Electronic Filing Of Transfer Agent Forms - Securities And Exchange Commission Page 14
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100we do not believe transfer agents will find any need to submit an unofficial copy of their filings in
PDF format. Therefore, the Commission is amending Rule 104(a) to prohibit filers from including
an unofficial PDF copy of Form TA-1, Form TA-2, or Form TA-3 in an electronic submission.
3.
Rule 201, Temporary Hardship Exemption
Rule 201 of Regulation S-T provides procedures for a temporary exemption from mandated
electronic filing when, due to unanticipated technical difficulties, an electronic filer cannot submit its
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filing in electronic format by the filing date.
The filer may submit the filing in paper format no
later than one business day after the filing was to be made with the Commission, and the filer must
submit an electronic format copy of the form within six business days of filing the paper format
document. Form TA-1 and Form TA-W do not have specified filing dates, and Form TA-2 may be
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filed any time between January 1 and March 31.
As a result, the Commission does not believe that
there would be many cases where transfer agents would need the temporary hardship exemption.
If it is necessary that a transfer agent form be filed with the Commission on a date certain,
there are two means by which the Commission typically would adjust the effective or filing date of a
transfer agent form. First, the Commission has the authority under Section 17A(c) of the Act to
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accelerate, delay, or postpone the effective date of Form TA-1 and Form TA-W.
Second, Rule
13(b) of Regulation S-T provides that the Commission may adjust the filing date of an electronic
filing, which would include Form TA-1, Form TA-2, or Form TA-W, if the filer in good faith
attempts to file with the Commission in a timely manner but the filing is delayed due to technical
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17 CFR 232.201.
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17 CFR 240.17Ac2-2(a).
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15 U.S.C. 78q-1(c)(2), (c)(4)(A) and (B), and 17 CFR 240.17Ac2-1(a) and 240.17Ac3-
1(b).
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