The SEC Adopts EDGAR Next Updates to Filer Access and Account Management
October 17, 2024
On September 27, 2024, the Securities and Exchange Commission (SEC) approved amendments to Rule 10 and Rule 11 of Regulation S-T,1 Form ID (the application for EDGAR access), and the EDGAR Filer Manual to reflect updated login, password, and other account access protocols for filers and other registrants using the SEC’s EDGAR system.2 The amendments are related to technical changes intended to enhance the security of EDGAR, collectively referred to as EDGAR Next.
A beta software environment (the EDGAR Next Beta) is now open to the public for filer testing and feedback and will remain open until at least December 19, 2025. The EDGAR Next Beta is accessible here. The EDGAR Next Dashboard, which individuals and filers will use to gain access to EDGAR Next (as described in greater detail below) will go live on March 24, 2025 (the EDGAR Next Launch Date).
Under the legacy EDGAR system, registrants had one login per company. EDGAR Next will require registrants to authorize specific individuals to manage their EDGAR accounts, and each authorized individual will need to have their own account credentials (which may not be shared) and to employ multifactor authentication to log into the EDGAR system. This will allow the identification of the person making each submission.3 EDGAR Next will also make available optional application programming interfaces (APIs) to allow filers to, among other things, manage their EDGAR accounts with minimal manual interaction with EDGAR. These changes are set forth in greater detail below.
EDGAR Dashboard. EDGAR Next features a new EDGAR Filer Management website, including a dashboard (the Dashboard) which will allow a filer’s designated account administrators to take certain actions with respect to a filer’s EDGAR account. The Dashboard will be available during EDGAR operating hours, 6 a.m. to 10 p.m. Eastern Time each day except Saturdays, Sundays, and Federal holidays. After the EDGAR Next Launch Date, all applications for EDGAR access must be submitted through the Dashboard (utilizing the amended Form ID).
Filers Identify Individuals to Serve as Account Administrators within the EDGAR System. Filers must identify and designate on the Dashboard (or for new filers, on the amended Form ID at the time of registration) at least two (and up to 20) account administrators to manage the filer’s EDGAR Next account and to make EDGAR filings on its behalf.4 Account administrators will also serve as the point of contact for questions from SEC staff regarding the filer’s account.
Account Administrators May Designate Individuals for Additional Roles Within EDGAR Next. Account administrators may delegate additional account administrators and up to 500 individuals as “Users” who can make submissions on behalf of the filer. Filers intending to use any of the optional APIs must also authorize at least two (and up to 20) individuals as technical administrators to manage the technical aspects of the filer’s connection to the APIs (this is an administrative, rather than a technical role5). An individual may be authorized to perform more than one role for a filer.
Administrators and Users Must Obtain Individual Account Credential Through Login.Gov. Individual account credentials, along with multifactor authentication, will be required for any individual acting on a filer’s behalf in EDGAR Next. Individuals may create multiple individual account credentials with different email addresses if they wish to have separate accounts for individual and business use.
Account Administrators May Delegate Filing Authority to other EDGAR Accounts, Including Those Held by Law Firms and Other Service Providers. An account administrator may delegate filing authority to an unlimited number of EDGAR accounts (each with its own account administrators, users, and technical administrators) (Delegated Entities), and an EDGAR account can accept an unlimited number of delegations from filers. Delegated Entities can include “filing agents,” a new defined term added to Rule 11 of Regulation S-T that is intended to include “law firms, financial services companies, . . . and other entities engaged in the business of submitting EDGAR filings on behalf of their clients.” Delegated entities may authorize delegated users with respect to any individual filer.
CCC Codes Still Required to Make EDGAR Filings. EDGAR Next will no longer require the EDGAR password, password modification authorization code (PMAC) and passphrase to make filings. However, CCC codes will still be required for filing.
Section 16 Filers Are Not Required to be Their Own Account Administrators. Section 16 filers (and other individual filers) are not required to obtain individual account credentials or perform multifactor authentication themselves. Instead, they (i) may authorize their filing agent or other third party to enroll them in EDGAR Next and, during enrollment, authorize one or more individuals to act as their account administrators; or (ii) authorize one or two individuals as their filing agents or relevant companies to act as their account administrators at the time they apply for access on amended Form ID. The Dashboard will include “bulk delegation functionality” to assist Section 16 filers who have filing obligations with respect to multiple companies.
Administrators Must Perform Annual Confirmation that Dashboard Information Remains Accurate. Account administrators, acting for the filer, are required to perform an annual confirmation through the Dashboard that all of the filer’s users, account and technical administrators, and delegated entities, remain authorized by the filer to act on its behalf, and that all information related to the filer on the Dashboard is accurate. Failure to complete this annual confirmation (and following a three month grace period) will result in deactivation of a filer’s EDGAR access, requiring submission of a new Form ID for reactivation.
Optional APIs. Beginning on the EDGAR Next Launch Date, filers may elect to connect to any of 15 optional APIs. The APIs provide machine-to-machine connections for the majority of functions on the Dashboard, including allowing filers to make live and test submissions on EDGAR, check the status of an EDGAR submission, and check EDGAR operational status. Other APIs are intended to allow filers, filing agents and other entities to automate certain high-volume Dashboard tasks.
Next Steps for Filers. During this period before the EDGAR Next Launch Date, filers should determine whom to authorize as account administrators at time of enrollment in EDGAR Next, and, if relevant, whom to add as users and/or delegated entities. Individuals that will need to access EDGAR Next can obtain individual account credentials by logging into Login.gov at any time.
Critical Dates. Existing filers and new filers will be able to enroll in EDGAR Next starting on the EDGAR Next Launch Date. Compliance with EDGAR Next will be required for new filers after the EDGAR Next Launch Date and required for all filers starting on September 15, 2025. After 10 p.m. on December 19, 2025, any existing users who have not yet enrolled in EDGAR Next will need to submit an amended Form ID to apply for access to make submissions on their EDGAR accounts.
1 17 CFR §232.10-11.
2 EDGAR Filer Access and Account Management, Securities Act Release No. 11,313, Exchange Act Release No. 101,209, Trust Indenture Act Release No. 2,557, Investment Company Act Release No. 35,343 (Sept. 27, 2024), https://www.sec.gov/files/rules/final/2024/33-11313.pdf (EDGAR Next Release).
3 Account administrators and SEC staff will be able to determine which users made which submissions, but the information will not be made public on EDGAR. EDGAR Next Release at 45.
4 Individual or single-member company filers must authorize and maintain at least one individual as an account administrator to manage its EDGAR account. EDGAR Next Release at 27.
5 See EDGAR Next Release at 48 (“We anticipate that the role of technical administrator could be filled by someone with a primarily administrative background….We are not requiring that the technical administrator role be filled by software developers or other technically expert staff….”)
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