Draft EDGAR Filer Manual (Volume II) EDGAR Filing (Version 49)

Implementation Date: December 2018

This draft Filer Manual, posted before Commission approval of potential regulatory changes in this release, is provided as a service to our filing community to assist filers, agents, and software developers in their preparation of responses to potential changes the staff anticipates. Since this is a draft manual, the SEC retains the right to change any part of the manual before the new system release is made final. In addition, the final EDGAR Filer Manual (Volume I) (Version 32) is subject to Commission approval and may be revised before approval or not approved at all. Similarly, the posting of the draft manual does not indicate Commission approval of any pending proposed changes relating to the potential changes reflected in the draft manual. The changes outlined in this draft manual, if approved, are scheduled to take effect on December 17, 2018 and January 28, 2019 for non-rule based changes or on the rule effective date for changes related to SEC rules. See SEC Final Rules posted on the SEC’s Public Website for information on the rule effective date. The final version of the manual will be made available, if approved by the Commission, on or about December 17, 2018, on the SEC’s Public Website.

EDGAR Updates

On December 17, 2018, the following changes will be made to the EDGAR Filer Manual as part of EDGAR Release 18.4 – Phase 1:

  • In Release No. 34-83663 (83 FR 38768) adopted July 18, 2018, the Commission adopted new Form ATS-N, which will require alternative trading systems (ATSs) that trade National Market System (NMS) stocks (NMS Stock ATS) to disclose information about the broker-dealer that operates the ATS (Broker-Dealer Operator), how the ATS operates, and the ATS-related activities of the Broker-Dealer Operator and its affiliates. EDGAR will be updated to add the following new submission form types to EDGAR Online Forms:
    • ATS-N: Initial Form ATS-N (Rule 304(a)(1)(i))
    • ATS-N/MA: Material Amendment (Rule 304(a)(2)(i)(A))
    • ATS-N/UA: Updating Amendment (Rule 304(a)(2)(i)(B))
    • ATS-N/CA: Correcting Amendment (Rule 304(a)(2)(i)(C))
    • ATS-N/OFA: Order Display and Fair Access Amendment (Rule 304(a)(2)(i)(D))
    • ATS-N-C: Notice of Cessation (Rule 304(a)(3))
    • ATS-N-W: Withdrawal of Form ATS-N filing

    Pursuant to Rule 304, an entity seeking to operate an NMS Stock ATS must file a Form ATS-N on or after January 7, 2019. A Legacy NMS Stock ATS must file a Form ATS-N no earlier than January 7, 2019, and no later than February 8, 2019.

    The new Form ATS-N submission form types will be accessible by selecting the 'File Form ATS-N' link on the EDGAR Filing Website. Additionally, filers may construct XML submissions for these submission form types by following the "EDGAR Form ATS-N XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs). See Chapter 3 (Index to Forms), Chapter 5 (Constructing Attached Documents and Document Types), Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions), Chapter 8 (Preparing and Transmitting Online Submissions), Appendix A (Messages Reported by EDGAR), and Appendix E (Automated Conformance Rules for EDGAR Data Fields) of the "EDGAR Filer Manual, Volume II: EDGAR Filing."

  • In Release 33-10486 adopted April 25, 2018, the Commission revised item requirements to remove fields that ask for personally identifiable information.
    • The Social Security Number and Date of Birth fields will be removed from submission form types CFPORTAL, CFPORTAL/A, and CFPORTAL-W.
    • The Social Security Number, Date of Birth, and Foreign ID No. fields will be removed from submission form types MA, MA-A, and MA/A.
    • The Social Security Number field will be removed from submission form types MA-I and MA-I/A.

    • See Chapter 8 (Preparing and Transmitting Online Submissions) of the "EDGAR Filer Manual, Volume II: EDGAR Filing."

  • Submission form types 1-A, 1-A/A, 1-A POS, DOS, and DOS/A will be updated to rename “Income Statement Information” to “Statement of Comprehensive Income Information” in Item 1: Issuer Information. See Chapter 8 (Preparing and Transmitting Online Submissions) of the "EDGAR Filer Manual, Volume II: EDGAR Filing."
  • “EDGAR Filer Manual Volume I: General Information” will include the following updates:
    • Revised hyperlinks for accessing the EDGAR Filer Manuals on the SEC's Public Website.
    • Revised contact information for the Division of Corporation Finance and the Division of Investment Management.
    • The EDGAR OnlineForms/XML Website will be renamed the EDGAR OnlineForms Website.
    • Section 5.6 will be renamed “Filing Fees”.

    See Chapter 2 (General Information for Filers), Chapter 3 (Becoming and EDGAR Filer), Chapter 4 (Generating EDGAR Access Codes), Chapter 6 (Introduction to Filing on EDGAR), and Appendix B (Frequently Asked Questions) of the "EDGAR Filer Manual, Volume I: General Information."

  • “EDGAR Filer Manual Volume II: EDGAR Filing” will include the following updates:
    • Revised hyperlinks for accessing the EDGAR Filer Manuals on the SEC's Public Website.
    • Revised contact information for the Division of Corporation Finance and the Division of Investment Management.
    • The EDGAR OnlineForms/XML Website will be renamed the EDGAR OnlineForms Website.
    • Modified content for Chapter 3 (Index to Forms) to update instructions, and include forms previously overlooked.
    • Revised instructions for select form types for ease of understanding.

    • See Chapter 2 (Quick Guide to EDGAR Filing), Chapter 3 (Index to Forms), Chapter 4 (Filing Fee Information), Chapter 5 (Constructing Attached Documents and Document Types), Chapter 6 (Interactive Data), Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions), Chapter 8 (Preparing and Transmitting Online Submissions), Appendix B (Frequently Asked Questions), Appendix C (EDGAR Submission Types), Appendix D (Paper Forms), and Appendix F (Glossary of Commonly Used Terms, Acronyms and Abbreviations).

  • Section titles in Chapter 6 (Interactive Data) of “EDGAR Filer Manual Volume II: EDGAR Filing” will be updated for readability and ease of understanding.

EDGAR Release 18.4 – Phase 1 will also implement a number of other changes that do not impact the EDGAR Filer Manual, which are detailed in the Release Notes.

On January 28, 2019, the following changes will be made as part of EDGAR Release 18.4 – Phase 2:

  • The Schedule B tab in submission form types MA-A and MA/A will be displayed when Schedule B information is present from the most recent MA, MA-A, and MA/A filings, regardless of how a filer responded to the “Does applicant have any indirect owners to be reported on Schedule B?” field on Schedule A for the initial MA filing. See Chapter 8 (Preparing and Transmitting Online Submissions) of the "EDGAR Filer Manual, Volume II: EDGAR Filing."
  • In Release 33-10514, adopted June 28, 2018, the Commission revised the requirements surrounding Inline XBRL (iXBRL):
    • The list of submissions that allow the primary document to be in iXBRL format now include submission form types S-1, S-1/A, S-1MEF, S-3, S-3/A, S-3ASR, S-3D, S-3DPOS, S-3MEF, S-4, S-4/A, S-4EF, S-4MEF, S-4 POS, S-11, S-11/A, S-11MEF, F-1, F-1/A, F-1MEF, F-3, F-3/A, F-3ASR, F-3D, F-3DPOS, F-3MEF, F-4, F-4/A, F-4EF, F-4MEF, F-4 POS, F-10, F-10/A, F-10EF, F-10POS, 485BPOS, and 497.
    • Tagged content can appear in more than one iXBRL formatted attachment on a single submission.
    • EX-100 Voluntary XBRL attachments will no longer be allowed for EDGAR submissions.
    • Edits to Section 6.13 of the “EDGAR Filer Manual, Volume II: EDGAR Filing” will relax certain rendering requirements and related validations for submission form types 485BPOS and 497 that are formatted with Inline XBRL. Filers will not be required to reproduce the layout, ordering, and formatting of each Filing Summary using custom linkbases and text blocks with “embedded” tables. Validation errors that would otherwise be produced related to the display of numbers in bar charts and other rendering-related requirements will be relaxed. Submissions without Inline XBRL remain unaffected by these simplifications.

    • See Chapter 5 (Maintenance of Company Data), Chapter 6 (Interactive Data), and Appendix E (Automated Conformance Rules for EDGAR Data Fields) of the "EDGAR Filer Manual, Volume II: EDGAR Filing."

EDGAR Release 18.4 – Phase 2 will also implement a number of other changes that do not impact the EDGAR Filer Manual, which are detailed in the Release Notes.