On March 22nd, the SEC proposed rules and amendments that would require the electronic filing, submission, or posting of certain forms, filings, and other materials required under the Securities Exchange Act. These amendments are intended to enhance the SEC’s collection and analysis of this data by proposing that a number of these forms and other materials be submitted electronically to the SEC via the SEC’s EDGAR system using structured data.
Covered Self-Regulatory Organization (SRO) Forms
For covered SROs, the proposed revisions would:
- require SROs, including entities that are or are seeking to apply to be national securities exchanges and national securities associations, to electronically file Form 1, Form 1-N, Form 15A, and Form CA-1 on EDGAR
- nullify Form 19b-4(e) and require that information regarding the listing and trading of new derivative securities products be publicly disclosed on the appropriate SRO’s website
- remove the manual signature requirements for Form 19b-4, which already requires an electronic signature
Registered Clearing Agency Supplementary Materials
The proposed amendments to Rule 17a-22 would require registered clearing agencies to post additional materials to their websites.
Filings by Broker-Dealers, Security-Based Swap Dealers (SBSDs), and Major SecurityBased Swap Participants (MSBSPs)
Under the proposed amendments, broker-dealers, SBSDs, and MSBSPs would file Form X-17A-5 Part III and Form 17-H electronically on EDGAR.
Other Forms, Reports or Notices
With the proposed amendments, issuers would file or submit the following on EDGAR:
- notices made pursuant to Rule 17a-19 under the Exchange Act and on accompanying Form X-17A-19
- notices made pursuant to Rule 3a71-3(d)(1)(vi) under the Exchange Act
- notices made to the SEC pursuant to Rule 15fi3(c) under the Exchange Act
- reports made pursuant to Rule 15fk1(c)(2)(ii)(A) under the Exchange Act
Also, under the proposed amendments, notices made pursuant to Rule 3a71-3(d)(1)(vi) would be required to be withdrawn in certain circumstances. The withdrawals would be required to be filed on EDGAR.
Structured Data Requirements
Registrants would be required to make certain submissions in a structured, machine-readable data language as follows:
- reports required by Exchange Act Rule 15fk-1(c)(2)(ii)(A) and portions of Form 1, Form CA-1, Form 17-H, and Form X-17A-5 Part III and related annual filings would be provided in the Inline XBRL structured data language
- SROs would be required to electronically post the information required under Rule 19b-4(e) using a custom XML-based data language created by the SEC and published on its website SROs to use
- SROs would be required to post a rendered PDF version of the custom XML document using a PDF renderer created by the SEC and published on its website for SROs to use
FOCUS Report Revisions
The proposed amendments would revise the FOCUS Report so it corresponds with other rules, make technical changes, and provide clarifications. Specifically, the SEC is proposing to allow electronic signatures in Rule 17a-5, 17a-12, and 18a-7 filings, including the FOCUS Report
.
The comment period for the proposal is open until May 22, 2023, or 30 days after publication in the Federal Register, whichever is later. To submit feedback, interested parties may use the SEC’s internet comment form or send an email to rule-comments@sec.gov with the File Number File No. S7-08-23 in the subject line.
Source:
SEC Proposes to Modernize the Submission of Certain Forms, Filings, and Materials Under the Securities Exchange Act of 1934 (sec.gov)
