SEC Finalizes New Electronic Filing Requirements

In June 2022, the SEC announced that they adopted a significant new rule which mandates the electronic filing of several form types that are currently allowed in paper. As I mentioned in my previous blog, this is another step in the SEC's ongoing modernization of data and disclosure through structured data reporting.  The information below outlines five new SEC filing requirements, including impacted filers, timing and technical updates. 

• Impacted Filers: Form 144 reports the notice of sales of restricted or controlled securities onto the open market. The form includes key information about the issuer, the seller and the securities. The data is highly valuable to the public market to track securities being resold from private to public. Currently, it is allowed to file in paper or on EDGAR. The new rule mandates electronic filing on EDGAR.
• Timing: Form 144 will be mandated to file on EDGAR in XML format beginning six months after the SEC posts updated technical requirements in the EDGAR Filer Manual. The exact compliance date is to be determined. 
• Technical Updates:
  • The rule mandates electronic filing on EDGAR in XML format.
  • Filings will be supported through both full service and self-service.
  • The SEC anticipates over 9,000 new Form ID requests for new electronic filers. 

• Impacted Filers: The change affects all public companies who file an annual report on Form 10-K, Form 20-F, or Form 40-F, including Foreign Private and domestic issuers.
• Timing: Change will be effective January 11, 2023, and affects the 2023 annual report and proxy season. 
• Technical Updates:
  • A glossy Annual Report to security holders will be required to be filed electronically on EDGAR. The SEC has not provided the technical details yet.
  • The SEC is expected to release an updated EDGAR Filer Manual which will include more information about the requirements.
    
  • Filers would submit in PDF format complying with the EDGAR Filer Manual. 

3. Amendments to Form 13F:

• Impacted Filers: The SEC adopted a final rule which will require the electronic submission of 13F confidential treatment requests (filed on a new form type which is to be determined) and make changes to the content of the 13F cover and information table.
• Timing: Applicable 13F filings on/after January 3, 2023. This will include 12/31/2022 period end reports. 
• Technical Updates:
  • XML format will be required.
    
  • We are waiting for the SEC to post technical specifications. 

4. The Following Documents Must be Filed in PDF Format with 6-K Submissions: 

• Impacted Filers: Foreign Private Issuers
• Timing: Effective January 11, 2023
• Technical Updates: 
  • Unabridged foreign language document if an English translation/summary has already been filed/provided electronically.
  • Foreign language version of a foreign government’s latest annual budget is required if an English translation of the budget is unavailable and such an exhibit is required by Form 18 or Form 18-K.

5. Mandate Financial Statements in 11-K Filings to be Tagged in Inline XBRL:

• Impacted Filers: 11-K reports 
• Timing: The SEC is adopting a three-year compliance time period. Tagging will be required for 11-K filings beginning July 11, 2026.
• Technical Updates: 
  • The financial statements and associated Notes to Financials will be required to be Inline XBRL tagged for 11-K reports.
  • Cover tagging is not required. 

To learn more on how Toppan Merrill can help you stay in compliance with the new filing requirements, contact us:

Email: info@toppanmerrill.com

Phone: 800.688.4400

Jennifer Froberg, Senior Product Specialist at Toppan Merrill