toppan merrill
  • Insights
  • About Us
  • Contact
  • Client Login

    Toppan Merrill Bridge™

    Content Control

    My Workspace

    Form N-MFP Online

    Toppan Merrill Document Delivery

    Toppan Merrill Insurance Solutions

    Section16Direct

    SEC Connect

    SOX Automation

  • EN

    English

    简体中文 (Simplified Chinese)

    繁體中文 (Traditional Chinese)

  •  
  • Capital Markets Transactions
    • Capital Markets Transactions

      Equity, Debt & IPO Offering Management Services

      M&A

       

       

       
       

      Capital Markets Transactions Resources

      Insights & Analysis

      Events

      SEC Resources

      EDGAR Resources

      XBRL Resources

       

       

      Capital Markets Transactions Products

      Bridge

      Built on the Microsoft® Office® platform, Bridge makes disclosure content management easier, faster and more accurate.

       

       

       

  • Regulatory Disclosure
    • Regulatory Disclosure for Corporations

      Annual Meeting & Proxy Solutions

      Periodic & Interim Reporting

      iXBRL and EDGAR for US-GAAP & IFRS Filers

      iXBRL for ESEF Filings

      SEDAR Filings

      Section 16 Filings

      Automated SOX Compliance

       

       

      Regulatory Disclosure for Investment Management

      Periodic & Interim Reporting and Prospectuses

      Component Content Management & Output

      Website Document Hosting

      Shareholder Preference Center

      Compliance Center for Variable Products

       

       

       

      Regulatory Disclosure Resources

      Insights & Analysis

      Events

      SEC Resources

      EDGAR Resources

      XBRL Resources

       

       

      Regulatory Disclosure Products

      Bridge

      Built on the Microsoft® Office® platform, Bridge makes disclosure content management easier, faster and more accurate.

       

       

      SOX Automation

      Intuitive SaaS technology that centralizes all business locations, processes, risks and controls delivering efficiency, transparency, and predictability of cost.

       

       

  • Sales & Marketing Communications
    • Sales and Marketing Communications

      Offerings

      Omni-channel communications

      Document Creation & Management

      Sales Enablement

      ADA Services

      Fulfillment & Distribution

      Printing Services

       

       

       

      Industries

      Financial Services

      Health Insurance

       

       

       

      Sales and Marketing Communications Resources

      Insights & Analysis

      Events

       

       

      Sales and Marketing Communications Products

      Connect

      Drive client engagement and streamline personalized, compliant communications from printing to leading-edge digital solutions.

       

       

       

  • Products
    TOPPAN MERRILL
    ConnectTM

    Connect helps drive client engagement and streamline personalized, compliant communications from printing to leading-edge digital solutions.

    TOPPAN MERRILL
    BridgeTM

    A seamless SaaS solution built on the Microsoft® Office® platform, Bridge is an intuitive technology that makes disclosure content management easier, faster and more accurate.

  • Resources
    •  
       

      Insights & Analysis

      Events

      SEC Resources

      XBRL Resources

      SEC EDGAR Resources, Definitions, and Processes

      Regulatory Compliance Glossary

       

       

       

toppan merrill
  • Capital Markets Transactions
    • Overview
    • Equity, Debt & IPO Offering Management Services
    • M&A
  • Regulatory Disclosure
    • For Corporations

      • Overview
      • Annual Meeting and Proxy Statement Solutions
      • Periodic & Interim Reporting
        • EDGAR & iXBRL for SEC Filings (US-GAAP & IFRS)
        • iXBRL for ESEF Filings
        • SEDAR Filings
        • Section 16 Filings
        • Automated SOX Compliance
    • For Investment

      • Overview
      • Prospectus for Investment Management
      • Periodic & Interim Reporting for Investment Management
        • Component Content Management & Output
        • Website Document Hosting
        • Shareholder Preference Center
        • Portfolio Specific Document Management for Variable Products
  • Sales & Marketing Communications
    • Overview
    • Offerings

      • Omni-Channel Communications
      • Document Creation & Management
      • Sales Enablement
      • ADA Services
      • Fulfillment & Distribution
      • Printing Services
    • Industries

      • Financial Services
      • Health Insurance
      • Dynamic Publishing for Health Insurance
  • Products
    • Connect
    • Bridge
    • SOX Automation
  • Resources
    • Insights & Analysis
    • Events
    • SEC Resources
    • SEC EDGAR Resources
    • XBRL Resources
    • glossary
  • Insights & Analysis
  • About Us
  • Contact
  • Client Login
    • Toppan Merrill BridgeTM
    • Content Control
    • My Workspace
    • Form N-MFP Online
    • Toppan Merrill Document Delivery
    • Toppan Merrill Insurance Solutions
    • Section16Direct
 

Fresh Filing Fee Fun
By Paul Hastings on 10 January, 2022
1 min read | Industry Insights Insights Home

gathered-around-the-boardroom-table-picture-id964190642

On October 13, 2021, the U.S. Securities and Exchange Commission (the “Commission”) adopted the Filing Fee Disclosure and Payment Methods Modernization Final Rule (the “Final Rule”), its first sweeping rule change since the appointment of Chair Gary Gensler in April 2021.[1] The Final Rule includes extensive amendments to filing fee-related disclosures across “most fee-bearing forms, schedules and statements,” which are geared toward improving efficiencies related to the payment and calculation of filing fees throughout the registration and related Commission review processes and to reduce the miscalculation of filing fees by registrants.[2]

 

Summary

At its core, the Final Rule makes three overarching changes: (i) it modernizes the payment methods available to registrants; (ii) reorganizes and refines the presentation of filing fee-related information; and (iii) shifts filing fee disclosure from the front cover of a filing or the filing’s header to an exhibit structured utilizing Inline eXtensible Business Reporting Language (“Inline XBRL”).

The filing fee disclosure amendments (including moving the disclosure to an exhibit) will not be effective until January 31, 2022. The amendments changing the payment methods will not be effective until May 31, 2022.[3] The requirement to utilize Inline XBRL will be phased in over time, with dates ranging from July 31, 2024 to July 31, 2025.[4] For more detailed information regarding these changes, we have provided brief summaries below, organized by topic.

Payment Methods

Pursuant to the Final Rule, registrants will now be able to pay their filing fees via ACH, debit card and credit card. Fees will no longer be payable through paper check or money order; however, registrants will still be able to pay via wire transfer.[5] This change will be effective starting on May 31, 2022.[6]

Like the current payment methods, registrants should note that there are limitations surrounding paying their filing fees via credit card, debit card, or ACH. Debit and credit card payments will not be processed instantaneously and will not be available to be applied toward the payment of filing fees until the Commission receives the funds. The Commission has indicated that debit card payments are expected to post (and be available for the payment of filing fees) the next business day, and credit card payments are expected to post within 24 hours.[7]

In addition, credit cards and debit cards used to pay filing fees must be issued by a U.S. financial institution and will be subject to payment limitations—credit cards will be limited to a daily and per filing fee limit of up to $25,000 and debit cards can only be used for up to the total available funds in the linked account.[8] Notably, the Commission has indicated that it does not plan to charge a fee for utilizing credit cards or debit cards, but fees could be charged by the card’s issuing financial institution.[9] While ACH payments are generally settled on the same day for amounts under $100,000, the Commission anticipates that filing fee payments made via ACH will be settled within one to three business days.[10] Accordingly, the Commission cautions filers to pay their filing fees with ample time so as to not affect their target filing date.[11]

Presentation of Filing-Fee Information

The Final Rule makes numerous changes to the required disclosures of filing fee-related information and the format of that disclosure. Most significantly, pursuant to the Final Rule, filers will now need to include up to three tables in registration forms, “Table 1: Newly Registered and Carry Forward Securities” (“Table 1”), “Table 2: Fee Offset Claims and Sources” (“Table 2”), and “Table 3: Combined Prospectuses” (“Table 3”), instead of one table with various footnotes including narrative explanation or having the pertinent information spread across filings.

Revised Table 1 replaces the fee table registrants have come to know and love. The table has been updated to include all of the information needed to calculate the applicable filing fee.[12] It will also include disclosure regarding the type(s) of securities being registered and carried forward, as applicable, and identifiable information (i.e., registration form type, file number, and effective date) for the registration statement(s) pursuant to which the filer is carrying forward filing fees[13] and unsold securities.[14] New Table 2 will include additional information regarding fee offsets pursuant to Rule 457(b) and (p) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 0-11(a)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).[15] New Table 3 will need to be included for those registrants filing a single prospectus related to multiple registration statements in reliance on Rule 429 of the Securities Act.[16]

In order to understand the full impact of these changes, it is helpful to take a look at the new and redesigned tables, which are included in Annex I at the end of this article.

A detailed recitation of the other filing fee disclosure amendments would be lengthy and dense, but generally the Final Rule adopts further changes that, among other things:

  • Amend the filing fee tables in Schedules TO and 13E-3 and include filing fee tables in Schedules 13E-4F, 14A, 14C and 14D-1F eliciting basic fee-related information;
  • Add or provide clarification for filing-fee-related disclosure instructions;
  • Amend Rule 424(g) of the Securities Act so any form of prospectus included in an automatic shelf registration statement electing to utilize pay-as-you-go registration fees must include all filing fee information required to calculate the filing fee in an exhibit;
  • Amend the general instructions to Forms S-3 and F-3 to provide that required filing fee information be disclosed in a filing fee exhibit to a post-effective amendment or prospectus filed pursuant to Rule 424(b) or (h) of the Securities Act, as opposed to a periodic report incorporated by reference into the filing; and
  • Amend the general instructions to Forms S-3, F-3, S-4 and F-4 to provide that post-effective amendments, final prospectuses or final prospectus supplements thereto, as applicable, include certain additional information, including the maximum aggregate amount or maximum aggregate offering price in addition to transaction-specific information.[17]

These changes will be effective on January 31, 2022.[18]

Inline XBRL Structured Exhibit

Currently, filing fee information is set forth on the cover page of a fee-bearing form and is included in the filing’s submission header. However, not all information needed to calculate the applicable filing fee is required to be disclosed, occasionally requiring the Commission to contact a filer for supplemental information, greatly increasing the burden on the reviewer and generally resulting in inefficiencies in the review process.[19] The Final Rule will instead require all filing fee-related information to be presented in an exhibit filing in lieu of on the cover page.[20] The Commission hopes this change will “streamline presentation of the information and potentially facilitate future changes in structuring technology applied to it.”[21] The change will be implemented by a new Item 601(b)(107) of Regulation S-K as well as new provisions added to a number of Securities Act, Exchange Act and Investment Company Act of 1940, as amended, forms.[22] Filers must transition to utilizing an exhibit for their fee-related disclosure by January 31, 2022.

In addition, the filing fee exhibit should be prepared utilizing Inline XBRL structuring, which the Commission notes will “result in machine-reachable data that could then be used to more efficiently automate the filing fee preparation, disclosure, assessment, and verification processes.”[23] Once the filing fee information is structured in the Inline XBRL format, it will be checked by EDGAR’s validation system, enabling errors to be easily identified and hopefully remedied prior to filing.[24] For the three months following the date after which all filers must comply with the structuring requirements, EDGAR will accept filings with filing-fee errors that are identified by its validation system—though the filing will be flagged for the Commission. Thereafter, filers will be unable to submit a filing until all filing fee errors are corrected and a clean test filing is completed.[25] Since the exhibit will be structured in Inline XBRL, filers will not need to separately tag the information (as they would for XBRL filings).[26]

The Commission recognizes that compliance with the structuring requirements could be burdensome for filers, particularly smaller filers and others who are not yet required to utilize Inline XBRL in their periodic filings. Accordingly, the Commission has elected to phase-in compliance with the structuring requirements based on filer’s status, as follows:

  • Large accelerated filers – July 31, 2024 (30 months after effectiveness); and
  • Accelerated filers and all other filers – July 31, 2025 (42 months after effectiveness).[27]

Conclusion

No filer should be caught unaware of the various changes heralded by the Final Rule and their respective effectiveness dates, as the changes will require additional lead time to be built into anticipated filing goals. The filing fee table disclosure changes will take time to understand and will differ from existing precedent. The payment-related changes should offer additional flexibility and lower cost options for registrants to pay filing fees, but do not provide for same day payment, and in some cases, include restrictions on amounts. Finally, the Inline XBRL structuring-related changes could be burdensome to implement, particularly for smaller filers.

In addition, it is worth noting that the Final Rule came down within the time period specified in the Commission’s Annual Rulemaking Agenda, which was released in June 2021. Other final rules anticipated to be released in October 2021 relate to Rule 144 and Form 144 filings, Regulation ATS for alternative trading systems that trade U.S. government securities, and the proposed amendments to the National Market System Plan Governing the Consolidated Audit Trail regarding data security.[28] We will continue to monitor these and other changes to the securities laws.

Annex I

New Tables [29]

table 1

download-Jan-06-2022-03-46-54-97-PM

Table 3

View Source (for all formatting, tables, footnotes, etc.)

Subscribe to our Community!

 

Share

Share on twitter Share on linkedin Share on facebook
Previous ArticleA Comprehensive Guide to Virtual Annual Meetings
Next ArticleA Guide to Environmental, Social, and Governance (ESG) Criteria

Subscribe

Subscribe

Subscribe

Subscribe

Paul Hastings



toppanmerrill.com


Show more posts from author

Capital Markets & Compliance; investment management;
 

Expert Support

The best-in-class partner for complex, secure communications. Contact Toppan Merrill today.

Contact Us

Subscribe to the Toppan Merrill Blog

Gain actionable insight on industry trends, best practices & successful strategies to help your business.

Subscribe

Blog Categories

  • Industry Trends
  • Shareholder Communications
  • 40 Act SEC Regulations
  • Digital Communications
  • Toppan Merrill Connect
  • Content Management
  • Print/Fulfillment

Blog Categories

  • Industry Trends
  • Shareholder Communications
  • 40 Act SEC Regulations
  • Digital Communications
  • Toppan Merrill Connect
  • Content Management
  • Print/Fulfillment

Blog Categories

  • Member Communications
  • Section 508 Compliance
  • Digital Communications
  • Toppan Merrill Connect

Blog Categories

  • Industry trends
  • Shareholder communications
  • 40 act SEC regulations
  • Digital communications
  • Toppan Merrill connect
  • Content management
  • Print/fulfillment

Most Popular Articles

Most Popular Articles

Most Popular Articles

Most Popular Articles

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Toppan Merrill Corporate Video

2022 Compliance Calendar

Toppan Merrill 2022 Compliance Calendar_DIGITAL_Page_01
Download

2022 Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

View Calendar

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Get Your Life Back

Learn More

Toppan Merrill Corporate Video

2022 COMPLIANCE CALENDAR

Toppan Merrill 2022 Compliance Calendar_DIGITAL_Page_01
Download

2022 Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

Download
Get Your Life Back
Learn More
Toppan Merrill Corporate Video

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Toppan Merrill Corporate Video

2022 COMPLIANCE CALENDAR

Toppan Merrill 2020 Compliance Calendar_DIGITAL_Page_01
Download

2022 Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

Download

Latest Blogs

Latest Blogs

Latest Blogs

Latest Blogs

ToppanMerrill logo

Expand Possible.

twitter linkedin

Solutions

  • Capital Markets Transactions
  • Regulatory Disclosures for Corporations
  • Regulatory Disclosures for Investment Management Companies
  • Financial Services Marketing & Communications
  • Health Insurance Marketing & Communications
  • Election Services

Technologies

  • Toppan Merrill Connect™
  • Toppan Merrill Bridge™

Blog

  • Insights

About Toppan Merrill

  • About Toppan Merrill
  • Operating Principles
  • Careers

Get In Touch

  • Contact Us

TERMS OF USE | PRIVACY NOTICE | TOPPAN MERRILL SERVICES AGREEMENT | TOPPAN MERRILL SUPPLIERS | GLOSSARY

© Toppan Merrill 2022

ToppanMerrill logo
Expand Possible.
` twitter linkedin
Solutions
  • Capital Markets Transactions
  • Regulatory Disclosures for Corporations
  • Regulatory Disclosures for Investment Management Companies
  • Financial Services Marketing & Communications
  • Health Insurance Marketing & Communications
  • Election Services
Technologies
  • Toppan Merrill ConnecTM
  • Toppan Merrill BridgeTM
BLOG
  • Insights
About Toppan Merrill
  • About Toppan Merrill
  • Operating Principles
  • Careers
Get In Touch
  • Contact Us

TERMS OF USE | PRIVACY NOTICE | TOPPAN MERRILL SERVICES AGREEMENT | TOPPAN MERRILL SUPPLIERS | GLOSSARY

© Toppan Merrill 2019