SEC Updates Electronic Filing Requirements.

2024-09-27 01:19:38

On June 3, 2022, the U.S. Securities and Exchange Commission ("SEC") adopted an amendment requiring companies to electronically file certain documents through the EDGAR system, replacing the paper-based filing method ("Amendment").

Under the Amendment, the following documents will be moved from Rule 101(b), which allows filers to submit either electronically or on paper, to Rule 101(a), which permits only electronic submissions:

Form 144
The Amendment mandates that Form 144 filings related to securities issued by registrants under Section 13 or 15(d) of the Securities Exchange Act of 1934 must be submitted electronically.
The electronic version of Form 144 will remove certain non-essential personal information and non-critical data fields.
The requirement for affiliates to send copies of Form 144 to the principal exchange where the restricted securities are approved for trading is also eliminated by the Amendment.

Annual Reports to Shareholders
The Amendment requires companies to electronically submit their annual reports to shareholders in PDF format via the EDGAR system no later than the date they are first sent or made available to shareholders.
The PDF format must not reformat, resize, or otherwise alter the original layout of the document.

Other Documents
Additional documents, such as Form 6-K, notices of exempt solicitation and exempt preliminary roll-up communications, annual reports for employee benefit plans under Form 11-K, periodic reports filed by development banks, and documents submitted under Section 33 of the Investment Company Act of 1940, are also required to be filed electronically under the Amendment.

Furthermore, the Amendment requires companies to use Inline eXtensible Business Reporting Language ("Inline XBRL") to submit financial statements and accompanying notes required by Form 11-K.

The new rules will take effect 30 days after their publication in the Federal Register ("Effective Date"), subject to the following transition periods:

• For documents and forms other than Form 144, the transition period is six months after the Effective Date.

• For Form 144, the transition period is six months after the SEC publishes an updated EDGAR Filer Manual in the Federal Register (expected in fall 2022).

• For financial statements and accompanying notes required by Form 11-K, the transition period for using Inline XBRL is three years after the Effective Date.

https://www.sec.gov/news/press-release/2022-99