collection of information to 
the Office of Management and Budget for extension and approval.
    Form ID (OMB Control No. 3235-0328) must be completed and filed 
with the Commission by all individuals, companies, and other 
organizations who seek access to file electronically on the 
Commission's primary electronic filing system, EDGAR. Those seeking 
access to file on EDGAR typically include those who are required to 
make certain disclosures pursuant to the federal securities laws. The 
information provided on Form ID is an essential part of the security of 
EDGAR. Form ID is a not a public document because it is used solely for 
the purpose of screening applicants and granting access to EDGAR. Form 
ID must be submitted whenever an applicant seeks an EDGAR 
identification number and access codes to file on EDGAR. The Commission 
may consider enhancing the EDGAR access process to require filers that 
already have EDGAR identification numbers but do not have EDGAR access 
codes to submit a Form ID to obtain access codes to file on EDGAR. If 
these enhancements become effective, we estimate that approximately 
48,493 filers will file Form ID annually and that it will take 
approximately 0.15 hours per response to prepare for a total of 7,274 
annual burden hours. The estimate includes the number of filers without 
identification numbers and filers with identification numbers that seek 
to obtain access codes for purposes of submitting electronic filings on 
EDGAR.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number.
    Written comments are invited on: (i) Whether this proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (ii) the accuracy of the agency's estimate of 
the burden imposed by the collection of information; (iii) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (iv) ways to minimize the burden of the collection of information 
on respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing.
    Please direct your written comments to David Bottom, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Cynthia 
Roscoe, 100 F Street NE, Washington, DC 20549 or send an email to: 
[email protected].

VIII. Statutory Basis

    We are adopting the amendments to Regulation S-T under the 
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 
1933,\30\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\31\ Section 319 of the Trust Indenture 
Act of 1939,\32\ and Sections 8, 30, 31, and 38

[[Page 7972]]

of the Investment Company Act of 1940.\33\
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    \30\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \31\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \32\ 15 U.S.C. 77sss.
    \33\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, 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 general authority citation for part 232 continues to read 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.
* * * * *


0
2. Amend Sec.  232.10 by revising paragraph (b)(2) and adding paragraph 
(c) to read as follows:


Sec.  232.10  Application of part 232.

* * * * *
    (b) * * *
    (2) File, by uploading as a Portable Document Format (PDF) 
attachment to the Form ID filing, a notarized document, signed by the 
applicant, that includes the information required to be included in the 
Form ID filing and confirms the authenticity of the Form ID filing.
    (c) The requirements of Sec.  232.302 (Rule 302) do not apply to 
the notarized document required by paragraph (b)(2) of this section.
* * * * *

0
3. Amend Sec.  232.12 by revising paragraph (c) to read as follows:


Sec.  232.12   Business hours of the Commission.

* * * * *
    (c) Submissions by direct transmission. Electronic filings and 
other documents may be submitted to the Commission each day, except 
Saturdays, Sundays, and Federal holidays, from 6 a.m. to 10 p.m., 
Eastern Time.

0
4. 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 36 (December 2020). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 56 (December 2020). 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 [email protected], or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: December 11, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-00381 Filed 2-2-21; 8:45 am]
BILLING CODE 8011-01-P
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