On December 14, 2020, EDGAR Release 20.4 was released by the Securities and Exchange Commission. This release includes new exhibits types for Regulation A forms, a new checkbox on Forms 10-K, 20-F, and 40-F, and a number of changes that correspond to Release 33-10771.
More details on the changes are available below:
New Exhibits
Effective January 4, 2021, in accordance with Release 33-10762, EDGAR will permit filers to identify subsidiaries that provide guarantees. Filers will have the option to attach new exhibits in official HTML or ASCII format (and unofficially in PDF format) on submission form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, and 1-U/A. The new exhibits to be added are:
- EX1A-17 GNTR/ISSR on form types DOS, DOS/A, 1-A, 1-A/A, and 1-A POS
- EX1K-17 GNTR/ISSR on form types 1-K and 1-K/A
- EX1SA-17 GNTR/ISSR on form types 1-SA and 1-SA/A
- EX1U-17 GNTR/ISSR on form types 1-U and 1-U/A
EDGAR will add the ‘ADD EXHB’ exhibit. The ‘ADD EXHB’ exhibit will replace the ‘EX1A-15 ADD EXHB’, ‘EX1K-15 ADD EXHB’, ‘EX1SA-15 ADD EXHB’, and ‘EX1U-15 ADD EXHB’ exhibits respectively. EDGAR will remove the following exhibits on Regulation A form types:
- EX1A-15 ADD EXHB from DOS, DOS/A, 1-A, 1-A/A, and 1-A POS form types
- EX1K-15 ADD EXHB from 1-K and 1-K/A form types
- EX1SA-15 ADD EXHB from 1-SA and 1-SA/A form types
- EX1U-15 ADD EXHB from 1-U and 1-U/A form types
Changes for Business Development Companies (BDCs)
The following new submission form types have been implemented in EDGAR to allow eligible closed-end funds or BDCs to file automatic shelf registration statements (ASRs) and corresponding post-effective amendments (POSASRs):
- N-2ASR: Automatic shelf registration statement on Form N-2 for well-known seasoned issuers
- N-2 POSASR: Post-effective amendment to an automatic shelf registration statement on Form N-2 for well-known seasoned issuers
The following new header data elements on the “Main” tab of submission form types N-2, N-2/A, N-2MEF, POS 8C, 486APOS, 486BPOS, and 486BXT:
- Is Filer a New Registrant?
- Is Filer a Well-Known Seasoned Issuer?
- Filed Pursuant to General Instruction A.2?
Updates to Securities Fee Registration Payment
In Release 33-10771 (effective August 1, 2021), the Commission adopted amendments to modernize our approach to securities fee registration payment by requiring closed-end investment companies that operate as “interval funds” to pay securities registration fees using the same method as mutual funds and exchange-traded funds. Accordingly, EDGAR was updated with the following changes:
- Include the following new header data element on the “Main” tab on submission form types N-2, N-2/A, N-14 8C, N-14 8C/A, N-2MEF, and N-14MEF:
- Allow filers to itemize share class information on submission form types 24F-2NT and 24F-2NT/A, when the Investment Company Type is “N-2”.
Other Form Changes
Effective April 27, 2020, in accordance with Release 34-88365, issuers are required to include a check box on the cover page of their Forms 10-K, 20-F, and 40-F annual reports to disclose whether they have obtained an internal control over financial reporting (“ICFR”) auditor attestation under Section 404(b) of the Sarbanes-Oxley Act. EDGAR XBRL validation was updated to require the ICFR auditor attestation flag “IcfrAuditorAttestationFlag” on submission form types 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F, 20-F/A, 40-F, and 40-F/A in accordance with Release 34-88365.
Version 5.6a of the GoFiler family will address these changes to EDGAR. If you need to update your version of GoFiler, use the Check for Updates function within your software. For a full list of improvements that were made for Version 5.6a, please refer to the software release notes.
Sources:
Announcement: EDGAR Release 20.4 (www.sec.gov)