SEC Proposes Updates to Exchange Act Electronic Filing Requirements

Practical Law Legal Update w-038-9085 (Approx. 4 pages)

SEC Proposes Updates to Exchange Act Electronic Filing Requirements

by Practical Law Corporate & Securities

Published on 23 Mar 2023 • USA (National/Federal)

The SEC proposed to require the electronic filing or submission of certain forms and other filings required to be filed or submitted to the SEC under the Exchange Act.

On March 22, 2023, the SEC proposed amendments to a number of rules and forms to require the electronic filing or submission of certain forms and other filings required to be filed or submitted to the SEC under the Exchange Act. If adopted, the proposed amendments would eliminate nearly all of the remaining paper filings required under the Exchange Act, and instead require electronic filing or submission via EDGAR.

Affected forms, reports, and notices applicable to broker-dealers, security-based swap dealers (SBSDs), and major security-based swap participants (MSBSPs, and together with SBSDs, SBS Entities) include:

Annual reports filed on Form X-17A-5 Part III (FOCUS Report).
Form 17-H.
Notices made under Rule 3a71-3(d)(1)(vi), as well as withdrawals in certain circumstances specified under the proposed amendments.
Notices made under Rule 15fi-3(c) (see Practice Note, US Derivatives Regulation: SEC Risk-Mitigation Rules for Uncleared Security-Based Swaps: SBS Portfolio Reconciliation).
Reports made under Rule 15fk-1(c)(2)(ii)(A) (see Practice Note, US Derivatives Regulation: SEC Security-Based Swap Business Conduct Standards: SBS CCO Requirements).

Among other things, the SEC is also proposing to:

Allow electronic signatures in Rule 17a-5, 17a-12, and 18a-7 filings, including the FOCUS Report.
Revise the FOCUS Report to harmonize it with other rules, make technical changes, and provide clarifications. For more information on the FOCUS Report, see Practice Note, Capital Requirements for Broker-Dealers: FOCUS Report.

The SEC noted that while current rules generally require the affected filings and other submissions in paper form, many submissions were made electronically during the COVID-19 pandemic under relief provided by the staff of the Division of Trading and Markets.

The comment period for the proposed rule will remain open until 30 days after publication in the Federal Register or May 22, 2023, whichever is later.

For up-to-date information on the status of significant SEC rulemaking, see Practice Note, SEC Rulemaking Tracker.

SEC Proposes Updates to Exchange Act Electronic Filing Requirements | Practical Law