EDGAR Next – New Requirements for Current and Prospective SEC Filers
On September 27, 2024, the Securities and Exchange Commission (SEC) adopted new rules to make its EDGAR system more secure and user-friendly. The amendments, referred to as “EDGAR Next,” represent a significant change to the legacy account management and filing process and aim to address potential security issues with the current platform while streamlining the management of filer accounts. The changes apply to entities (both public and private) and individuals that make filings with the SEC (referred to throughout as filers), and filers will be required to fully transition to EDGAR Next by September 15, 2025.
In this Client Alert, we summarize the EDGAR Next changes, including how they affect existing and prospective new EDGAR filers and the steps you can take now to prepare for the upcoming changes. This Client Alert is intended to assist reporting companies and individual reporting persons rather than filing agents with transitioning to EDGAR Next.
Click on the linked headings below to navigate to each section:
Summary of Amendments
- The amendments require filers to authorize and maintain designated individuals as account administrators and to take certain actions to manage their accounts on EDGAR.
- Filers may only authorize individuals as account administrators or in other roles (as discussed below) if those individuals first obtain individual account credentials through Login.gov, a sign-in service of the U.S. Government that employs multifactor authentication.
- Accounts will be managed through a new “dashboard” on EDGAR, and each filer will be required, through its account administrators, to confirm annually that the filer authorized all individuals and delegated entities reflected on the dashboard to act on its behalf and that all information about the filer on the dashboard is accurate.
Individual Account Credentials
EDGAR Next will enhance the security of filers’ accounts by requiring anyone seeking to make a submission on EDGAR on behalf of the filer to sign in with individual account credentials, complete multifactor authentication, be authorized by the filer or the filer’s account administrator and enter the filer’s EDGAR CIK and CCC codes. Individual account credentials may not be shared with other individuals. These procedural changes will align account security with current best practices, eliminate the need to share access codes with individuals to manage the account of and make submissions on behalf of a filer (as is the case under the existing system) and allow the SEC to identify the individual who takes action on EDGAR.
Individual account credentials must be obtained from Login.gov. To create an account, an individual must respond to the prompts to provide an email address, create a password and select a multifactor authentication option. Individual account credentials will be required for both account administrators and users to log in to EDGAR, as well as the individual that is selected to enroll the filer in EDGAR Next.
Account Administrators
Each filer must authorize and maintain at least two individuals (or one, in the case of an individual filer or a single-member company) with individual account credentials as “account administrators” to manage the filer’s EDGAR account and to make submissions on EDGAR on behalf of the filer. Account administrators will manage the filer’s account on the dashboard by maintaining accurate and current information about the filer; performing the annual confirmation (as described below); adding or removing other account administrators and users; delegating filing authority to other EDGAR accounts (such as filing agents) and removing delegation; generating a new CCC; and making submissions on the filer’s behalf. Account administrators will also serve as the point of contact for questions from the SEC regarding the filer’s account.
Practically, account administrators should be limited to individuals in a trusted relationship with the filer given the authority and responsibilities assigned to account administrators. A filer may authorize a maximum of 20 account administrators.
Users
Account administrators will be able to authorize individuals with individual account credentials as “users” to make submissions on EDGAR on behalf of the filer. The dashboard will allow users to view basic information about the filer’s account, including the filer’s name, CIK, CCC and contact information, including the contact information of the filer’s account administrator(s), but users will not be able to take actions like adding or removing individuals from the dashboard or generating a new CCC for the filer. There is no minimum number of users and the maximum number of users per filer is 500.
Delegated Entities
A filer will be able to delegate authority to file on its behalf to any other EDGAR account, such as a filing agent, which will become a “delegated entity” for the filer. Like other filers, delegated entities will have account administrators and users; a delegated entity’s account administrators and users will be able to make EDGAR submissions on the filer’s behalf, but they will not be able to access the filer’s dashboard or take dashboard actions on behalf of the filer. Bulk delegation will be permitted to allow filers to delegate to multiple EDGAR accounts more easily.
Annual Confirmation
The amended rules require each filer to perform an annual confirmation on EDGAR that the filer’s users, account administrators and any delegated entities are authorized by the filer to act on its behalf, and that all information related to the filer reflected on the filer’s dashboard is accurate. Account administrators are responsible for carrying out this function.
Account administrators may select one of four quarterly periods to submit the filer’s confirmation and may submit the confirmation on any date within the quarter when the confirmation is due. Account administrators will receive a series of notices reminding them to complete the annual confirmation prior to the deadline and during a three-month grace period thereafter. If the annual confirmation is not performed by the end of the three-month grace period, EDGAR will deactivate the filer’s access and the filer will be required to submit a new Form ID application to request access to file on its account.
Dashboard
Account administrators and users will be able to access all EDGAR accounts for which they are authorized to take action through the new dashboard. This will allow individuals to more efficiently manage multiple EDGAR accounts, avoiding the need to separately enter the access codes of multiple filers to manage their accounts.
The dashboard will be available during EDGAR operating hours from 6 a.m. to 10 p.m. Eastern Time, except Saturdays, Sundays and Federal holidays.
Enrolling in EDGAR Next
Existing Filers
- Existing filers will enroll in EDGAR Next through the dashboard and will not be required to submit a new Form ID. As a preliminary matter, each filer will be required to authorize at least two account administrators (or one, in the case of individuals and single-member companies).
To enroll, an individual authorized to enroll the filer will enter their individual account credentials to log in to the dashboard. This individual does not need to be the same person as the filer’s account administrator or a user on the filer’s account. That individual will enter the filer’s existing CIK, CCC and passphrase, as well as information about the individuals being authorized as account administrators. If the information entered is accurate, enrollment could be effective the same day; successful enrollment will result in notifications being provided to all newly authorized account administrators. Once the filer has authorized an individual to enroll the filer and appointed its account administrator(s), the filer will not be required to take further action to complete enrollment.
- Simultaneous bulk enrollment of multiple EDGAR accounts will be permitted to streamline the enrollment process. To begin bulk enrollment, an individual authorized to enroll the relevant filer accounts will log in to the dashboard and open the enrollment page and then complete and upload a spreadsheet with the CIK, CCC and passphrase of each individual being enrolled. The spreadsheet will also include fields for each filer’s account administrators, including names, contact information and the email addresses associated with the individual account credentials of the account administrators.
Prospective New Filers
- Prospective new filers must apply for EDGAR access. To apply, prospective filers will be required to complete amended Form ID, the application for access to EDGAR, which will reflect the EDGAR Next changes. Amended Form ID will include a section for the applicant to appoint prospective account administrators. If the applicant wishes to appoint an account administrator that is not employed by the applicant, including filing agents and other third parties acting on behalf of the applicant, the applicant must upload a notarized Power of Attorney clearly indicating that the prospective account administrator(s) has the authority to act as the applicant’s account administrator(s) and manage the applicant’s EDGAR account.
- Each Form ID application is reviewed individually by the SEC, so prospective filers should allow sufficient time for the review process to be conducted in advance of the filer’s first required filing (including, for example, Forms 3 and 4 where the filer is a Section 16 officer). If the SEC staff grants the Form ID application, no further steps will be required by that new filer to enroll in EDGAR Next.
- Upon acceptance of the Form ID, a filer’s account administrators may then log in to the dashboard to do things like appoint additional account administrators, add users, edit the filer’s contact information, and other actions permitted and/or required by account administrators.
Legacy EDGAR Access Codes
The only codes needed under EDGAR Next are a filer’s CIK (assigned upon acceptance of a Form ID by the SEC) and CCC. Following a filer’s enrollment in EDGAR Next, the filer’s CCC will be automatically reset. The new CCC will appear on the dashboard for all individuals with the ability to make submissions on the filer’s behalf, eliminating the need to be separately communicated to relevant individuals. The filer’s other legacy EDGAR access codes, including the PMAC, password and passphrase, will be deactivated on September 15, 2025 as the filer will no longer have any need for these codes.
Compliance Deadlines
Compliance with EDGAR Next will be required by September 15, 2025, with the following important milestones prior to full implementation:
- September 30, 2024 – Preparation
- Beginning September 30, 2024, filers have access to a beta software environment for filer testing and feedback reflecting the adopted rule and form amendments and the related technical changes. The beta includes the new EDGAR Filer Management website, including the secure dashboard. The dashboard includes all functionality introduced by the amendments, allowing individuals to submit a “test” amended Form ID, view sample filer account information and test the enrollment process in EDGAR Next. Although information in the beta will not be saved or transmitted to the SEC, the SEC nevertheless cautions against inputting any personally identifiable information into the beta.
- Existing and prospective filers should identify the individuals they intend to act on their behalf under the amended rules, and those individuals should obtain Login.gov individual account credentials, which will be needed for beta testing, enrollment in EDGAR Next and future compliance. Even if an individual filer plans to appoint a separate individual as their account administrator, it is recommended that the filer obtain Login.gov credentials so that the filer’s credentials can be linked to their EDGAR account. Additionally, existing filers should confirm that their EDGAR access codes are up to date as they will be needed for enrollment.
- During this preparation phase, all filings will continue to be made through the legacy EDGAR filing websites.
- March 24, 2025 – Enrollment
- On March 24, 2025, the new dashboard will go live and existing filers may begin enrolling in EDGAR Next.
- Applicants for EDGAR access (prospective new filers and existing filers that do not have the information needed to enroll) must complete and submit amended Form ID on the dashboard.
- Filers will make submissions on the legacy EDGAR filing websites using the current EDGAR process until September 12, 2025.
- September 15, 2025 – Compliance
- Beginning September 15, 2025, compliance with EDGAR Next will be required to file with the SEC.
- Existing filers that have not enrolled in EDGAR Next as of this time will no longer be able to submit filings through EDGAR, but they will be permitted to enroll using the same enrollment process outlined above until December 19, 2025.
- Beginning December 19, 2025, any existing filers that have not enrolled for EDGAR Next or otherwise no longer have access must apply for access to EDGAR on amended Form ID to request access to file and take other actions on their accounts.
If you have any questions related to this Client Alert, please do not hesitate to contact any member of the Public Companies group or your regular Smith Anderson lawyer.
Special thanks to contributing author Alex Simpson, Smith Anderson paralegal and current student at Campbell University School of Law.
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