Electronic Filing of Broker-Dealer Annual Reports

  1. In order to make electronic filings using EDGAR, a broker-dealer must have log-in credentials.  Instructions for obtaining these credentials are located here:  Procedures for Broker-Dealers to Obtain EDGAR Access Credentials for Submission of X-17A-5 Part III Annual Reports and Amendments.
     
  2. Once a broker-dealer has log-in credentials, it would access EDGAR through the following link:  https://www.edgarfiling.sec.gov/Welcome/EDGARLogin.htm.  The broker-dealer would enter its CIK number and password on this page:

     
  3. On the next page, the broker-dealer would choose the “File X-17A-5 Part III” option on the left sidebar:

     
  4. On the next page, the broker-dealer would choose “Annual Reports (X-17A-5)” for a new filing, and would be sent to Form X-17A-5 as a fillable form.  On the following four pages, the broker-dealer would enter filer information and submission information, which includes identification of the broker-dealer and the accountant.
     
  5. The fifth page is a signature page, which contains the oath or affirmation from Form X-17A-5 Part III.  On this page, the broker-dealer must enter the electronic signature and title of the person making the oath or affirmation.  The page also contains a box, which the broker-dealer must check to acknowledge that the oath or affirmation was notarized.  The broker-dealer must make a paper copy of the oath or affirmation from Form X-17A-5 Part III,[1] and must retain the original paper copy of the notarized oath or affirmation in its records.  The paper copy must be retained for a period of not less than six years, the first two years in an easily accessible place.
     
  6. On the sixth page, a broker-dealer would upload the annual reports.  The documents may be uploaded in HyperText Markup Language (“HTML”), American Standard Code for Information Interchange (“ASCII”), or Portable Document Format (“PDF”).

    To upload the annual reports, the broker-dealer can elect to use the Simplified Filing Process (see Instruction 7) or the Itemized Filing Process (see Instruction 8).


     
  7. Option 1: Simplified Filing Process (Upload One or Two Documents)
    (Go to Instruction 9 after completing Instruction 7.)

  8. The annual reports may be uploaded as one public document or, alternatively, as one public document and one confidential document as follows:    

    1. Upload a Single Document.  The broker-dealer can elect to upload all of the annual reports as a single public document.  In this case, the broker-dealer would click the “Add Document” button and upload the single document.   The broker-dealer would then choose “FULL” as the document “Type” from the drop-down menu.  The broker-dealer may add a description if desired.  The “Request Confidentiality” button must not be checked, as certain of the items in the annual reports must be made public.  The broker-dealer would then click the “Submit” button at the top of the page:

       
    2. Upload Two Documents.  The broker-dealer can elect to file one document that will made public and another document that will be kept confidential.  In this case, the broker-dealer would attach two documents to its submission (a public document and a confidential document): 
       
      1. Public Document.  The public document must contain, at a minimum, the statement of financial condition, the notes to the statement of financial condition, and an accountant’s report which covers the statement of financial condition (the notes and the accountant’s report may cover the entire financial report).  To do this, the broker-dealer would click the “Add Document” button and upload the public document.  The broker-dealer would then choose “FULL” as the document “Type” from the drop-down menu.  The broker-dealer may add a description if desired.  The “Request Confidentiality” button must not be checked, as these items must be made public.  The broker-dealer should not click the “Submit” button until it has uploaded the confidential document discussed next.
         
      2. Confidential Document.  The confidential document must contain all of the items of the annual reports that the broker-dealer must file.  In other words, the confidential document must contain the items of the annual reports included in the public document (at a minimum, the statement of financial condition, the notes to the statement of financial condition, and an accountant’s report which covers the statement of financial condition) and the remaining required items in the annual reports.  To do this, the broker-dealer would click the “Add Document” button and upload the confidential document.  The broker-dealer would again choose “FULL” as the document “Type” from the drop-down menu.  The broker-dealer may add a description if desired.  The broker-dealer must check the box labeled “Request Confidentiality.”  Once both documents have been uploaded, the broker-dealer can click the “Submit” button at the top of the page:

         
    3. As indicated above, the broker-dealer must submit one document for which the “Request Confidentiality” button is not checked (that is, one document must be made public).  Consequently, if the broker-dealer clicks the “Submit” button before attaching a document for which the ““Request Confidentiality” button is not checked, the firm will receive the following error message:

      To correct the error and successfully file the annual reports, the broker-dealer can take the steps described in Instruction 7.(a) (that is, file the annual reports in one “Full” document that is made public) or Instruction 7.(b) (that is, file the annual reports in two “Full” documents – one that is made public and one that is kept confidential).

      (Filers using the simplified filing process should skip Instruction 8 and continue with Instruction 9.)


       

    Option 2: Itemized Filing Process (Upload Each Component of the Annual Reports)

  9. As an alternative to uploading the annual reports in accordance with Instruction 7, broker-dealers may upload the individual components of the annual reports by document type as follows:

    1. The broker-dealer must upload each component of the annual reports and supplemental reports as a separate document (multiple documents can, however, be uploaded at the same time) and choose the appropriate type of document from the drop-down menu (do not use the “Full” document type).  For documents that are not required to be made public and for which the broker-dealer wishes to request confidential treatment, the broker-dealer must check the box labeled “Request Confidentiality.”  Once all of the required documents have been uploaded, the broker-dealer must click on the “Submit” button at the top of the page to make the filing.
       
    2. The broker-dealer cannot request confidential treatment for items designated as the statement of financial condition, the notes to the statement of financial condition, and the accountant’s report covering the statement of financial condition.  However, the broker-dealer may request confidential treatment for the remaining components of the annual reports, including the remaining components of the financial report.  Please note that if a broker-dealer includes any other component of the annual reports in the documents that it designates as the statement of financial condition, the notes to the statement of financial condition, and the accountant’s report covering the statement of financial condition, those documents will be made public.  Also, if a broker-dealer does not separately upload documents designated as the notes to the statement of financial condition and the accountant’s report covering the statement of financial condition, then the items designated as the notes to the financial report and the accountant’s report on the financial report will be made public on EDGAR immediately after the broker-dealer has filed the annual reports, and, in this case, the broker-dealer cannot request confidential treatment for those documents.
       
  10. Any document for which the broker-dealer does not request confidentiality will be made public on EDGAR immediately after the broker-dealer has filed the reports on EDGAR.    
     
  11. Items that are not required to be made public and for which confidential treatment is requested by a broker-dealer will be deemed confidential to the extent permitted by law.
     
  12. Reports submitted electronically will be considered filed with the Commission when the EDGAR system accepts a complete and properly executed filing, at which point the EDGAR system will send the filer an automated e-mail notifying the filer that the submission has been accepted by the Commission.  The e-mail will contain the name of the broker-dealer; the “Form Type” that was submitted (“X-17A-5”); the dates received, accepted, and filed; the “accession number” of the filing (which is to be used for future inquiries regarding the filing); the file number; and any warnings associated with the filing (for example, that the filing was not timely received).
     
  13. A broker-dealer that files the annual reports electronically with the Commission in accordance with the above instructions does not need to file the annual reports in paper form, and does not need to file the annual reports with the regional office of the Commission in the region in which the broker-dealer has its principal place of business.  In all other respects, the broker-dealer’s annual and supplemental reports must comply with the requirements of Rule 17a-5.
     
  14. Filers can contact the Commission’s electronic filer support at (202) 551-8900, option 3 (technicians are available live from 9:00 am-5:30 pm EST Monday-Friday) or at filertechunit@sec.gov for procedural and technical questions. Further information concerning electronic filing of broker-dealer annual reports can be found on the Commission’s website at http://www.sec.gov/divisions/marketreg/electronic-filing-broker-dealer-annual-reports.htm.
     
  15. Substantive questions regarding a broker-dealer’s filing requirements should be directed to the Commission’s Division of Trading and Markets by calling (202) 551-5777 or by e-mailing tradingandmarkets@sec.gov.
     

[1] Form X-17A-5 Part III can be found at http://www.sec.gov/about/forms/formx-17a-5_3.pdf.