Draft EDGAR Filer Manual (Volume I) General Information (Version 28)
Implementation Date: July 2017
This draft Filer Manual, posted before Commission approval of potential regulatory changes in this release, is provided as a service to our filing community to assist filers, agents, and software developers in their preparation of responses to potential changes the staff anticipates. Since this is a draft manual, the SEC retains the right to change any part of the manual before the new system release is made final. In addition, the final EDGAR Filer Manual (Volume I) (Version 28) is subject to Commission approval and may be revised before approval or not approved at all. Similarly, the posting of the draft manual does not indicate Commission approval of any pending proposed changes relating to the potential changes reflected in the draft manual. The changes outlined in this draft manual, if approved, are scheduled to take effect on July 17, 2017 for non-rule based changes or on the rule effective date for changes related to SEC rules. See SEC Final Rules posted on the SEC's Public Website for information on the rule effective date. The final version of the manual will be made available, if approved by the Commission, on or about July 17, 2017, on the SEC's Public Website.
Changes to the Draft EDGAR Filer Manual (Volume I) General Information (Version 28) are being made to update the filer manual to reflect changes scheduled to be implemented on July 17, 2017.
On July 17, 2017, EDGAR Release 17.2 will introduce the following changes:
- Effective September 1, 2017, large accelerated and accelerated filers filing Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, SF-1, and SF-3 under the Securities Act; and Forms 10, 10-K, 10-Q, 8-K, 20-F, and 10-D under the Exchange Act will be required to submit these forms in HTML and include a hyperlink to each exhibit listed in the exhibit index of these filings, including exhibits that are incorporated by reference. Non-accelerated filers and smaller reporting companies that submit filings in ASCII will not need to comply with these requirements until September 1, 2018. The compliance date for any Form 10-D filing that will require a hyperlink to an exhibit filed with Form ABS-EE will be delayed until the staff completes programming changes to EDGAR. These changes will allow Form 10-D filers to include the Form 10-D and Form ABS-EE in a single submission so that the required exhibit hyperlinks can be created at the time the Form 10-D is filed. The Commission will publish a notice in the Federal Register and on the Commission’s website (SEC.gov) announcing the compliance date for those Form 10-D filings. See Chapter 5 (Constructing Attached Documents and Document Types) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- Submission form types D and D/A will be updated to remove the reference to “Rule 505” in Item 6: Federal Exemption(s) and Exclusion(s) Claimed. The “Terms of Submission” in the Signature and Submission screen will be updated to replace the references to “relying on Regulation D” and “Rule 505(b)(2)(iii)” with “relying on Rule 504 or Rule 506” and “Rule 504(b)(3)”, respectively. The Total Offering Amount in “Item 13: Offering and Sales Amounts” will increase from a maximum of $1,000,000 to $5,000,000 if any “Rule 504” item is selected on submission form types D and D/A. See Chapter 8 (Preparing and Transmitting Online Submissions) and Appendix A (Messages Reported By EDGAR) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- In Release 33-10332 (82 FR 17545) adopted March 31, 2017, the Commission made changes of inflation adjustments and other technical amendments to Title I & II of the JOBS Act. Among the technical changes was the revision to Commission forms, to provide registrants with the opportunity to designate whether they are an Emerging Growth Company and inform the Commission as to whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards. We will revise the following EDGARLink Online submission form types to reflect the two optional fields: S-1, S-1/A, S-3, S-3/A, S-4, S-4/A, S-8, S-11, S-11/A, F-1, F-1/A, F-3, F- 3/A, F-4, F-4/A, 10-12B, 10-12B/A, 10-12G, 10-12G/A, 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8- K12G3, 8-K12G3/A, 8-K15D5, 8-K15D5/A, 10-Q, 10-Q/A, 10-QT, 10-QT/A, 10–K, 10– K/A, 10–KT, 10–KT/A, 20–F, 20–F/A, 20FR12B, 20FR12B/A, 20FR12G, 20FR12G/A, 40-F, 40-F/A, 40FR12B, 40FR12B/A, 40FR12G, and 40FR12G/A. See Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- In the same release, the Commission adopted a five-year inflation adjustment to the maximum offering amount for exempt crowdfunding transactions as implemented by the Commission in Regulation Crowdfunding to reflect the increase in the maximum offering amount from $1,000,000 to $1,070,000. See Chapter 8 (Preparing and Transmitting Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- EDGAR will be updated to allow broker-dealers to indicate whether the filing period is one full year or not on submission form type 17HACON. Submission form type 17HACON will require broker-dealers to attach an “ORGCHART” document to submission form type 17HACON even if the field “No material changes have occurred since last filed” is selected. See Chapter 8 (Preparing and Transmitting Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- An Instructions menu icon will be added to the filer interface in the top-right corner for submission form types X-17A-5 and X-17A-5/A, which provides instructions on how to file broker-dealer annual reports through EDGAR. See Chapter 8 (Preparing and Transmitting Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- Filers will be able to register via submission form type N-1A using their existing Series and Classes (Contracts) without having to provide “dummy” new Series and Classes (Contracts). See Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- Transfer Agent form submissions created using the filer interface are limited to a maximum of 100 document attachments. Also, the revision clarifies that the maximum size of a Transfer Agent submission, including all attached documents, may not exceed 200 MB. See Chapter 8 (Preparing and Transmitting Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
- Chapter 5, Section 184.108.40.206 of the "EDGAR Filer Manual, Volume II: EDGAR Filing" was revised to remove duplicate HTML tags. Chapter 6, section 6.12.7 of the "EDGAR Filer Manual, Volume II: EDGAR Filing" was revised to clarify that start/end labels should not be used on duration-type facts. See Chapter 5 (Constructing Attached Documents and Document Types) and Chapter 6 (Interactive Data) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”
Release 17.2 will also introduce changes to the following Technical Specifications:
- The ABS-EE schema will be updated with the following changes:
- RMBS, 1(m)(21)(xi) postModificationARMPaymentRecastFrequency will be changed from decimal format to integer format, with a maximum length of eight digits.
- The maximum integer length will increase from two digits to eight digits for the following Asset Class Items:
- Item 1(c)(29)(iv), initialFixedRatePeriodHybridARMNumber
- Item 1(c)(29)(xxi), HELOCDrawNumber
- Item 1(m)(21)(iv), postModificationInterestResetNumber
- Item 1(m)(21)(xx), postModificationARMInterestRateTeaserNumber
- Item 1(m)(21)(xxi), postModificationARMPaymentTeaserNumber
- Item 1(m)(22)(i), postModificationInterestOnlyTermNumber
- Item 3(c)(9), originalInterestOnlyTermNumber
- Item 3(c)(12), gracePeriodNumber
- Item 3(j)(2), paymentExtendedNumber
- Item 4(c)(8), gracePeriod
- Item 4(j)(2), leaseExtended
- EDGAR will no longer provide support for the US-GAAP-2015, EXCH-2015, CURRENCY- 2014, and COUNTRY-2013 taxonomies. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of supported standard taxonomies.
For more information, see the updated "EDGAR ABS XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs).
EDGAR Release 17.2 will also implement a number of other changes that do not impact the EDGAR Filer Manual, which are detailed in the Release Notes.