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SEC Proposes New E-Filing Requirements for BDs

Regulatory Agencies

To modernize its information collection and analysis methods, the Securities and Exchange Commission is proposing to expand the types of filings that broker-dealers and other regulated entities must submit electronically on EDGAR using structured data where appropriate.

The Commission on March 22 approved releasing the proposal in a unanimous 5-0 vote.

As proposed, the amendments would require entities under the Exchange Act to file electronically a range of annual and quarterly forms currently filed on paper. For example, brokers and other filers would need to submit electronically their annual audit filings and risk assessment reports.

The SEC explains that, under current rules, registrants are required to file many Exchange Act submissions in paper form, but during the pandemic, many filings were submitted electronically, which the Commission notes was generally well received.

“I believe the proposal, if adopted, would save both registrants and the Commission time and resources. We oversee more than 3,500 broker-dealers, the vast majority of which submit annual audit reports,” SEC Chairman Gary Gensler noted. “While many filers voluntarily submit these audits electronically, nearly half submitted them on paper last year. These filings may run as long as 100 pages.”

Specifically, under the proposed amendments:

  • BDs, security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs) would file the Form X-17A-5 Part III and Form 17-H electronically on EDGAR.
  • Covered self-regulatory organizations (including entities that are or are seeking to apply to be national securities exchanges and national securities associations) would be required to e-file Form 1; Form 1-N; Form 15A; and Form CA-1 on EDGAR.
  • Form 19b-4(e) would be rescinded and instead require that information regarding the listing and trading of new derivative securities products be posted publicly on the SRO’s website; the manual signature requirements for Form 19b-4 would be removed.
  • Rule 17a-22 would be amended to require registered clearing agencies to post any supplementary materials to their websites.
  • Registrants would submit the following on EDGAR: (1) notices made pursuant to Rule 17a-19 and on accompanying Form X-17A-19; (2) notices made pursuant to Rule 3a71-3(d)(1)(vi); (3) notices made pursuant to Rule 15fi3(c); and (4) reports made pursuant to Rule 15fk1(c)(2)(ii)(A).
  • Notices made pursuant to Rule 3a71-3(d)(1)(vi) would be required to be withdrawn in specified circumstances; the withdrawals would be required to be filed on EDGAR.

The proposal also outlines certain amendments regarding the Financial and Operational Combined Uniform Single (“FOCUS”) Report to harmonize it with other rules and make technical corrections. In addition, the proposed amendments would require withdrawal of notices filed in connection with an exception to counting certain dealing transactions toward determining whether a person is a security-based swap dealer in specified circumstances.

“We live in a digital age. In 2023, one might think that all filings to the Commission already could be made electronically. That’s not yet true,” Gensler further noted. “Today, we have the important opportunity to require electronic filing for nearly all of the remaining paper filings required under the Exchange Act.”

The public comment period will remain open for 30 days after publication in the Federal Register or until May 22, 2023, whichever is later.

SEC’s Proposed E-Filing Amendments

SEC Fact Sheet