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SEC Adopts Rules to Modernize Filing Fee Disclosure and Payment Methods

October 22, 2021 Download PDF

The SEC has adopted final rules modernizing filing fee disclosures and payment methods (available here).  These rules were initially proposed in October 2019.  Under the final rules:

  • filing fee disclosures will be contained in a filing fee exhibit (as opposed to the cover page and submission header where they are currently disclosed);
  • filing fee calculations will be presented on a tabular basis in a structured prescribed format (please see Annex A for the sample tables) instead of in a narrative format;
  • filing fees may be paid by wire transfer, ACH, debit cards (if issued by a U.S. financial institution) or credit cards (if issued by a U.S. financial institution, and subject to a daily and per filing fee payment limit of $25,000); checks and money orders will be eliminated as a form of payment; and
  • registrants will be allowed to reallocate previously paid filing fees between two or more classes of securities included on a registration statement, prior to effectiveness.

The filing fee disclosure amendments will take effect January 31, 2022 and issuers may choose to comply with them after that date.  Compliance will be required by July 31, 2024 for large accelerated filers and by July 31, 2025 for accelerated filers and all other filers.

The filing fee payment method amendments will take effect on May 31, 2022.

Please see Annex A in the PDF for the Fee Tables.

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