There are quite a few changes that SEC filers can expect in the upcoming year. Regulations become effective and compliance dates are set that will have varying degrees of impact on financial and EDGAR reporting. Here’s a quick overview of what you can expect this year from the SEC.
January: Form D
The amendments to Rule 504 of Form D become effective on January 20, 2017. These amendments raise the aggregate amount of securities an issuer may offer and sell in any twelve-month period from $1 million to $5 million.
The repeal of Rule 505 will be effective May 22, 2017.
March: US GAAP 2017
Historically, the SEC has approved the new XBRL taxonomies in March of each year. We expect to see the new 2017 taxonomy approved around this time.
April: Rule 147 and Rule 147A
This rule establishes a new intrastate offering exemption under the Securities Act of 1933 and will become effective April 20, 2017. At this same time, revisions to Rule 147 will also become effective.
June: Amendments to Form N-1A
The amendment to Form N-1A regarding the disclosure of a fund’s procedures for redeeming shares in stressed and non-stressed market conditions has a compliance date of June 1, 2017.
August: Changes to Regulation S-X
The SEC adopted a number of changes to Article 12 of Regulation S-X as part of the rules to modernize investment company reporting. Part of these changes include disclosures of securities lending activities, new schedules for open futures contracts, open forward foreign currency contracts, and open swap contracts, and the disclosure of the interest rate or preferential dividend rate and maturity date for certain enumerated debt instruments.
The compliance date for the amendments to Regulation S-X is August 1, 2017.
October: Form ADV
Changes to Form ADV were adopted by the SEC. Filers must comply with the changes when filing any new or amended Form ADV on or after October 1, 2017.
Pay Ratio Disclosure
The compliance date for the rules regarding the disclosure of the median of the annual total compensation of all of a registrant’s employees (excluding the chief executive officer), the annual total compensation of the registrant’s CEO, and the ratio between these two values is the first fiscal year beginning on or after January 1, 2017. This disclosure is required in any annual report, proxy or information statement, or registration statement that requires executive compensation disclosure pursuant to Item 402 of Regulation S-K.
This disclosure requirement does not apply to emerging growth companies, smaller reporting companies or foreign private issuers.
