General
232.10 — Application of part 232.
(a) This part, in conjunction with the EDGAR Filer Manual and the
electronic filing provisions of applicable rules, regulations and forms, shall govern the
electronic submission of documents filed or otherwise submitted to the Commission and shall
be controlling for an electronic format document in the manner and respects provided in this
part.
(b) Each registrant, third party filer, or agent must, before filing on
EDGAR:
(1) File electronically the information required by Form ID (§§ 239.63,
249.446, 269.7 and 274.402 of this chapter), the uniform application form for access codes
to file on EDGAR, and
(2) File, by uploading as a Portable Document Format (PDF) attachment to
the Form ID filing, a notarized document, signed by the applicant, that includes the
information required to be included in the Form ID filing and confirms the authenticity of
the Form ID filing.
(c) The requirements of § 232.302 (Rule 302) do not apply to the notarized document
required by paragraph (b)(2) of this section.
Note to § 232.10:
The Commission strongly urges any person or entity about to
become subject to the disclosure and filing requirements of the federal
securities laws to submit a Form ID well in advance of the first required
filing, including a registration statement relating to an initial public
offering, in order to facilitate electronic filing on a timely basis.
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[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8,
1997; 64 FR 27894, May 21, 1999; 69 FR 22709, Apr. 26, 2004; 74 FR 10838, Mar. 13, 2009;
77 FR 54807, Sept. 6, 2012; 86 FR 7968, Feb. 3, 2021; 86 FR 25803, May 11, 2021]
232.11 — Definition of terms used in this part.
Unless otherwise specifically provided, the terms used in Regulation S-T (part 232 of this chapter) have the same meanings as in the federal securities laws and the rules, regulations and forms promulgated thereunder. In addition, the following definitions of terms apply specifically to electronic format documents and shall apply wherever they appear in laws, rules, regulations and forms governing such documents, unless the context otherwise specifies:
Animated graphics. The term animated graphics means text or images that do not remain static but that may move when viewed in a browser.
ASCII document. The term ASCII document means an electronic text document with contents limited to American Standard Code for Information Interchange (ASCII) characters and that is tagged with Standard Generalized Mark Up Language (SGML) tags in the format required for ASCII/SGML documents by the EDGAR Filer Manual.
Asset Data File. The term Asset Data File means the machine-readable
computer code that presents information in eXtensible Markup Language (XML) electronic
format pursuant to § 229.1111(h) of this chapter.
Business development company. The term business development company has the meaning set forth in section 2(a)(48) of the Investment Company Act.
Cover Page Interactive Data File. The term Cover Page Interactive Data
File means the machine-readable computer code that presents in Inline XBRL electronic
format the cover page information for specified forms as required by Rule 406 (§ 232.406 of
this chapter). NOTE to definition of Cover Page Interactive Data File: When a filing is
submitted using Inline XBRL, if permitted or required and as provided by the EDGAR Filer
Manual, a portion of the Cover Page Interactive Data File must be embedded into a form with
the remainder submitted as an exhibit to the form.
Direct transmission. The term direct transmission means the transmission of one or more electronic submissions via a telephonic communication session.
Disruptive code. The term disruptive code means any active content or other executable code, or any program or set of electronic computer instructions inserted into a computer, operating system, or program that replicates itself or that actually or potentially modifies or in any way alters, damages, destroys or disrupts the file content or the operation of any computer, computer file, computer database, computer system, computer network or software, and as otherwise set forth in the EDGAR Filer Manual.
EDGAR. The term EDGAR (Electronic Data Gathering, Analysis, and Retrieval) means the computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format.
EDGAR Filer Manual. The term EDGAR Filer Manual means the current version of the manual prepared by the Commission setting out the technical format requirements for an electronic submission.
Note:
See Rule 301 of Regulation S-T (§ 232.301).
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Electronic document. The term electronic document means the portion of an electronic submission separately tagged as an individual document in the format required by the EDGAR Filer Manual.
Electronic filer. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101, respectively).
Electronic filing. The term electronic filing means one or more electronic documents filed under the federal securities laws that are transmitted or delivered to the Commission in electronic format.
Electronic format. The term electronic format means the computerized format of a document prepared in accordance with the EDGAR Filer Manual.
Electronic submission. The term electronic submission means any document, such as a filing, correspondence, or modular submission, or any discrete set of documents, transmitted or delivered to the Commission in electronic format.
Exchange Act. The term Exchange Act means the Securities Exchange Act of 1934.
Executable code. The term executable code means instructions to a computer to carry out operations that use features beyond the viewer's, reader's, or Internet browser's native ability to interpret and display HTML, PDF, and static graphic files. Such code may be in binary (machine language) or in script form. Executable code includes disruptive code.
Header information. The term header information means information designated by the EDGAR Filer Manual to precede the text of each electronic submission and document submitted therewith via EDGAR that identifies characteristics of the submission and documents in order to facilitate electronic processing by the EDGAR system.
HTML document. The term HTML document means an electronic text document tagged with HyperText Markup Language tags in the format required by the EDGAR Filer Manual.
Hyperlinks. The term hyperlinks means the representation of an Internet address in a form that an Internet browser application can recognize as an Internet address.
Interactive Data File. The term Interactive Data File means the
machine-readable computer code that presents information in eXtensible Business Reporting
Language (XBRL) electronic format pursuant to § 232.405 and as specified by the EDGAR Filer
Manual. When a filing is submitted using Inline XBRL as provided by § 232.405(a)(3), a
portion of the Interactive Data File is embedded into a filing with the remainder submitted
as an exhibit to the filing.
Investment Advisers Act. The term Investment Advisers Act means the
Investment Advisers Act of 1940.
Investment Company Act. The term Investment Company Act means the Investment Company Act of 1940.
Modular submission. The term modular submission means an electronic submission
that contains one or more documents, or portions of a document, submitted for storage in the
non-public EDGAR data storage area for purposes of subsequent inclusion in one or more
electronic filings pursuant to Rule 501(a) of Regulation S-T (§ 232.501(a)).
Official filing. The term official filing means any filing that is received
and accepted by the Commission, regardless of filing medium and exclusive of header
information, tags and any other technical information required in an electronic filing;
except that electronic identification of investment company type and inclusion of
identifiers for series and class (or contract, in the case of separate accounts of insurance
companies) as required by rule 313 of Regulation S-T (§ 232.313) are deemed part of the
official filing.
Original. The term original, when used or implied in the securities laws, rules, regulations or forms, includes the writing itself or any counterpart intended to have the same effect by a person executing or issuing it. If data are stored in a computer or similar device, any printout or other output readable by sight, shown to reflect the data accurately, is an original.
Paper format. The term paper format means a paper document.
Registrant. The term registrant means an issuer of securities for which a Securities Act registration statement is required to be filed and/or an issuer of securities with respect to which an Exchange Act registration statement or report is required to be filed and/or an investment company required to file an Investment Company Act registration statement or report.
Related Official Filing. The term Related Official Filing means
the ASCII or HTML format part of the official filing with which all or part of an
Interactive Data File appears as an exhibit or, in the case of a filing on Form N–1A
(§§ 239.15A and 274.11A of this chapter), Form N–2 (§§ 239.14 and 274.11a–1 of this
chapter), Form N–3 (§§ 239.17a and 274.11b of this chapter), Form N–4 (§§ 239.17b and
274.11c of this chapter), Form N–6 (§§ 239.17c and 274.11d of this chapter), Form N–8B–2
(§ 274.12 of this chapter), Form S–6 (§ 239.16 of this chapter), and Form N–CSR (§ 274.128
of this chapter), and, to the extent required by § 232.405 (Rule 405 of Regulation S–T) for
a business development company as defined in Section 2(a)(48) of the Investment Company Act
of 1940 (15 U.S.C. 80a–2(a)(48)), Form 10–K (§ 249.310 of this chapter), Form 10–Q
(§ 249.308a of this chapter), and Form 8–K (§ 249.308 of this chapter), the ASCII or HTML
format part of an official filing that contains the information to which an Interactive Data
File corresponds.
Securities Act. The term Securities Act means the Securities Act of 1933.
Segmented filing. The term segmented filing means an electronic format
document assembled from segments previously submitted to the non-public EDGAR data storage
for one-time inclusion in an electronic filing pursuant to Rule 501(b) of Regulation S-T (§
232.501(b)).
Tag. The term tag means an identifier that highlights specific information to EDGAR that is in the format required by the EDGAR Filer Manual.
Third party filer. The term third party filer means any person or entity that files documents with the Commission with respect to another entity.
Trust Indenture Act. The term Trust Indenture Act means the Trust Indenture Act of 1939.
Unofficial PDF copy. The term unofficial PDF copy means an optional copy of an
electronic document that may be included in an EDGAR submission tagged as a Portable
Document Format document in the format required by the EDGAR Filer Manual and submitted in
accordance with Rule 104 of Regulation S-T (§ 232.104).
[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997; 64 FR
27894, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 70 FR 6571, Feb. 8, 2005; 70 FR 43569,
July 27, 2005; 74 FR 6813, Feb. 10, 2009; 74 FR 7774, Feb. 19, 2009; 76 FR 71876, Nov. 21,
2011; 79 FR 57183, Sept. 24, 2014; 80 FR 14437, Mar. 19, 2015; 82 FR 14130, Mar. 17, 2017;
83 FR 40846, Aug. 16, 2018; 84 FR 12674, Apr. 2, 2019; 85 FR 25964, May 1, 2020; 85 FR
33290, June 1, 2020; 87 FR 38943, June 30, 2022; 88 FR 70436, Oct. 11, 2023]
232.12 — Business hours of the Commission.
(a) General. The principal office of the Commission, at 100 F Street, NE., Washington, DC 20549, is open each day, except Saturdays, Sundays, and federal holidays, from 9 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, provided that hours for the filing of documents pursuant to the Acts or the rules and regulations thereunder are as set forth in paragraphs (b) and (c) of this section.
(b) Submissions made in paper. Filers may submit paper documents filed with or otherwise furnished to the Commission each day, except Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect.
(c) Submissions by direct transmission. Electronic filings and other
documents may be submitted to the Commission each day, except Saturdays, Sundays, and
Federal holidays, from 6 a.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Saving
Time, whichever is currently in effect.
[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 59
FR 67761, Dec. 30, 1994; 65 FR 24800, Apr. 27, 2000; 65 FR 24800, Apr. 27, 2000; 68 FR
25799, May 13, 2003; 73 FR 32227, June 5, 2008; 86 FR 7968, Feb. 3, 2021; 88 FR 12205,
Feb. 27, 2023]
232.13 — Date of filing; adjustment of filing date.
(a) General. (1) Except as provided in paragraph (b) of this section, the business day on which a filing is received by the Commission shall be the date of filing thereof, if:
(i) All requirements of the Acts and rules applicable to such filing have been complied with;
(ii) The filing conforms to the applicable technical standards regarding electronic format in the EDGAR Filer Manual; and
(iii) With respect to Securities Act filings, including filings under section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f)), the required fee payment has been confirmed, provided that the failure to pay an insignificant amount of the fee at the time of the filing, as a result of a bona fide error, shall not affect the date of filing.
(2) If the conditions of paragraph (a)(1) of this section are otherwise satisfied, all filings submitted by direct transmission commencing on or before 5:30 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, shall be deemed filed on the same business day, and all filings submitted by direct transmission commencing after 5:30 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, shall be deemed filed as of the next business day.
(3) Notwithstanding paragraph (a)(2) of this section, any registration statement
or any post-effective amendment thereto filed pursuant to § 230.462(b) of this chapter (Rule
462(b)) by direct transmission commencing on or before 10 p.m. Eastern Standard Time or
Eastern Daylight Savings Time whichever is currently in effect, shall be deemed filed on the
same business day.
(4) Notwithstanding paragraph (a)(2) of this section, a Form 3, 4, or 5
(referenced in §§ 249.103, 249.104, and 249.105 of this chapter, respectively), a Schedule
14N (referenced in § 240.14n–101 of this chapter), a Form 144 (referenced in § 239.144 of
this chapter), or a Schedule 13D or Schedule 13G, inclusive of any amendments thereto
(§§ 240.13d–101 and 240.13d–102 of this chapter), submitted by direct transmission
commencing on or before 10 p.m. Eastern Standard Time or Eastern Daylight Time, whichever is
currently in effect, shall be deemed filed on the same business day.
Note:
Electronic filings that have an automatic or immediate effective date must be deemed filed, as provided in paragraph (a) of this section, before any waiting period for automatic effectiveness commences or before the filing becomes immediately effective, whichever applies.
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(b) Adjustment of the filing date. If an electronic filer in good faith attempts to file a document with the Commission in a timely manner but the filing is delayed due to technical difficulties beyond the electronic filer's control, the electronic filer may request an adjustment of the filing date of such document. The Commission, or the staff acting pursuant to delegated authority, may grant the request if it appears that such adjustment is appropriate and consistent with the public interest and the protection of investors.
(c) Payment of fees. Fees required with respect to a filing that is
submitted electronically shall be paid in accordance with the procedures set forth in
Instructions for Filing Fees — Rule 3a of the Commission's Informal and Other Procedures (§
202.3a of this chapter).
Note:
All filing fees paid by electronic filers must be submitted to the
lockbox depository or system, as provided in Rule 3a, including those pertaining
to documents filed in paper pursuant to a hardship exemption.
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(d) Where the Commission's rules, schedules and forms provide that a document must be filed on the same day it is published, furnished, sent or given to security holders or others, an electronic filer may file the document with the Commission electronically before or on the date the document is published, furnished, sent or given, or if such publication or distribution does not occur during the official business hours of the Commission, as soon as practicable on the next business day. Any associated time periods shall be calculated on the basis of the publication or distribution date (as applicable), and not on the basis of the date of filing.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67761, Dec. 30, 1994; 60
FR 26618, May 17, 1995; 62 FR 47938, Sept. 12, 1997; 64 FR 61451, Nov. 10, 1999; 68 FR
25799, May 13, 2003; 75 FR 56780, Sept. 16, 2010; 86 FR 70166 Dec. 9, 2021; 88 FR 12205,
Feb. 27, 2023; 88 FR 76896, Nov. 7, 2023]
232.14 — Paper filings not accepted without exemption.
The Commission will not accept in paper format any filing required to be
submitted electronically under Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101
respectively), unless the filing satisfies the requirements for a temporary or continuing
hardship exemption under Rule 201 or 202 of Regulation S-T (§§ 232.201 or 232.202
respectively).
[62 FR 58649, Oct. 30, 1997]
232.15 — Administration of EDGAR.
(a) In its administration of EDGAR, the Commission may take the following actions to
promote the reliability and integrity of submissions made through EDGAR.
(1) If the Commission determines that a submission contains personally identifiable
information that if released may result in financial or personal harm to an individual,
which may comprise a single item of information or a combination of two or more items, the
Commission may redact such information from the submission, prevent dissemination of the
submission, and/or remove the submission from the Commission's public website, and may
communicate as necessary with the filer to facilitate submission of a version in which
such information is redacted;
(2) The Commission may prevent the submission to EDGAR of any submission that poses a
cybersecurity threat, including but not limited to, submissions containing any malware or
virus, and may communicate as necessary with the filer regarding the submission;
(3) If the Commission determines that a submission has not been processed by EDGAR, or
has been processed incorrectly by EDGAR, or contains an error attributable to the
Commission staff, the Commission may correct and/or prevent public dissemination of the
submission and may communicate with the filer as necessary to facilitate the filer's
submission of an amendment to, or a notice of withdrawal of, the filer's submission (a
“filer corrective disclosure”);
(4) If the Commission determines that a submission is made under an incorrect EDGAR
unique identifying number, the Commission may remove and/or prevent public dissemination
of the submission and may communicate with the filer as necessary to facilitate a filer
corrective disclosure;
(5) If the Commission determines that a dispute exists regarding the authority to make
submissions on behalf of a filer, the Commission may prevent a filer's ability to make
submissions until the dispute is resolved by the disputing parties or by a court of
competent jurisdiction;
(6) If the Commission has reason to believe that an attempted submission may be
misleading or manipulative, the Commission may prevent acceptance or dissemination of the
submission unless, after evaluating the circumstances surrounding the submission, the
Commission's concerns are satisfactorily addressed;
(7) If the Commission has reason to believe that a filer has made an unauthorized
submission or attempted to make an unauthorized submission, the Commission may prevent any
further submissions by the filer or otherwise remove the filer's access to EDGAR; and
(8) If the Commission otherwise has reason to believe that, to promote the reliability
and integrity of submissions made through EDGAR, it must address a submission issue that
cannot be addressed solely by filer corrective disclosure or by the actions set forth in
paragraphs (a)(1) through (7) of this section, the Commission may take such further steps
as are appropriate to address the matter and communicate as necessary with the filer
regarding the submission.
(b) The Commission may act under paragraph (a) of this section without providing advance
notice to the filer or any other person. As soon as reasonably practicable after taking
action under paragraph (a) of this section, the Commission will provide written notice and
a brief factual statement of the basis for the action to the filer and any other person
the Commission determines is relevant to the matter (“relevant persons”). The Commission
will send the notice and factual statement by electronic mail to the email address on
record in the filer's EDGAR account, and to the email address of any relevant persons. The
Commission may also send, if necessary, the notice and factual statement by registered,
certified, or express mail to the physical address on record in the filer's EDGAR account
and the physical address of any relevant persons.
(c) Nothing in this section prevents a filer from addressing an error or mistake in the
filer's submission by making a filer corrective disclosure.
[86 FR 7961, Feb. 3, 2021]