Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants

1The Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law 111–203, 124 Stat. 1376 (2010). 2See id., at Preamble. SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 240 and 249 [Release No. 34–65543; File No. S7–40–11] RIN 3235–AL05 Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: Section 764(a) of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘‘Dodd-Frank Act’’) requires the Securities and Exchange Commission (‘‘Commission’’) to issue rules to provide for the registration of security-based swap dealers (‘‘SBS Dealers’’) and major security-based swap participants (collectively, ‘‘SBS Entities’’). Pursuant to this requirement, the Commission is proposing new Rules 15Fb1–1 through 15Fb6–1 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), to provide for the registration of SBS Entities. The Commission is also proposing forms to facilitate registration (and withdrawal from registration) of these entities. DATES: Comments should be received on or before December 19, 2011. ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments

• Use the Commission’s Internet
  comment form (http://www.sec.gov/ rules/proposed.shtml); or
• Send an e-mail to rule￾comments@sec.gov. Please include File
  Number S7–40–11 on the subject line; or
• Use the Federal eRulemaking Portal
  (http://www.regulations.gov). Follow the instructions for submitting comments. Paper Comments
• Send paper comments in triplicate
  to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number S7–40–11. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/proposed.shtml). Comments will also be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT:
  David W. Blass, Chief Counsel; Joseph Furey, Assistant Chief Counsel; or Bonnie Gauch, Special Counsel, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–7010. SUPPLEMENTARY INFORMATION:
  Table of Contents:
  I. Introduction
  A. Background
  B. General Approach to the SBS Entity Registration Process

1. Conditional Registration
   i. Implementation Plan and the Last
   Compliance Date
   ii. Major Security-Based Swap Participant
   Applicants Registering After the Last Compliance Date
2. Ongoing Registration
3. Solicitation of Comments on the General
   Approach to the SBS Entity Registration Process
   II. Proposed Exchange Act Rules and Forms
   A. Registration Application and Amendment
4. Proposed Rule 15Fb2–1
   i. Form of Application
   ii. Senior Officer Certification
   iii. Electronic Filing
   iv. Standards for Granting or Denying
   Applications
   v. Request for Comment on Additional
   Registration Considerations
5. Amendments to Application Forms:
   Proposed Rule 15Fb2–3
   B. Associated Persons
6. Certification
7. Alternative Process
   C. Termination of Registration
8. Expiration: Proposed Rule 15Fb3–1
9. Withdrawal: Proposed Rule 15Fb3–2
10. Cancellation and Revocation: Proposed
    Rule 15Fb3–3
    D. Special Requirements for Nonresident SBS Entities
11. United States Agent for Service of
    Process
12. Access to Books and Records of
    Nonresident SBS Entity
    E. Special Situations
13. Succession: Proposed Rule 15Fb2–5
14. Insolvency: Proposed Rule 15Fb2–6
    F. Technical Rules
15. Electronic Signatures
16. Temporary Rule To Facilitate Paper
    Filing of Forms
    G. Forms
17. Form SBSE
18. Form SBSE–A
19. Form SBSE–BD
20. Form SBSE–C
21. Form SBSE–W
22. Tagged Data Formats
    H. Alternative Approaches Considered
    III. Request for Comment
    IV. Paperwork Reduction Act
    A. Summary of Collection of Information B. Proposed Use of Information
    C. Respondents
    D. Total Initial and Annual Reporting and Recordkeeping Burdens
23. Burden Associated With Filing
    Application Forms
24. Burden Associated With Amending
    Application Forms
25. Burden Associated With Certification
26. Burdens Relating to Associated Persons
27. Burdens on Nonresident SBS Entities
28. Burden Related to Retention of Manually
    Signed Signature Pages
29. Burden Associated With Filing
    Withdrawal Form
30. Burden Associated With Proposed
    Temporary Rule 15Fb2–2T
31. Request for Comment on Burden
    Estimates
    E. Retention Period of Recordkeeping Requirements F. Collection of Information Is Mandatory G. Confidentiality H. Request for Comment
    V. Economic Analysis
    A. Benefits
    B. Costs
32. Costs Attributable to Filing the Forms
33. Costs of Certification
34. Costs Relating to Associated Persons
35. Costs to Nonresident SBS Entities
36. Cost of Retaining Manually Signed
    Signature Pages
37. Costs Associated With Proposed
    Temporary Rule 15Fb2–2T
    C. Request for Comment
    VI. Consideration of Impact on the Economy
    VII. Regulatory Flexibility Act Certification
    VIII. Statutory Basis and Text of Proposed
    Rules
    I. Introduction
    A. Background
    On July 21, 2010, the President signed the Dodd-Frank Act into law.1 The Dodd-Frank Act was designed to promote, among other things, the financial stability of the United States by improving accountability and transparency in the financial system.2 Among other measures, the Dodd-Frank Act provides the Commission and the Commodity Futures Trading Commission (‘‘CFTC’’) with authority to regulate certain aspects of the over-the￾counter (‘‘OTC’’) derivatives market, where the recent financial crisis demonstrated a need for enhanced regulation. The Dodd-Frank Act is intended to provide the Commission