Defining Issues | June 2022

 

Insight

SEC adopts amendments to require electronic filing

Amendments require electronic submission of certain forms currently permitted to be filed in paper form.

The SEC has adopted new rules to mandate electronic submission of certain information for which paper format submission was previously required or permitted. These updates are intended to promote efficiency and transparency, and offer better access to such information by the public.

Applicability

Relevant dates

  • June 3, 2022 – Final rule amendments adopted
  • Effective 30 days after publication in the Federal Register
  • Transition periods:
    • Six months (after effective date) for submission of ‘glossy’ annual reports and any paper-filers who would be first-time electronic filers
    • Six months after publication of the release updating the EDGAR filer manual for updates related to filing Form 144 electronically
    • Three years for submission of financial statements required by Form 11-K in Inline XBRL format

Key impacts

The amendments will:

  • Require electronic filing or submission of certain documents that are currently permitted to be submitted in paper form under Regulation S-T. This includes the ‘glossy’ annual report provided to security holders.
  • Require electronic filing of certification made under the Exchange Act that a security has been approved by an exchange for listing and registration.
  • Allow for electronic submission of certain foreign language documents.

The amended rules also mandate the use of Inline XBRL for filing of financial statements and accompanying notes required by Form 11-K, and make certain technical amendments to other forms to remove outdated references and improve the structure of data reporting.

The SEC has issued a Fact Sheet summarizing the key provisions of the adopted amendments.

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