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SEC Updates Electronic Filing Requirements​


On June 3, 2022, the Securities and Exchange Commission (“SEC”) adopted amendments that require companies to submit electronic filing with respect to certain forms through the EDGAR database in lieu of filing paper copies (the “Amendment”). According to the Amendment, the following documents will be moved from Rule 101(b), pursuant to which that filers are permitted to file certain documents either electronically or in paper format, to Rule 101(a) which mandates electronic submissions: Form 144. The Amendment mandates the electronic filing of Form 144 with respect to the issuance of securities issued by issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act of 1934, as amended. According to the Amendment, certain personally identifiable information and immaterial information fields that are unnecessary is removed from the electronic version of Form 144. The requirement for an affiliate to send a copy of Form 144 to the principal exchange on which the restricted securities are admitted to trading is eliminated. Glossy Annual Reports. The Amendment requires companies to furnish their annual reports electronically on EDGAR in a PDF format no later than the date on which the report is first sent or given to shareholders. The PDF format shall not be reformatted, resized, or otherwise redesigned from the original format. Other Forms, such as Form 6-K, notices of exempt solicitations and exempt preliminary roll-up communications, annual reports for employees benefit plans on Form 11-K, periodic reports filed by development banks, filings made pursuant to Section 33 of the Investment Company Act of 1940, etc., are also required to be filed electronically according to the Amendment. The Amendment also mandates the companies to use Inline eXtensible Business Reporting Language (“Inline XBRL”) for filing the financial statements and the accompanying notes to the financial statements required by Form 11-K. These new requirements will become effective 30 days after publication in the Federal Register (the “Effective Date”), subject to the following transition periods: For the forms other than Form 144, a six-month transition period after the Effective Date. For Form 144, a six-month transition period after the date of publication in the Federal Register of SEC’s updated EDGAR Filer Manual, which is expected to be in fall 2022. For the financial statements and accompanying notes to the financial statements required by Form 11-K in Inline XBRL, a three-year transition period after the Effective Date. 1

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