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SEC Updates Filing Fee Rules

By | October 13, 2021

The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee table and accompanying disclosure to include all required information for fee calculation in a structured format. The amendments also add options for fee payment via Automated Clearing House (“ACH”) and debit and credit cards, and eliminate options for fee payment via paper checks and money orders.

The current methods by which filers and the SEC staff process and validate EDGAR filing fee information within the filing are highly manual and labor-intensive.  Filing fee related information is generally not machine-readable and the underlying components used for the calculation are not always required to be reported.

Currently, the SEC staff conducts a manual review of the filing fee information for every fee-bearing filing that is filed with the SEC. When there are discrepancies between filing fee information appearing in the header and in the filing fee table on the cover page of the filing, the staff must resolve the discrepancy and often has to contact the filer to do so. The SEC expects the new amendments will make the filing fee payment validation process faster and more efficient by enabling the staff to use automated tools to help validate payment information with respect to complicated situations.

The revised rules generally require the filing fee-related information in a separate filing fee exhibit rather than on the cover page of a filing.  Filers’ presentation of filing fee-related information in one location in a structured format will help filers and Commission staff quickly identify and correct errors, as the SEC’s EDGAR system will automatically check the structured filing fee-related information for internal consistency.

The amendments generally will be effective on Jan. 31, 2022. The amendments that will add or eliminate payment options will be effective on May 31, 2022. Pursuant to the transition provision, large accelerated filers will become subject to the structuring requirements for filings they submit on or after 30 months after the Jan. 31, 2022 effective date. Accelerated filers, certain investment companies that file registration statements on Forms N-2 and N-14, and all other filers will become subject to the structuring requirements for filings they submit on or after 42 months after the Jan. 31, 2022 effective date. Compliance with the amended disclosure requirements other than the structuring requirements will be mandatory on the Jan. 31, 2022 effective date.

The amendments permit all filers to file their filing fee-related information structured in Inline XBRL prior to the compliance date for each category of filers. The SEC will make available a separate filing agent test system for this purpose. Filers will be able to file under the amendments once the EDGAR system has been modified to accept filing fee related information in Inline XBRL for all fee-bearing documents subject to the amendments, which is anticipated to be approximately six months before the earliest compliance date.

Contact Steve Quinlivan for more information.