Investment advisers, institutional investment managers and certain other entities will soon be required to submit certain documents electronically under new rules finalized by the SEC on June 23.
According to the guidance, the rule and form amendments apply to registered investment advisers, institutional investment managers and others that file or submit reports to the SEC on EDGAR or the Investment Adviser Registration Depository (IARD) system.
The new electronic filing requirements will affect three types of filings that previously were submitted on paper:
- confidential treatment requests for Form 13F;
- applications under the Investment Advisers Act of 1940 (Advisers Act); and
- Form ADV-NR.
The first two of these will now be submitted through the EDGAR system. Form ADV-NR will now be submitted through the IARD system.
The SEC also adopted requirements for non-resident general partners and non-resident managing agents to amend their Form ADV-NR within 30 days whenever any information contained in the form becomes inaccurate by filing with the Commission a new Form ADV-NR.
The amendments also add optional reporting of a Financial Instrument Global Identifier (FIGI) for
any security reported on Form 13F. These changes include requiring filers to provide additional identifying information, allowing filers to provide an additional security identifier for securities reported on the form. The changes also include making other technical amendments to Form 13F, including modernizing the structure of data reporting and amending the instructions on Form 13F for confidential treatment requests in light of a recent decision of the U.S. Supreme Court.
The SEC notes that the amendments are intended enhance efficiency and make data more usable for the public. “In a digital age, it is important for filers to have easy, online methods to submit information to the Commission, and where appropriate for investors to have easy, online access as well,” SEC Chair Gary Gensler said in a statement. “Electronic filing, as opposed to paper filing, makes this submission and disclosure more efficient, transparent and operationally resilient. In light of this, these amendments benefit filers, investors and the SEC.”
Except for the amendments to Form 13F, the new rules and form amendments will be effective 60 days after publication in the Federal Register. The amendments to Form 13F will be effective on Jan. 3, 2023.
The Commission is providing a six-month transition period to provide advisers, applicants and managers sufficient time to modify their procedures to submit these documents electronically.
‘Glossy’ Annual Reports and Form 11-K
Additionally, on June 3 the SEC finalized a separate package of amendments that mandate the electronic filing of 10 additional documents, including what the SEC describes as “glossy” annual reports.
As part of this rulemaking, the amendments mandate the electronic filing of:
- “glossy” annual reports;
- Form 11–K (employee benefit plans);
- Form 6–K (foreign private issuers);
- notices of exempt solicitation;
- notices of exempt preliminary roll-up communications;
- filings made by multilateral development banks;
- certifications of approval of exchange listing;
- Form 144 for reporting issuers;
- certain foreign language documents; and
- documents filed pursuant to Section 33 of the Investment Company Act.
The amendments also mandate the use of Inline eXtensible Business Reporting Language (Inline XBRL) for the filing of the financial statements and accompanying schedules to the financial statements required by Form 11-K.
These final rules are effective July 11, 2022, but the SEC is also providing the following transition periods:
- the compliance date for the electronic filing of Form 144 will be six months after an electronic version of the form is made available on EDGAR;
- the compliance date for the electronic filing of the other forms is six months from the effective date of the rule amendments; and
- the compliance date for structured data reporting for Form 11-K is three years after the effective date of the rule amendments so that registrants have time to transition to a structured data language enabling filings that are both human- and machine-readable.
