The SEC announced on June 3, 2022 the adoption of amendments to:
- Require electronic submission of certain forms that have previously been permitted to be submitted in paper format; and
- Require that financial statements on Form 11-K be tagged in iXBRL.
Forms that must now be filed electronically include notices of exempt solicitations and exempt preliminary roll-up communications, “glossy” annual reports to stockholders, Form 144, and certifications that a security has been approved for listing on an exchange. Notably, the requirement to electronically submit “glossy” annual reports will mark a change in practice for many issuers, who currently rely on the guidance in a C&DI stating that an issuer may post an electronic version of its annual report to its corporate website in lieu of submitting the materials to the SEC under Exchange Act Rule 14a-3(c) and Rule 14c-3(b). The amendments supersede that guidance and note that the C&DI will be withdrawn on the compliance date.
The new amendments also contain the following transition periods:
- Six months after the effective date of the amendments, for the requirement to electronically submit certain forms other than Form 144;
- Six months after the date of publication in the Federal Register of the SEC release that adopts the version of the EDGAR Filer Manual addressing updates to Form 144, for the requirement to electronically submit Form 144; and
- Three years after the effective date of the amendments, for the requirement to submit Form 11-K financial statements in iXBRL.
The amendments will be effective 30 days after publication in the Federal Register.
