View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0063
ICR Reference No:
202306-3235-001
Status:
Historical Active
Previous ICR Reference No:
202211-3235-006
Agency/Subagency:
SEC
Agency Tracking No:
CF 270-048
Title:
Exchange Act Form 10-K
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Emergency
Approval Requested By:
07/14/2023
OIRA Conclusion Action:
Approved without change
Conclusion Date:
06/23/2023
Retrieve Notice of Action (NOA)
Date Received in OIRA:
06/05/2023
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
12/31/2023
6 Months From Approved
05/31/2025
Responses
8,292
0
8,292
Time Burden (Hours)
13,988,811
0
13,988,770
Cost Burden (Dollars)
1,835,594,519
0
1,835,588,919
Abstract:
Form 10-K is filed by issuers of securities to satisfy their annual report obligations pursuant to Sections 13 and 15(d) of the Exchange Act.
Emergency Justfication:
The Division of Corporation Finance is requesting emergency consideration for OMB 3235-0063and 3235-0288 in connection with Release 34-91364 (Adopting Release). On December 18, 2020, Congress enacted the Holding Foreign Companies Accountable Act (HFCAA). Section 2 of the HFCAA required Commission rulemaking within 90 days of the date of enactment in order to “establish the manner and form in which a covered issuer shall make a submission required under paragraph (2)(B).” Furthermore, Section 3 of the HFCAA requires certain disclosure from issuers, and the Commission’s final rules included amendments to Form 10-K and Form 20-F to clarify issuers’ obligations under the HFCAA. Because the amendments conformed the specified forms to the requirements of the then-newly enacted statute and in light of the 90- day rulemaking directive in Section 2 of the HFCAA, the Commission found that notice and public comment were impracticable and unnecessary. Thank you for considering this request.
Authorizing Statute(s):
PL:
Pub.L. 116 - 222 2
Name of Law: Holding Foreign Companies Act of 2020
US Code:
15 USC 78c, 78l, 78m, 78o(d), 78w(a)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 7214
Name of Law: Sarbanes-Oxley Act of 2002
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AM84
Final or interim final rulemaking
86 FR 17528
04/15/2021
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Exchange Act Form 10-K
SEC 1673
Form 10-K
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
8,292
8,292
0
0
0
0
Annual Time Burden (Hours)
13,988,811
13,988,770
0
41
0
0
Annual Cost Burden (Dollars)
1,835,594,519
1,835,588,919
0
5,600
0
0
Burden increases because of Program Change due to Agency Discretion:
Yes
Burden Increase Due to:
Changing Regulations
Burden decreases because of Program Change due to Agency Discretion:
No
Burden Reduction Due to:
Short Statement:
Consistent with the HFCA Act, the amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrants. As a result of these amendments, we estimate that the impact will be an increase in the paperwork burden of affected entities. For purposes of the PRA, we estimate that, for Form 10-K, the amendments will result in an increase of 41 burden hours and $5,600 for the services of outside professionals.
Annual Cost to Federal Government:
$125,800,170
Does this IC contain surveys, censuses, or employ statistical methods?
No
Does this ICR request any personally identifiable information (see
OMB Circular No. A-130
for an explanation of this term)? Please consult with your agency's privacy program when making this determination.
Yes
Does this ICR include a form that requires a Privacy Act Statement (see
5 U.S.C. §552a(e)(3)
)? Please consult with your agency's privacy program when making this determination.
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
No
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
No
Agency Contact:
Angie Kim 202 551-3535
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
06/05/2023
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