The SEC voted on October 13th to apply updates to the current methods used to calculate, report, and pay filing fees. The modifications are intended to help automate filing fee calculation and validation and update fee payment options. Importantly, the SEC is introducing a structured data format disclosure requirement concerning fee calculations to most fee-bearing forms.
Operating companies and investment companies (funds) pay filing fees when they engage in certain transactions, including mergers and acquisitions, registered securities offerings, and tender offers. The revisions, which will gradually be introduced over the coming years, are expected to:
enhance the filing process by improving the speed, cost and efficiency for SEC staff and market participants by required filings be submitted in a structured data format
improve filing fee preparation and payment processing by facilitating both enhanced validation through filing fee structuring and easily routable, low-cost payments through the Automated Clearing House (ACH) payment option
add new options for ACH and debit and credit card payment of filing fees, while eliminating the seldom used paper checks and money orders (effective on May 31, 2022)
Filing entities will now be required to present all mandatory information required for filing-fee calculation in a separate exhibit structured in inline XBRL when submitting most fee-bearing forms and schedules.
The amendments generally will go into effect on January 31, 2022. With the exception of the data structuring requirements, compliance with the amended disclosure requirements will be mandatory on the January 31, 2022 effective date. To give filers additional time to comply with the inline XBRL structuring requirements for filing fee information, the SEC is providing an extended transition period. Under the transition provision:
large accelerated filers will become subject to the structuring requirements for filings they submit on or after 30 months after the January 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 January 31, 2022 effective date
For more information, contact Luba Dinits, Senior Accountant, Office of Financial Management, at (202) 551-3839, Mark W. Green, Senior Special Counsel, Division of Corporation Finance, at (202) 551-3430; Amanda Hollander Wagner, Branch Chief, or Amy Miller, Senior Counsel, Division of Investment Management, at (202) 551-6792; or R. Michael Willis, Associate Director, Office of Data Science and Innovation, Division of Economic and Risk Analysis, at (202) 551- 6600.