SEC Releases Updated Draft EDGAR Filer Manual (Volumes I and II) to Reflect the Adoption of Regulation Crowdfunding and Other Changes | Practical Law

SEC Releases Updated Draft EDGAR Filer Manual (Volumes I and II) to Reflect the Adoption of Regulation Crowdfunding and Other Changes | Practical Law

The SEC staff released updated drafts of Volumes I and II of the EDGAR Filer Manual to reflect the adoption of final rules and forms implementing Regulation Crowdfunding under Title III of the JOBS Act, among other changes.

SEC Releases Updated Draft EDGAR Filer Manual (Volumes I and II) to Reflect the Adoption of Regulation Crowdfunding and Other Changes

by Practical Law Corporate & Securities
Published on 16 Nov 2015 • USA (National/Federal)
The SEC staff released updated drafts of Volumes I and II of the EDGAR Filer Manual to reflect the adoption of final rules and forms implementing Regulation Crowdfunding under Title III of the JOBS Act, among other changes.
On November 13, 2015, the SEC released updated drafts of Volume I and Volume II of its EDGAR Filer Manual, which outlines the procedures for submitting documents to the SEC in electronic format.

Changes to the EDGAR Filer Manual Relating to Regulation Crowdfunding

If the updated drafts are approved by the SEC, EDGAR will be updated on December 14, 2015 to include the following new submission form types introduced by Regulation Crowdfunding under Title III of the JOBS Act:
  • Form C: Offering Statement.
  • Form C-W: Offering Statement Withdrawal.
  • Form C-U: Progress Update.
  • Form C-U-W: Progress Update Withdrawal.
  • Form C/A: Amendment to Offering Statement.
  • Form C-AR: Annual Report.
  • From C-AR-W: Annual Report Withdrawal.
  • Form C-AR/A: Amendment to Annual Report.
  • Form C-AR/A-W: Amendment to Annual Report Withdrawal.
  • Form C-TR: Termination of Reporting.
  • Form C-TR-W: Termination of Reporting Withdrawal.
Issuers can access these submission form types from the "Regulation Crowdfunding" link on the EDGAR Filing website. Issuers may construct XML submissions for these submission form types by following the EDGAR Form C XML Technical Specification document located on the Information for EDGAR Filers page on the SEC's website.
Separately, on January 25, 2016, EDGAR will be updated to introduce the following changes:
  • Filers will now be able to select the new "Funding Portal" Applicant Type when completing the process to apply for EDGAR access (New) on the EDGAR Filer Management Website.
  • Under Regulation Crowdfunding, funding portals will be able to register with the SEC, amend their registration and withdraw from their registration, using the following new submission form types:
    • Form CFPORTAL – Form Funding Portal: Initial application of funding portal.
    • Form CFPORTAL/A – Form Funding Portal/A: Amendment to registration, including a successor registration.
    • Form CFPORTAL-W – Form Funding Portal Withdrawal: Withdrawal of the funding portal's registration.
These submission form types can be accessed by clicking the "Regulation Crowdfunding" link on the EDGAR Filing website. Filers may construct XML submissions for CFPORTAL, CFPORTAL/A, and CFPORTAL-W by following the EDGAR Form CFPORTAL XML Technical Specification document located on the Information for EDGAR Filers page on the SEC's website.
The final rules and forms under Regulation Crowdfunding will become effective on May 16, 2016. However, Form CFPORTAL, Form CFPORTAL/A, and Form CFPORTAL-W will become effective on January 29, 2016. To learn more about Regulation Crowdfunding, see Practice Note, Crowdfunding Offerings Under Section 4(a)(6).

Other Changes to the EDGAR Filer Manual

Form X-17A-5

If the updated drafts of Volume I and Volume II of the EDGAR Filer Manual are approved by the SEC, EDGAR will be also updated on December 14, 2015 to introduce changes allowing broker-dealers to submit Form X-17A-5 Part III in electronic format using the following submission form types:
  • Form X-17A-5 (Annual Reports).
  • Form X-17A-5/A (Amendment to Annual Reports).
These submission form types can be accessed by clicking the "File X-17A-5 Part III" link on the EDGAR Filing website. Filers may construct XML submissions for X-17A-5 and X-17A-5/A by following the EDGAR Form X-17A-5 XML Technical Specification document located on the Information for EDGAR Filers page on the SEC's website.
Submission form types X-17A-5 and X-17A-5/A will include the "Request Confidentiality" check box to allow applicants to request confidential treatment for each attached document that is not required to be made public. EDGAR will not disseminate the attached documents of the submission that are designated as confidential.

Form N-MFP

The SEC has adopted amendments to the rules governing money market mutual funds under the Investment Company Act of 1940. These updates include the following changes to Form N-MFP:
  • EDGAR has been updated to include two new submission types N-MFP1 and N-MFP1/A to incorporate the amendments to Form N-MFP adopted by the SEC on July 23, 2014.
  • These two new submission types will be accepted from the EDGAR Filing website via filer-constructed XML submissions, as described in the Form N-MFP1 XML Technical Specification document located on the Information for EDGAR Filers page on the SEC's website:
    • EDGAR will only accept test submissions for submission form types N-MFP1 and N-MFP1/A until April 14, 2016.
    • Beginning April 14, 2016 submission form types N-MFP1 and N-MFP1/A will be accepted as live submissions.
    • Filers will be prevented from submitting existing submission form type N-MFP beginning April 14, 2016.
  • EDGAR will be updated to automatically disseminate money market fund information on acceptance of the N-MFP1 and N-MFP1/A submissions.

XBRL

EDGAR will be updated to disseminate raw and rendered XBRL documents. The rendered XBRL documents will be displayed as human-readable documents. To learn more about XBRL, see Practice Note, XBRL Reporting Requirements.
To learn more about filing documents with the SEC, see Practice Note, Filing Documents with the SEC.