On September 27, 2024, the SEC adopted amendments to the rules governing access to and management of its filing portal, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The changes seek to improve the filing system's security.
Under the current EDGAR system, each filer, whether an individual or an entity, has a single set of codes used to log in to EDGAR. Importantly, anyone with the codes can make filings on EDGAR on behalf of the filer or otherwise manage the filer's EDGAR account. Under the system implemented by the rule amendments, called EDGAR Next, all filers will still have such identifying codes; however, the method by which authorized individuals may manage the filer's account or make filings will change.
Filers that are entities will be required to designate at least two, but no more than twenty, authorized administrators to manage the EDGAR Next account, while individual filers and filers that are single-member entities will be required to designate at least one authorized administrator but still no more than twenty. Each authorized administrator must have their own EDGAR login credentials, which will be subject to multi-factor authentication to ensure the identity of the individual accessing the EDGAR Next account or making filings on behalf of the filer. Authorized administrators must be individuals and cannot share their account credentials. Any individual may serve as an authorized administrator, but if the individual is not an employee of the filer or its subsidiaries, then an existing authorized individual of the filer must submit a notarized power of attorney authorizing the individual who is not an employee to manage the account on the filer's behalf.
A filer may also delegate filing authority to any entity with its own EDGAR account. Such an entity will be considered a delegated entity whose role is intended to be used by filing agents. A "filing agent" is any person or entity engaged in making submissions on EDGAR on behalf of others, including "law firms, financial services companies...and other entities engaged in the business of submitting EDGAR filings on behalf of their clients." Both entity and individual filers should coordinate with their expected filing agents to properly make these delegations.
To allow for compliance with the new rules, the EDGAR Next system is being phased in over the next year, leading to its full implementation on September 15, 2025. Key dates for filers to keep in mind are:
- Prepare Now: EDGAR Next adopting beta is currently live, allowing filers and authorized individuals to create login credentials at Login.gov and access the EDGAR Next dashboard. During this phase, filers should be prepared to name the person who will enroll them in EDGAR Next and begin coordinating with filing agents and other representatives about delegations to make filings on the filer's behalf. Individuals who have filing obligations concerning more than one company should coordinate among those companies to enroll in EDGAR Next and make any necessary delegations to allow their filing agents to file on their behalf.
- Enroll March 24, 2025: Beginning March 24, 2025, the new EDGAR Filer Management website, including filer dashboard views, will go live. Filers and authorized individuals must have Login.gov credentials and new filers must apply for EDGAR access using an amended Form ID through the dashboard. It is highly recommended that filers complete account setup during this period before full compliance is required to ensure uninterrupted access to the filing system.
- Full Compliance by September 15, 2025: Filers and authorized individuals must comply with all new amendments and filing guidelines. Legacy EDGAR access codes will be deactivated for filing but will remain available through December 19, 2025, to allow filers who have not yet enrolled to reset needed codes and submit their enrollment.
- Enrollment Ends December 19, 2025: Filers who have not enrolled in EDGAR Next by this date must submit an amended Form ID to apply for access to make submissions on their EDGAR Next accounts.
While the most immediate compliance needs for filers and authorized individuals is to create login credentials and enroll in the EDGAR Next system, filers and their authorized individuals should note in the future that EDGAR Next will require annual confirmation by an account administrator. Filers can select March 31, June 30, September 30, or December 31 as the yearly confirmation deadline for the filer's information. This annual confirmation requires that an account administrator confirm that all authorized administrators, users, and technical administrators remain authorized on the filer's behalf and that all contact information for those individuals and entities is accurate. This confirmation must be done within three months of the annual deadline to ensure continued access to the EDGAR Next system.
Since the adopting release, the SEC has provided several resources for filers and authorized individuals to review for compliance with the new EDGAR Next requirements. Though the compliance deadline gives filers ample time to comply with the new rules, filers should be wary of waiting until the last minute. Preparing in advance of the deadline will provide filers, their authorized administrators, and their delegated entities with a smooth transition to EDGAR Next and avoid potential disruptions to their ability to make mandated filings with the SEC.
The SEC is hosting informational EDGAR Next webinars for the filing community, with the next one scheduled for November 21, 2024. Recordings of the webinars will be uploaded to the SEC's YouTube channel. Please contact the individuals below or your primary Foley Hoag attorney for further guidance on how these changes may impact your company or yourself.
Originally published 14 November 2024
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
