Noting that it will help modernize its system, the Securities and Exchange Commission has proposed amendments to require funds, investment advisers and issuers to file certain forms electronically.
The proposed rules (Electronic Submission of Applications for Orders under the Advisers Act and the Investment Company Act, Confidential Treatment Requests for Filings on Form 13F, and Form ADV-NR; Amendments to Form 13F and Updating EDGAR Filing Requirements) were approved unanimously on Nov. 4. A public comment period will remain open for 30 days after they are published in the Federal Register.
The rules would apply to a variety of issuers, registered investment advisers, institutional investment managers and others that file or submit reports to the SEC on EDGAR or Investment Adviser Registration Depository (IARD), as well as national securities exchanges.
The forms at issue include:
- most of the documents that are currently permitted to be submitted electronically under Rule 101(b) of Regulation S-T, including filings on Form 6-K and filings made by multilateral development banks;
- the annual report to security holders and certain foreign language documents, if submitted, in PDF format;
- the certification made pursuant to Section 12(d) of the Exchange Act and Exchange Act Rule 12d1-3 that a security has been approved by an exchange for listing and registration;
- applications for orders under the Advisers Act;
- confidential treatment requests for Form 13F filings; and
- Form ADV-NR (through the IARD system).
The SEC also proposes to require the use of Inline eXtensible Business Reporting Language (Inline XBRL) for the filing of the financial statements and accompanying notes to the financial statements required by Form 11-K, so the filings are machine-readable.
Nonresident general partners and nonresident managing agents would also be required 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.
Furthermore, the proposal includes technical amendments to Form F-10, Form F-X and Form CB to remove outdated references and re-propose certain technical amendments to Form 13F, including modernizing the structure of data reporting and amending the instructions on Form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 by the U.S. Supreme Court.
According to a fact sheet, the proposed amendments would improve the SEC’s ability to track and process filings, and modernize its records management process. Publicly filed electronic submissions would also be more readily accessible to the public and would be available on the Commission’s website in easily searchable formats.
“The proposed amendments are intended to modernize and increase the efficiency of the filing process—for filers, investors, or other interested parties,” SEC Chair Gary Gensler said in a statement. “Just as we are hoping to update our rules for market participants in the face of rapidly changing technology, it’s also important that we update our rules to make filing obligations more efficient.”
Recognizing the difficulties associated with obtaining manual signatures under COVID-19 and the improvements in electronic signature software technology, the SEC in November 2020 adopted a final rule permitting the use of electronic signatures in authentication documents.
