As a follow up to the SEC’s previous acknowledgement of processing challenges due to coronavirus issues in preparing Form IDs to obtain EDGAR codes, the SEC has adopted a temporary final rule that provides relief from the notarization requirement from March 26, 2020 through July 1, 2020, subject to certain conditions. Among those conditions are that the filer indicates on its manually signed Form ID that it could not provide the required notarization due to circumstances relating to COVID-19, and that the filer submits a PDF copy of the notarized manually signed document within 90 days of obtaining an EDGAR account.

The SEC has acknowledged that the COVID-19 public health crisis is presenting challenges for some entities and individuals applying for EDGAR codes. In particular, they are having difficulty meeting the notary requirement in the Form ID access application process and other EDGAR access processes that require notarization. The SEC has stated that it is “considering options to address this matter”. In the meantime they encourage anyone experiencing difficulties in meeting the notarization requirement in Form ID or related access processes due to the COVID-19 crisis to contact Filer Support at 202-551-8900 option 3.

The SEC’s EDGAR system will be closed on Tuesday, December 24, 2019, and Wednesday, December 25, 2019, due to the closure of the federal government on those two days. As a result, on December 24 and 25, 2019:

• Filings will not be accepted in EDGAR.
• EDGAR filing websites will not be operational.
• The Filer Support Call Center will not be open. 

Any filings required to be made no later than December 24 or December 25, 2019 will be considered timely if filed on or before December 26, 2019, the next business day.

The SEC Division of Corporation Finance issued a new interpretation yesterday that allows a company to post its annual report to shareholders to its website (and keep it posted for at least one year) rather than mail the SEC seven hard copies. Rule 14a-3 under the Exchange Act requires the mailing solely for the SEC’s information, one of the few paper filings still around in the age of EDGAR. Under its current practice, when the SEC receives the hard copies it posts on a company’s EDGAR list that it has been submitted but does not include the actual document if not submitted electronically. The annual report to shareholders substantially overlaps the annual report on Form 10-K in any case. Since most companies already post their annual reports for at least a year, the new interpretation effectively means one less mailing to worry about, though companies must still mail the annual report with the proxy statement when sending out annual meeting materials to shareholders.

The SEC has proposed rule amendments that would require companies that file registration statements and periodic and current reports to include hyperlinks to each exhibit listed in the exhibit index of their filings (in a more subtle change, the index would be required to appear before the signatures rather than simply appearing before the exhibits as is current required). All filings will need to be submitted in HTML format.  

The practical impact of these amendments, if approved, would be to make it much more efficient to locate exhibits, particularly those incorporated by reference. For example, under current rules if an investor wants to find a company's bylaws on EDGAR he or she must locate the bylaws on the exhibit list (such as in the most recent 10-K or 20-F) which will list the filing with which the bylaws were most recently filed. He or she must then separately locate that filing. Hyperlinking would effectively eliminate the second step, saving time.

Not that it was all that difficult to begin with, but the SEC has released an online tool to help companies calculate registration fees for certain form submissions to EDGAR. According to the SEC’s press release, “the new tool is intended to improve the accuracy of fee calculations and minimize the need for corrections.” The new tool covers the most common filings companies use to register initial public offerings, debt offerings, asset-backed securities, closed-end mutual funds, limited partnerships, and small business investment companies. The tool prompts users to enter data based on the type of filing and the applicable fee rules and provides suggestions for completing required fee tables based on the data entered. Of course, the SEC reminds filers that this is just a tool to help - companies will remain responsible for paying all required fees and accurately including all required information in their filings.

The Registration Fee Estimator is available at https://www.sec.gov/ofm/registration-fee-estimator.html

The staff of the SEC’s Division of Corporation Finance has made an announcement that it will begin releasing through the EDGAR system correspondence with issuers relating to Securities Act registration statements that are not selected for review.