Changes and Upcoming Changes to Multiple Forms and
New Cut-off Times for SC 13D and SC 13G
December 18, 2023 - EDGAR Release 23.4 introduced the following changes:
- Item 1.05 has been added to the following forms to allow registrants to disclose information about a cybersecurity incident that is material to the registrant: Forms 8-K, 8-K12B, 8-K12G3, 8-K15D5, 8-K/A, 8-K12B/A, 8-K12G3/A and 8-K15D/A.
- EDGAR has been updated to allow filers to voluntarily submit submission types Schedule 13D, Schedule 13D/A, Schedule 13G and Schedule 13G/A online in a structured XML format until December 18, 2024, on which date compliance with the structured data requirement for Schedules 13D and 13G will be required.
- NOTE: Filers will be able to continue submitting Schedule 13D, Schedule 13D/A, Schedule 13G and Schedule 13G/A in HTML prior to December 18, 2024, when compliance with the structured data requirement for Schedules 13D and 13G will be required.
January 29, 2024 - EDGAR Release 24.0.1 will introduce the following change:
- Filers can voluntarily choose to comply with the rules requirements to disclose filing fee calculation table(s) and related information in the EX-FILING FEES exhibit in inline XBRL format for 72 fee-bearing submission types.
- The inline XBRL filing fee requirements will be phased-in over a period of approximately 18 months as follows:
- January 29, 2024 (approximately six months prior to July 31, 2024) – Filers voluntarily file fee data in inline XBRL format.
- July 31, 2024 – Large Accelerated Filers are required to submit fee data in inline XBRL format.
- July 31, 2025 – Compliance by all filers are required, including certain investment companies that file registrations on Forms N-2 and N-14.
February 5, 2024 - EDGAR Release 24.0.2 will introduce the following change:
- The filing “cut-off” times will be extended for Schedule 13D, Schedule 13G and corresponding amendments, from 5:30 PM to 10:00 PM ET. These filings will have a “Filing Date” identical to the EDGAR “Received Date” even if received after 5:30 PM ET and will be disseminated until 10:00 PM ET.
2024 SEC EDGAR Calendar – Deadlines and Holidays
November 22, 2023 - The SEC announced 2024 EDGAR peak filing dates and federal holidays.
Filers should plan their filings accordingly as EDGAR filing volume on peak days tends to be highest in the hour prior to the end of the filing day.
On federal holidays, the SEC will not receive, process or accept filings through the EDGAR system.
We offer a downloadable version of the 2024 SEC calendar on our website here.
SEC Announces EDGAR Filing Fee Rate for Fiscal Year 2024
October 1, 2023 - The SEC has announced a new EDGAR filing fee rate for filings made pursuant to Section 6(b) of the Securities Act of 1933 and Sections 13(e) and 14(g) of the Securities Exchange Act of 1934.
The new fee rate for 10/01/2023 – 09/30/2024 is $147.60 per $1,000,000.
The filing fee rate is calculated by multiplying the aggregate offering amount by 0.00014760.
SEC Announces Changes to Multiple Forms and the Support of 2023 Taxonomy
March 20, 2023 - EDGAR Release 23.1 will introduce the following changes:
- Items 402(x) and 408 of Regulation S-K as well as Item 16J of Form 20-F are now required by the SEC to be tagged in iXBRL.
- Item 601(b)(19), which creates an exhibit for issuers to file a copy of their insider trading policies and procedures, has been added as Exhibit 19 for Forms 10-K, 10-K/A, 10-KT and 10-KT/A.
- Forms 4 and 5 have been updated to include a new checkbox to allow filers to identify whether the reported transaction is subject to a contract, instruction or written plan.
- Forms 144 and 144/A can now be submitted, accepted and disseminated by the SEC until 10:00 PM ET.
- EDGAR has been updated to support the 2023 versions of the following taxonomies:
- US-GAAP, SRT (published by FASB).
- CEF, COUNTRY, CURRENCY, DEI, ECD, EXCH, NAICS, RR, SIC, STPR, VIP (published by SEC).
- See https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of supported standard taxonomies.
- EDGAR has updated its presentation link validations for the CEF taxonomy to disallow custom parent-child arcs with a CEF element as source or target only for Form N-2 and adds elements “ClassOfStockDomain”, “DebtInstrumentDomainName” and parent-child descendants thereof to the list of standard namespace elements allowed in custom parent-child arcs.
Revisions to SEC Form 13F
January 3, 2023 - The SEC has updated the Form 13F to include the following changes:
- CRD Number (if applicable)(See Item 4 under “SPECIAL INSTRUCTIONS”).
- SEC File Number (if applicable) (See Item 4 under “SPECIAL INSTRUCTIONS”). This is different than the Form 13F file number.
- The “Value” in the information table is NO LONGER “x1000”. It has now been changed from “x1000” to “to the nearest dollar”.
- Addition of a “FIGI” column in the information table.
SEC Announces Form 144 Electronic Compliance Date of April 13, 2023
October 18, 2022 - The SEC has announced a compliance date of April 13, 2023 for electronic compliance of Form 144.
Pursuant to recent SEC amendments, certain Form 144 filings must be made on the EDGAR system. Affected filers have until April 13, 2023 to transition from paper to electronic filings for certain Form 144 filings.
In order to file a Form 144 electronically, filers must have EDGAR filing codes. Don’t have EDGAR filing codes?! Borer Financial will be more than happy to assist you with obtaining those EDGAR filing codes!
New Form Type and Elimination of Exhibits
June 21, 2022 - The SEC has introduced EDGAR Release 22.2, which contains a new submission form type (form type SPDSCL) as well as a number of exhibits that were eliminated from various submission form types.
The form type SPDSCL allows the filer to select a category that indicates that the filer is providing documentation that it is not controlled by a foreign government. While filers may choose to include the documentation in public filings other than Forms 20-F, 40-F, 10-K and N-CSR, like a 6-K or 8-K, this submission allows both the public and the SEC staff to more readily identify the required documentation.
The following are certain exhibits that have been eliminated from various submission types:
- Exhibit 11 for the following form types and their amendments:
- Form S-1
- Form S-4
- Form S-11
- Form F-1
- Form F-4
- Form 10-K
- Form 10-12B
- Form 10-12G
- Form 10-Q
- Exhibit 12 for the following form types and their amendments:
- Form S-1
- Form S-3
- Form S-4
- Form S-11
- Form F-1
- Form F-4
- Form 10-K
- Form 10-12B
- Form 10-12G
- Exhibit 19 for the following form type and its amendments:
- Form 10-K
- Exhibit 26 for the following form types and their amendments:
- Form S-3
- Form S-4
- Form SF-1
- Form SF-3
- Form F-1
- Form F-3
- Form F-4
New Filing Fee Payment Methods in EDGAR and Elimination of Check Payments
March 21, 2022 - The SEC has announced that as of May 31, 2022, EDGAR filers will be able to make filing fee payments to the SEC using credit cards, debit cards, ACH or the existing FEDWIRE payment method.
To use the new payment methods, filers must access Pay.gov through EDGAR for payments to be processed.
Step-by-step instructions to make fee payments are as follows:
- Access the EDGAR Filing Website and log in.
- Click the "Submit Filing Fee Payment" link on the left navigation menu.
- Enter data in the following required fields:
- Payor CIK
- Payor CC
- Payment Amount
- Name
- Phone
Also effective May 31, 2022, EDGAR filers will no longer be able to submit payments by check and the filing fee lockbox that currently accepts check payments will be retired. Check payments received on or after this date will be returned to filers without further processing and filers will need to submit payments using an alternate payment method prior to submitting a filing that requires fees to be paid.
Payments to the SEC for services other than filing fee payments should continue to be submitted according to the requirements for those services.
Final Phase-in of iXBRL for Risk Return Filings begins on September 17, 2021
August 17, 2021 - The final phase-in of iXBRL (inline XBRL) for Risk Return filings begins on September 17, 2021. All fund groups will need to comply with the iXBRL requirements for any initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after September 17, 2021.
SEC Announces Changes to Multiple Forms and the Support of IFRS 2021 Taxonomy
June 21, 2021 - EDGAR Release 21.2 will introduce the following changes:
- As part of Release 33-10771, the SEC adopted the following amendments to Forms S-1, S-3, F-1, and F-3:
- Enable issuers of “Exchange Traded Vehicle Securities” to register an indeterminate number of securities and pay the fee for those securities on an annual basis. As a result, submission form types S-1, S-1/A, S-3, S-3/A, F-1, F-1/A, F-3, and F-3/A will be updated to include “Exchange Traded Vehicle Securities” as a new Security Type. If “Exchange Traded Vehicle Securities” is chosen as the Security Type in these forms, the “Type of Payment” field will be enabled. The options available for the “Type of Payment” field are “Indeterminate” and “Pay In Advance.”
- In accordance with Release 33-10871, the SEC adopted the following changes to submission form types N-CEN and N-CEN/A:
- The following two new sub-items will be added to Item C.7:
- Rule 12d1-4 (17 CFR 270.12d1-4)
- Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))
- The text for Item C.7 will be updated as follows: “Reliance on certain statutory exemption and rules. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)”
- The following validation changes will be made:
- Item C.6.g will now accept negative values
- Items C.3.b.iii.1, C.3.b.iii.2, C.6.f, C.6.g, E.4.a.ii.1, E.4.a.ii.2, E.4.a.iii.1, and E.4.a.iii.2 will be updated to make decimal values optional instead of required
- The following two questions will be added for Part F: Additional Questions for Unit Investment Trusts:
- Item F.18. Reliance on rule 12d1-4. Did the Registrant rely on rule 12d1- 4 under the Act (17 CFR 270.12d1-2) during the reporting period?
- Item F.19. Reliance on section 12(d)(1)(G). Did the Registrant rely on the statutory exception in section 12(d)(1)(G) of the Act (15 USC 80a- 12(d)(1)(G)) during the reporting period?
- If the “Report for period ending” is on or after 12/31/21, then a response to Item F.18 and Item F.19 is required for N-4, N-6, and S-6 filers.
- The following two new sub-items will be added to Item C.7:
- EDGAR will be updated to support the IFRS 2021 Taxonomy.
EDGARLink Online Document Attachment Capabilities
June 9, 2021 - Effective June 9, 2021, EDGARLink Online permits filers to attach multiple documents simultaneously to EDGAR submissions, if the filer is using an internet browser other than Internet Explorer.
If the filer is using Internet Explorer, the filer must attach documents one at a time to EDGAR submissions.
SEC Announces Form Types that are No Longer Accepted
May 10, 2021 - As of May 10, 2021, the SEC no longer accepts the following form types via EDGAR:
- Form N-Q (and amendments)
- Form NSAR-A (and amendments)
- Form NSAR-AT (and amendments)
- Form NSAR-B (and amendments)
- Form NSAR-BT (and amendments)
- Form NSAR-U (and amendments)
- Form NT-NSAR (and amendments)
New Exhibits for Regulation A Form Types
January 4, 2021 - Effective January 4, 2021, EDGAR will update Regulation A form types to permit filers to identify subsidiaries that provide guarantees. Filers will have the option to attach new exhibits 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.
The new exhibits to be added are:
- “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
The exhibits to be removed are:
- “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
- “EX1U-15 ADD EXHB” from 1-U and 1-U/A form types
Addition of new checkbox on cover page of Forms 10-K, 20-F, 40-F and
acceptance of electronic/remote online notarizations, which includes
electronic signatures for Form ID’s
December 14, 2020 - EDGAR Release 20.4 will introduce the following changes:
- A new checkbox on the cover page of Forms 10-K, 20-F and 40-F to disclose whether a company has obtained an internal control over financial reporting (“ICFR”) auditor attestation under Section 404(b) of the Sarbanes-Oxley Act.
- Acceptance of electronic notarizations and remote online notarizations, which include electronic signatures, in connection with the Form ID application.