On September 20, 2021, the Securities and Exchange Commission (SEC) issued a Draft Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Filer Manual (Volume II) and EDGAR Release 21.4. The SEC issued the Draft EDGAR Filer Manual in order to receive feedback from the filing community and assist filers in preparing for potential changes to the EDGAR system.
The EDGAR Release 21.4 will have the following changes:
- In August 2016, the SEC adopted Rule 15Fk-1c affecting security-based swap dealers and major security-based swap participants (“SBS Entities”). The EDGAR release 21.4 will add the following form types:
- SBSE-CCO-RPT: Chief Compliance Officer's Annual Compliance Report
- SBSE-CCO-RPT/A: Amendment to Chief Compliance Officer's Annual Compliance Report. More information regarding SBS Entity forms can be found in Chapter 3 (Index to Forms) and Chapter 8 (Preparing and Transmitting EDGARLink Online Submissions) of the Draft EDGAR Filer Manual.
- In April 2020, the SEC adopted rules which required business development companies (BDCs) to use Inline XBRL to tag their financial statements which took effect on August 1, 2020. The EDGAR release will add support for the 2021 Q4 Closed-End Funds (CEF) Taxonomy.
- In October 2021, the SEC adopted rules to modernize filing fee disclosures. The EDGAR release will add a new filing exhibit titled “EX-FILING FEES” available for filers to comply with the new Rule's requirements.
- Additionally, EDGAR will support and release the DEI-2021Q4 Taxonomy. The Taxonomy will add the following elements:
- AuditorName -> dei:internationalNameItemType
- AuditorLocation -> dei:internationalNameItemType
- AuditorFirmID -> dei:sequenceNumber
- If a filing has these three elements present, then the absence of any of the three facts will cause the filing to be suspended. If a filing does not have these three elements present, then the use of these concepts will cause the filing to get suspended. Additional information regarding the use of these new elements can be found in section 6.5.54 of the Draft EDGAR Filer Manual.
Once the SEC gives final approval and EDGAR Release 21.4 is deployed, all registrants filing any annual report for a period ended after December 15, 2021 will be required to use the updated taxonomy. This means the earliest possible submission that will be required to use the new DEI Taxonomy will be an annual filing submitted for a large accelerated filer that has a year-end of Dec 16, 2021, which would be required to file in 60 days (Feb 16, 2022). Our Transform™ platform stays up-to-date on EDGAR validation rules and allows users to tag in the latest taxonomy. EDGAR Release 21.4 and the final version of the EDGAR Filer Manual will be released on December 20, 2021, which gives you time to contact one of our experts at CompSci to see how we can address your SEC compliance needs.