Preparation of Electronic Submissions
232.301 — EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by the
EDGAR Filer Manual, promulgated by the Commission, which sets forth the technical formatting
requirements for electronic submissions. The requirements for becoming an EDGAR Filer and
updating company data are set forth in the EDGAR Filer Manual, Volume I: “General
Information,” Version 41 (December 2022). The requirements for filing on EDGAR are set forth
in the updated EDGAR Filer Manual, Volume II: “EDGAR Filing,” Version 71 (September 2024).
All of these provisions have been incorporated by reference into the Code of Federal
Regulations, which action was approved by the Director of the Federal Register in accordance
with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with these requirements in order for
documents to be timely received and accepted. The EDGAR Filer Manual is available for
inspection at the Commission and at the National Archives and Records Administration (NARA).
The EDGAR Filer Manual is available for website viewing and printing in the Commission's
Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m. Operating conditions may limit access to the
Commission's Public Reference Room. For information on the availability of the EDGAR Filer
Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations.html or
email fr.inspection@nara.gov. The EDGAR Filer Manual may also be obtained
from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.
[79 FR 35280, June 20, 2014, as amended at 79 FR 64311, October 29, 2014;
79 FR 76878, Dec. 23, 2014; 80 FR 21649, April 20, 2015; 80 FR 29942, May 26, 2015; 80 FR
36913, June 29, 2015; 80 FR 51123, August 24, 2015; 80 FR 59578, October 2, 2015; 81 FR 3,
January 4, 2016; 81 FR 31501; 81 FR 43047, July 1, 2016; 81 FR 67118, Sept. 30, 2016; 81
FR 81870, Nov. 18, 2016; 82 FR 7645, Jan. 23, 2017; 82 FR 9680, Feb. 8, 2017; 82 FR 35062,
July 28, 2017; 82 FR 45434, Sept. 29, 2017; 83 FR 11637, March 16, 2018; 83 FR 22190, May
14, 2018; 83 FR 33119, July 17, 2018; 83 FR 55264, Nov. 5, 2018; 83 FR 66100, Dec. 26,
2018; 84 FR 31192, July 1, 2019; 84 FR 56938, Oct. 24, 2019; 85 FR 9365, Feb. 19, 2020; 85
FR 69499, Nov. 3, 2020; 85 FR 78221, Dec. 4, 2020; 86 FR 7968, Feb. 3, 2020; 86 FR 25803,
May 11, 2021; 86 FR 40308, July 28, 2021; 86 FR 55689, Oct. 7, 2021; 87 FR 391, Jan. 5
2022; 87 FR 23108, April 19, 2022; 87 FR 42960, July 19, 2022; 87 FR 61977, October 13,
2022; 88 FR 4083, Jan. 24, 2023; 88 FR 24329, Apr. 20, 2023; 88 FR 45814, July 18, 2023;
88 FR 67945, October 3, 2023; 89 FR 28606, April 19, 2024; 89 FR 65179, Aug. 9, 2024; 89
FR 84280, Oct. 22, 2024]
232.302 — Signatures.
(a) Required signatures to, or within, any electronic submission (including,
without limitation, signatories within the certifications required by §§ 240.13a-14,
240.15d-14, and 270.30a-2 of this chapter) must be in typed form rather than manual format.
Signatures in an HTML document that are not required may, but are not required to, be
presented in an HTML graphic or image file within the electronic filing, in compliance with
the formatting requirements of the EDGAR Filer Manual. When used in connection with an
electronic filing, the term “signature” means a computer representation of any symbol or
series of symbols comprising a name executed, adopted, or authorized as a signature.
Signatures are not required in unofficial PDF copies submitted in accordance with
§ 232.104.
(b)(1) Each signatory to an electronic filing (including, without limitation,
each signatory to the certifications required by §§ 240.13a-14, 240.15d-14 and 270.30a-2 of
this chapter) shall manually or electronically sign a signature page or other document
authenticating, acknowledging, or otherwise adopting his or her signature that appears in
typed form within the electronic filing (“authentication document”). Such authentication
document shall be executed before or at the time the electronic filing is made and shall be
retained by the filer for a period of five years. An electronically signed authentication
document pursuant to this paragraph (b)(1) must meet the requirements set forth in the EDGAR
Filer Manual.
(2) Before a signatory may electronically sign an authentication document
pursuant to paragraph (b)(1) of this section, such signatory must manually sign a document
attesting that, when using electronic signatures for purposes of paragraph (b)(1) of this
section, the signatory agrees that the use of such electronic signature constitutes the
legal equivalent of such individual's manual signature for purposes of authenticating the
signature to any filing for which it is provided. An electronic filer must retain this
document for as long as the signatory may use an electronic signature to satisfy the
requirements of paragraph (b)(1) of this section and for a minimum period of seven years
after the date of the most recent electronically signed authentication document.
(3) Upon request, an electronic filer shall furnish to the Commission or its
staff a copy of any or all documents retained pursuant to this section. A manually signed
document under paragraph (b)(1) or (2) of this section, including an initial electronic
signature authentication document or a manually signed authentication document, may be
retained and stored via electronic means.
(c) Where the Commission's rules require a registrant to furnish to a national securities exchange or national securities association paper copies of a document filed with the Commission in electronic format, signatures to such paper copies may be in typed form.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 64
FR 27895, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 67 FR 57287, Sept. 9, 2002; 85 FR
78221, Dec. 4, 2020]
232.303 — Incorporation by reference.
(a) The following documents shall not be incorporated by reference into an electronic filing:
(1) Any document filed in paper in violation of mandated electronic filing requirements;
(2) Any document filed in paper pursuant to a hardship exemption for which a required confirming electronic copy has not been submitted.
(3) For a registered investment company or a business development company, documents that have not been filed in electronic format, unless the document has been filed in paper under a hardship exemption (§ 232.201 or 232.202 of this chapter) and any required confirming copy has been submitted.
(b) If a filer incorporates by reference into an electronic filing any portion of an annual or quarterly report to security holders, it must also file the portion of the annual or quarterly report to security holders in electronic format as an exhibit to the filing, as required by Regulation S-K Item 601(b)(13) (§ 229.601(b)(13) of this chapter). If a foreign private issuer incorporates by reference into an electronic filing any portion of an annual or other report to security holders, or of a Form 6-K report (§ 249.306 of this chapter) filed or submitted in paper, it also must file the incorporated portion in electronic format as an exhibit to the filing. The requirements of this paragraph do not apply to incorporation by reference by an investment company from an annual or quarterly report to security holders.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 62 FR 36457, July 8, 1997; 64 FR 27895, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 67 FR 36700, May 24, 2002; 84 FR 12674, Apr. 2, 2019]
232.304 — Graphic, image, audio and video material.
(a) If a filer includes graphic, image, audio or video material in a document delivered to investors and others that is not reproduced in an electronic filing, the electronically filed version of that document must include a fair and accurate narrative description, tabular representation or transcript of the omitted material. Such descriptions, representations or transcripts may be included in the text of the electronic filing at the point where the graphic, image, audio or video material is presented in the delivered version, or they may be listed in an appendix to the electronic filing. Immaterial differences between the delivered and electronically filed versions, such as pagination, color, type size or style, or corporate logo need not be described.
|
Note to paragraph (a):
If the omitted graphic, image, audio or video material includes data, filers must include a tabular representation or other appropriate representation of that data in the electronically filed version of the document.
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(b)(1) The graphic, image, audio and video material in the version of a document delivered to investors and others is deemed part of the electronic filing and subject to the civil liability and anti-fraud provisions of the federal securities laws.
(2) Narrative descriptions, tabular representations or transcripts of graphic, image, audio and video material included in an electronic filing or appendix thereto also are deemed part of the filing. However, to the extent such descriptions, representations or transcripts represent a good faith effort to fairly and accurately describe omitted graphic, image, audio or video material, they are not subject to the civil liability and anti-fraud provisions of the federal securities laws.
(c) An electronic filer must retain for a period of five years a copy of each publicly distributed document, in the format used, that contains graphic, image, audio or video material where such material is not included in the version filed with the Commission. The five-year period shall commence as of the filing date, or the date that appears on the document, whichever is later. Upon request, an electronic filer shall furnish to the Commission or its staff a copy of any or all of the documents contained in the file.
(d) For electronically filed ASCII documents, the performance graph that is to appear in registrant annual reports to security holders required by Exchange Act Rule 14a-3 (§ 240.14a-3 of this chapter) or Exchange Act Rule 14c-3 (§ 240.14c-3 of this chapter) to precede or accompany proxy statements or information statements relating to annual meetings of security holders at which directors are to be elected (or special meetings or written consents in lieu of such meetings), as required by Item 201(e) of Regulation S-K (§ 229.201(e) of this chapter), and the line graph that is to appear in registrant annual reports to security holders, as required by paragraph (b)(7)(ii) of Item 27 of Form N-1A (§ 274.11A of this chapter), must be furnished to the Commission by presenting the data in tabular or chart form within the electronic ASCII document, in compliance with paragraph (a) of this section and the formatting requirements of the EDGAR Filer Manual.
(e) Notwithstanding the provisions of paragraphs (a) through (d) of this section, electronically filed HTML documents must present the following information in an HTML graphic or image file within the electronic submission in compliance with the formatting requirements of the EDGAR Filer Manual: The performance graph that is to appear in registrant annual reports to security holders required by Exchange Act Rule 14a-3 (§ 240.14a-3 of this chapter) or Exchange Act Rule 14c-3 (§ 240.14c-3 of this chapter) to precede or accompany registrant proxy statements or information statements relating to annual meetings of security holders at which directors are to be elected (or special meetings or written consents in lieu of such meetings), as required by Item 201(e) of Regulation S-K (§ 229.201(e) of this chapter); the line graph that is to appear in registrant annual reports to security holders, as required by paragraph (b)(7)(ii) of Item 27 of Form N-1A (§ 274.11A of this chapter); and any other graphic material required by rule or form to be filed with the Commission. Filers may, but are not required to, submit any other graphic material in a HTML document by presenting the data in an HTML graphic or image file within the electronic filing, in compliance with the formatting requirements of the EDGAR Filer Manual. However, filers may not present in a graphic or image file information such as text or tables that users must be able to search and/or download into spreadsheet form (e.g., financial statements); filers must present such material as text in an ASCII document or as text or an HTML table in an HTML document.
(f) Electronic filers may not include animated graphics in any EDGAR document.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 61 FR 24655, May 15, 1996; 62 FR 36458, July 8, 1997; 64 FR 27895, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 71 FR 53259, Sept. 8, 2006; 74 FR 4587, Jan. 26, 2009]
232.305 — Number of characters per line; tabular and columnar information.
(a) The narrative portion of a document shall not exceed 80 characters per line, including blank spaces, and shall not be presented in multi-column newspaper format. Non-narrative information (e.g., financial statements) may be presented in tabular or columnar format and may exceed 80 positions only if it is tagged as specified in the EDGAR Filer Manual. In no event shall information presented in tabular or columnar format exceed 132 positions wide.
(b) Paragraph (a) of this section does not apply to HTML documents, Interactive Data Files (§ 232.11) or Interactive Data Financial Reports (§ 232.11).
[58 FR 14670, Mar. 18, 1993, as amended at 64 FR 27896, May 21, 1999; 70 FR 6571, Feb. 8, 2005; 74 FR 6814, Feb. 10, 2009; 79 FR 57183, Sept. 24, 2014; 80 FR 14437, Mar. 19, 2015; 83 FR 40846, Aug. 16, 2018]
232.306 — Foreign language documents and symbols.
(a) All electronic filings and submissions must be in the English language,
except as otherwise provided by paragraphs (b) through (d) of this section. If a filing or
submission requires the inclusion of a document that is in a foreign language, a party must
submit instead a fair and accurate English translation of the foreign language document in
accordance with § 230.403(c) or § 240.12b-12(d) of this chapter, except as otherwise
provided by paragraph (c) of this section. Alternatively, if the foreign language document
is an exhibit or attachment to a filing or submission subject to review by the Division of
Corporation Finance, a party may provide a fair and accurate English summary of the foreign
language document if permitted by § 230.403(c)(3) or § 240.12b-12(d)(3) of this chapter.
(b) When including an English summary or English translation of a foreign
language document in an electronic filing or submission, a party may also submit a copy of
the unabridged foreign language document with the filing in the electronic format required
by the EDGAR Filer Manual. A filer must provide a copy of any foreign language document upon
the request of Commission staff.
(c) A foreign government or its political subdivision must electronically file a
fair and accurate English translation, if available, of its latest annual budget as
presented to its legislative body, as Exhibit B to Form 18 (§ 249.218 of this chapter) or
Exhibit (c) to Form 18-K (§ 249.318 of this chapter). If no English translation is
available, a foreign government or political subdivision must submit a copy of the foreign
language version of its latest annual budget with the filing in the electronic format
required by the EDGAR Filer Manual.
(d) A Canadian issuer may file an HTML document, as defined in § 232.11 of this chapter, that contains text in both French and English if the issuer included the French text to comply with the requirements of the Canadian securities administrator or other Canadian authority, and the French text is in an exhibit to or part of:
(1) A registration statement on Form F-7, F-8, F-9, F-10, or F-80 (§§ 239.37, 239.38, 239.39, 239.40, and 239.41 of this chapter);
(2) A registration statement or annual report on Form 40-F (§ 249.240f of this chapter); or
(3) A Schedule 13E-4F (§ 240.13e-102 of this chapter), Schedule 14D-1F (§ 240.14d-102), or Schedule 14D-9F (§ 240.14d-103).
(e) Foreign currency denominations must be expressed in words or letters in the English language rather than representative symbols, except that HTML documents may include any representative foreign currency symbols that the EDGAR Filer Manual specifies. The limitations of this paragraph do not apply to unofficial PDF copies submitted in accordance with Rule 104 of Regulation S-T (§ 232.104).
[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 59
FR 67762, Dec. 30, 1994; 64 FR 27896, May 21, 1999; 67 FR 36700, May 24, 2002; 76 FR
71876, Nov. 21, 2011; 87 FR 35393, June 10, 2022]
232.307 — Bold face type.
(a) Provisions requiring presentation of information in bold face type shall be satisfied in an electronic format document by presenting such information in capital letters.
(b) Paragraph (a) of this section does not apply to HTML documents.
[62 FR 36458, July 8, 1997, as amended at 64 FR 27896, May 21, 1999]
232.308 — Type size and font; legibility.
Provisions relating to type size, font and other legibility requirements shall not apply to electronic format documents.
232.309 — Paper size; binding; sequential numbering; number of copies.
(a) Requirements as to paper size, binding, and sequential page numbering shall not apply to electronic format documents.
(b) An electronic format document, submitted in the manner prescribed by the EDGAR Filer Manual, shall satisfy any requirement that more than one copy of such document be filed with or provided to the Commission.
232.310 — Marking changed material.
Provisions requiring the marking of changed materials are satisfied in ASCII and HTML documents by inserting the tag <R> before and the tag </R> following a paragraph containing changed material. HTML documents may be marked to show changed materials within paragraphs. Financial statements and notes thereto need not be marked for changed material.
[64 FR 27896, May 21, 1999]
232.311 — Documents submitted in paper under cover of Form SE.
Form SE (§§ 239.64, 249.444, 259.603, 269.8, and 274.403 of this chapter) shall be filed as a paper cover sheet to the following documents submitted to the Commission in paper:
(a) Exhibits filed in paper pursuant to a hardship exemption shall be filed under cover of Form SE. See Rules 201 and 202 of Regulation S-T (§§ 232.201 and 232.202).
(b) The Form SE shall be submitted in the following manner:
(1) If the subject of a temporary hardship exemption is an exhibit only, the filer must
file the exhibit and a Form TH (§§ 239.65, 249.447, 269.1, and 274.404 of this chapter)
under cover of Form SE (§§ 239.64, 249.444, 269.8, and 274.403 of this chapter) no later
than one business day after the date the exhibit was to be filed electronically.
(2) An exhibit filed pursuant to a continuing hardship exemption may be filed up to six
business days prior to, or on the date of filing of, the electronic format document to which
it relates but shall not be filed after such filing date. If a paper document is submitted
in this manner, requirements that the document be filed with, provided with or accompany the
electronic filing shall be satisfied.
(c) Any requirements as to delivery or furnishing the information to persons other than the
Commission shall not be affected by this section.
(c) A party may submit a copy of an unabridged foreign language document in paper under cover of Form SE if the electronic filing or submission includes an English summary or English translation of the foreign language document in accordance with § 232.306(b) or if permitted by the applicable form.
(d) A foreign government or political subdivision that is not filing in electronic format an English translation of its latest annual budget submitted as Exhibit B to Form 18 (§ 249.218 of this chapter) or Exhibit (c) to Form 18-K (§ 249.318 of this chapter) must file a copy of the foreign language version of its latest annual budget in paper under cover of Form SE in accordance with § 232.306(c) of this chapter.
(e) The Form SE shall be submitted in the following manner:
(1) If the subject of a temporary hardship exemption is an exhibit only, the filer must file the exhibit and a Form TH (§§ 239.65, 249.447, 269.10, and 274.404 of this chapter) under cover of Form SE (§§ 239.64, 249.444, 269.8, and 274.403 of this chapter) no later than one business day after the date the exhibit was to be filed electronically.
(2) An exhibit filed pursuant to a continuing hardship exemption, or any other document filed in paper under cover of Form SE (other than an exhibit filed pursuant to a temporary hardship exemption), as allowed by paragraphs (a) through (d) of this section, may be filed up to six business days prior to, or on the date of filing of, the electronic format document to which it relates but shall not be filed after such filing date. If a paper document is submitted in this manner, requirements that the document be filed with, provided with or accompany the electronic filing shall be satisfied.
(f) Any requirements as to delivery or furnishing the information to persons other than the Commission shall not be affected by this section.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67763, Dec. 30, 1994; 61
FR 30402, June 14, 1996; 62 FR 36458, July 8, 1997; 65 FR 24801, Apr. 27, 2000; 67 FR
36700, May 24, 2002; 70 FR 1617, Jan. 7, 2005; 70 FR 43569, July 27, 2005; 76 FR 71876,
Nov. 21, 2011; 87 FR 35393, June 10, 2022]
232.312 — [Removed and Reserved]
[70 FR 1617, Jan. 7, 2005, as amended at 74 FR 67815, Dec. 21, 2009; 75 FR 80300, Dec. 22, 2010; 84 FR 12674, Apr. 2, 2019]
232.313 — Identification of investment company type and series and/or class (or contract).
(a) Registered investment companies, business development companies, and
offerings of registered non-variable annuities must indicate their investment company type,
based on whether the registrant's last effective registration statement or amendment (other
than a merger/proxy filing on Form N-14 (§ 239.23 of this chapter) was filed on Form N-1
(§§ 239.15 and 274.11 of this chapter), 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-5 (§§ 239.24 and 274.5
of this chapter), Form N-6 (§§ 239.17c and 274.11d of this chapter), Form S-1 (§ 239.11 of
this chapter), Form S-3 (§ 239.13 of this chapter), or Form S-6 (§ 239.16 of this chapter)
in those EDGAR submissions identified in the EDGAR Filer Manual.
(b) Registered investment companies or offerings of registered non-variable
annuities whose last effective registration statement or amendment (other than a
merger/proxy filing on Form N-14 (§ 239.23 of this chapter) was filed on Form N-1A
(§§ 239.15A and 274.11A 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), or Form N-6 (§§ 239.17c and 274.11d of
this chapter) must, under the procedures set forth in the EDGAR Filer Manual:
(1) Provide electronically, and keep current, information concerning their
existing and new series and/or classes (or contracts, in the case of separate accounts),
including series and/or class (contract) name and ticker symbol, if any, and be issued
series and/or class (or contract) identification numbers;
(2) Deactivate for EDGAR purposes any series and/or class (or contract, in the
case of separate accounts) that are no longer offered, go out of existence, or deregister
following the last filing for that series and/or class (or contract, in the case of separate
accounts), but the registrant must not deactivate the last remaining series unless the
registrant deregisters; and
(3) For those EDGAR submissions identified in the EDGAR Filer Manual, include
all series and/or class (or contract) identifiers of each series and/or class (or contract)
on behalf of which the filing is made.
(c) Registered investment companies whose last effective registration statement or amendment (other than a merger/proxy filing on Form N-14 (§ 239.23 of this chapter)) was filed on Form N-1A (§§ 239.15A and 274.11A 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), or Form N-6 (§§ 239.17c and 274.11d of this chapter) must provide electronically, as specified in the EDGAR Filer Manual, in the EDGAR submission identifying information concerning the acquiring fund and the target fund (and the series and/or classes (contracts), if any, of each if in existence at the time of the filing) in connection with merger filings on Form N-14 (§ 239.23 of this chapter), under § 230.425 of this chapter, and in compliance with Regulation 14A (§ 240.14a-1 of this chapter), Schedule 14A (§ 240.14a-101 of this chapter), and all other applicable rules and regulations adopted pursuant to Section 14(a) of the Exchange Act, as referenced in Investment Company Act Rule 20a-1 (§ 270.20a-1 of this chapter).
(d) Non-registrant third party filers making proxy filings with respect to investment companies must designate in the EDGAR submission the type of investment company (as referenced in paragraph (a) of this section) and include series and/or class (or contract) identifiers in designated EDGAR proxy submission types, in accordance with the EDGAR Filer Manual.
[70 FR 43569, July 27, 2005; as amended at 89 FR 59978, July 24,
2024]
232.314 — Accommodation for certain securitizers of asset-backed securities.
The information required in response to Rule 15Ga-1 (§ 240.15Ga-1 of this chapter) by a municipal securitizer will be deemed to satisfy the electronic submission requirements of Rule 101 (§ 232.101 of this chapter) under the following conditions:
(a) For purposes of this section, a municipal securitizer is a securitizer (as that term is defined in Section 15G(a) of the Securities Exchange Act of 1934) that is any State or Territory of the United States, the District of Columbia, any political subdivision of any State, Territory or the District of Columbia, or any public instrumentality of one or more States, Territories or the District of Columbia; and
(b) The information required by Rule 15Ga-1 is provided to the Municipal Securities Rulemaking Board in an electronic format available to the public on the Municipal Securities Rulemaking Board's Internet Web site.
[76 FR 4511, Jan. 26, 2011]