The U.S. Securities and Exchange Commission (SEC) has finalized revisions to the EDGAR (Electronic Data Gathering, Analysis, and Retrieval system) filer manual. The amendments are thereby approved and effective immediately, and are incorporated into Statutory Instrument 17 CFR Part 232 by reference.
The revisions follow latest regulatory changes and corresponding modifications to the EDGAR system, which is used by individuals and entities to electronically submit filings required by various federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Investment Company Act of 1940. The changes are related to or encompass the following:
(1) Public company cybersecurity incident disclosure: The SEC has updated the manual to reflect the enhancements of the disclosure requirements for public companies regarding cybersecurity incidents. Specifically, these new requirements oblige companies to disclose material cybersecurity incidents and to establish and maintain policies and procedures for identifying and managing cybersecurity risks. Accordingly, the instructions for filing various affected forms have been updated.
(2) Beneficial ownership reporting rule amendments: The SEC has updated the manual to reflect the modernization of the beneficial ownership reporting rules to improve accuracy, transparency, and efficiency. Specifically, the updates reflect changes to the forms and instructions used to report beneficial ownership, as well as new requirements for electronic filing and the use of unique identifiers.
(3) Investment company name clarification: The SEC has recently made rules to clarify the naming conventions for investment companies to reduce confusion and improve disclosures. Specifically, investment companies are now required to use a clear and descriptive name that accurately reflects the nature of the company’s investments and operations. These changes have effects on the SEC’s filing forms Form N-8B-2 and Form S-6 for which the SEC has now revised the instructions in the filer manual.
(4) Removal of defunct and discontinued forms: The SEC has eliminated outdated and discontinued forms from the EDGAR Filer Manual to streamline the filing process and reduce unnecessary burdens on filers. These forms are no longer in use and are being removed to improve the efficiency and effectiveness of the filing system. A corresponding list is provided in the finalized document.
(5) Filing fee disclosure and payment methods modernization: The SEC has also updated manual to include new requirements for electronic filing and the use of unique identifiers, as well as updates to the fee schedules and payment methods. These changes are intended to reduce the burden on filers, improve the accuracy and timeliness of fee payments, and make it easier for investors to access and analyze filing fee information.
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To view details on the changes, please consult the attached document.