On 16 December 2024, the United States Securities and Exchange Commission (US SEC) published the final rules for Electronic Submission of Certain Materials Under the United States Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report which proposes amendments to require the electronic filing, submission, or posting of certain financial forms and materials under the United States Securities Exchange Act of 1934. The proposed rules updates the US SEC’s data collection processes by mandating the use of the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system and adopting structured data formats where appropriate. The proposed rule changes apply to market participants, including SROs, registered clearing agencies, broker-dealers, over-the-counter (OTC) derivatives dealers, and security-based swap entities. The US SEC also published an accompanying fact sheet on 16 December 2024, which summarises the proposed changes. The proposed rule was initially published in the Federal Register on 22 March 2023, inviting comments by the stakeholders by 22 May 2023. The final rules are still to be published in the federal register.
The US SEC’s amendments target forms, reports, and supplementary materials currently filed manually, via email, or through outdated formats. These updates include electronic filing for documents filed by SROs, broker-dealers, and security-based swap entities (SBSDs and MSBSPs). Additionally, certain supplementary materials and compliance reports would be required to be publicly posted on relevant organisations’ websites.
Under the proposal, self-regulatory organisations (SROs) will be required to file forms such as Form 1, Form 1-N, Form 15A, and Form CA-1 electronically on EDGAR. The amendments also eliminate Form 19b-4(e) and require SROs to post information regarding new derivative securities products directly on their websites within two business days. Manual signature requirements for SRO filings would also be removed.
Registered clearing agencies will now need to post supplementary materials online, while broker-dealers and non-bank security-based swap dealers (SBS entities) will electronically file their annual audited reports and other forms, including Form 17-H, on EDGAR. Additionally, forms such as Rule 17a-19 notices, compliance reports under Rule 15fk-1(c)(2)(ii)(A), and withdrawal notices under Rule 3a71-3(d)(1)(vi) would also be required in digital format.
The amendments also include updates to the Financial and Operational Combined Uniform Single (FOCUS) Report, introducing harmonisation, clarifications, and technical corrections to streamline reporting for broker-dealers and OTC derivatives dealers.
The proposed rule amendments were initially introduced in March 2023 and made available for public comment, as required by the Federal Register process. These comments helped shape the final proposal, ensuring stakeholder input was considered before implementation.
The proposed amendments will take effect 60 days after publication in the Federal Register. However, specific compliance dates have been staggered across phases. For broker-dealers and SBS entities, annual audits and Form 17-H submissions will transition to EDGAR starting 30 June 2025. Structured data filing requirements for firms with significant capital thresholds will follow in 2026, with a full rollout by 2028.
For SROs, requirements to post information related to Rule 19b-4(e) filings will begin 1 September 2025, while updates to other forms will phase in between March 2026 and July 2026. Other notices and compliance filings, such as Rule 15fi-3(c) and Rule 15fk-1(c) reports, will become mandatory in structured data format starting 1 January 2026. The compliance dates for these amendments vary depending on the applicable form or rule but range from 60 days after the Final rule release is published in the Federal Register to on or after June 30, 2028.
US SEC Chair Gary Gensler stated: “Today’s amendments build on more than 20 years of Commission actions to modernize filing and recordkeeping requirements, I’m pleased that the Commission has taken the next step towards updating our requirements for the digital age.”
(Source: https://www.sec.gov/newsroom/press-releases/2024-202)
