EDGAR Next Is Coming: Prepare Now to Navigate SEC Rules and Requirements

/EIN News/ -- Fort Lauderdale, Dec. 23, 2024 (GLOBE NEWSWIRE) -- M2 Compliance, LLC ("M2"), On September 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rules 10 and 11 of Regulation S-T, Form ID, and the EDGAR Filer Manual. These changes, collectively referred to as "EDGAR Next," will alter how filers access and manage their accounts on EDGAR.

Among other revisions, EDGAR Next will phase out and ultimately eliminate the current EDGAR access codes used by filers, financial printers, and other filing agents to log in and make filings. Current EDGAR filers, even those making only a few filings annually, need to prepare for EDGAR Next and enroll on the EDGAR Next dashboard within the transition period.

Current filers with active EDGAR access codes can use them during the transition period to enroll on the EDGAR Next dashboard. However, failure to enroll during the transition period will necessitate submission of the new Form ID, which must be approved by SEC staff, to apply for access to make submissions on EDGAR.

IMPORTANT TRANSITION DATES:

• March 24, 2025: The EDGAR Next dashboard goes live and enrollment begins. Current filers may start enrolling on the dashboard but can continue using the legacy EDGAR filing system until September 15, 2025. Filers who submitted a Form ID under the old rules do not need to submit a new Form ID unless they fail to enroll by December 19, 2025. New filers must apply for EDGAR access using the new Form ID.
  
• September 15, 2025: All filers will be required to use the EDGAR Next dashboard for EDGAR filings. Legacy EDGAR access codes will be deactivated for filing purposes on this date. After enrollment in EDGAR Next, filers will generate the CCC on the dashboard. The EDGAR Next framework of individual account credentials, account administrator dashboard invitation, and CCC will replace legacy EDGAR access codes. Legacy codes will remain available solely for EDGAR Next enrollment until December 19, 2025.
  
• December 19, 2025: After 10:00 p.m. ET, any filers who have not enrolled will be required to submit the amended Form ID to apply for EDGAR access. Legacy EDGAR access codes will be deactivated for all purposes after this date.
  

FAQS:

Q1: If I currently file on EDGAR, do I need to submit a new Form ID once EDGAR Next goes live?

A1: Filers with previously submitted Form IDs and working EDGAR access codes do not need to submit a new Form ID if they enroll in EDGAR Next by December 15, 2025. Current filers must authorize account administrators (typically between two and 20 individuals) to manage the filer’s EDGAR account. Account administrators must sign up at login.gov and use existing EDGAR access codes to enroll on the EDGAR Next dashboard starting March 24, 2025.

Q2: If I am a new EDGAR filer, what do I need to do?

A2: New EDGAR filers must apply for EDGAR access using the new Form ID beginning March 24, 2025. The new Form ID includes spaces for authorizing and designating account administrators.

Q3: What are account administrators and what do they do?

A3: An account administrator is an individual authorized to manage a filer’s EDGAR account and make filings on its behalf. This person may be employed by the filer, one of its affiliates, or a third party. Notarized power of attorney is required if the account administrator is employed by a third party.

Q4: How does login.gov work? Can we create a corporate-level account rather than individual accounts?

A4: Login.gov is a US federal government sign-in service employing multifactor authentication, not exclusive to the SEC. Only individuals can apply for login.gov access; it is not available at a corporate level. It is highly recommended that multiple people register via login.gov to ensure timely EDGAR filings.

Q5: My company engages a financial printer for EDGAR filings. Can I continue this practice on EDGAR Next?

A5: Yes, individual employees of a financial printer may be authorized as account administrators or designated as users by an account administrator. Users must have login.gov credentials and undergo multifactor authentication to make submissions on EDGAR.

Q6: What can I do now to prepare for EDGAR Next?

A6:

• Discuss the EDGAR Next transition with your financial printer.
• Determine which individuals should be designated as account administrators or users.
• Create login.gov accounts for relevant individuals sooner rather than later.
• Ensure active, current CIK, CCC, and passphrase information for enrollment on the EDGAR Next dashboard.
• Utilize the beta testing environment to familiarize relevant individuals with the dashboard interface. Note that real login.gov credentials are required for beta testing, but other information provided should be fictional.
  

1 Referenced in 17 CFR 239.63, 17 CFR 249.446, 17 CFR 269.7, and 17 CFR 274.402.
2 Available at SEC Final Rule
3 Available at EDGAR Next Beta Testing

DEEPER DIVE

Enrollment Process

• Filers must enroll to comply with Edgar Next and for Beta testing.
  
• Enrollment is a simplified process for filers transitioning to Edgar Next.
  
• Filers enroll on the dashboard by submitting the information requested under “Enroll”.
  
  • They do not "enroll" on Form ID.
  • Filers should prepare to enroll in Edgar Next by gathering their CIK, CCC, and passphrase.
  • The passphrase or email address can be reset or replaced by following the guidance linked on the Edgar Next webpage.

• Only one person can enroll each filer -- it need not be an account administrator.
  • Filers should coordinate to ensure the Edgar team is aware who will enroll the filer.

• Each individual – including the person who enrolls the filer – must obtain Login.gov individual account credentials.
  
• Required information to enroll: CIK, CCC, and passphrase; information regarding the filer's account administrators; and the filer's selected annual confirmation quarter.
  
  • No power of attorney or notarization is needed to enroll.

• Filers have six months to enroll before the compliance date, from March 24, 2025 to September 12, 2025.
  
• Filers have three months to enroll after the compliance date, from September 15, 2025 to December 19, 2025 (but filers who do not enroll or gain access by submitting amended Form ID by September 15 will be unable to file until they enroll).
  

Designation of Account Administrators

Each filer must authorize at least two individuals as account administrators (one is permitted if the filer is an individual or single-member company) to:

• Manage the filer’s account.
  • Adds and removes individuals authorized to act for the filer, including users, technical administrators, and other account administrators.
  • Generates or creates custom CCC for the filer.
  • Delegates authority to file to other Edgar accounts (and may remove delegations).

• Confirm annually on Edgar that all individuals and entities listed in the dashboard for its Edgar account are authorized by the filer to act on its behalf, and that all information about the filer on the dashboard is accurate.
  • Untimely confirmation will result in account deactivation, following a three-month grace period.
  • Account administrators may select one of four quarterly dates as the filer’s ongoing confirmation deadline: March 31, June 30, September 30, and December 31.
    

• Maintain accurate and current information on Edgar concerning the filer’s account, such as corporate and contact information.
  
• Securely maintain information relevant to the ability to access the filer’s Edgar account, including access through any Edgar APIs.
  

The SEC encourages filers to appoint additional account administrators (up to 20 in total) in case some become unavailable. If that happened, the filer would need to submit a new Form ID to authorize new administrators.

Companies will be able to authorize as account administrators either (1) individuals employed at the company or an affiliate or (2) any other individual provided the company submits a notarized power of attorney providing such authorization.

Individuals will be able to authorize as account administrators either (1) themselves or (2) any other individual – such as their company, their filing agent or other representative entity – provided the filer submits a notarized power of attorney providing such authorization.

Designation of Users

Account administrators will be able to authorize individuals to make submissions on Edgar on behalf of the filer. However, each “user” will need to obtain their own individual account credentials. The administrator would “add” users through the dashboard, which will send an email invitation to the user. Edgar Next will permit up to 500 users per filer.

Account administrators and the SEC will be able to see which users made which submissions; however, this information will not be made public. The dashboard will allow users to:

• Generate, view, and copy user API tokens, if using optional APIs that require presentation of a user API token.
• View relevant notifications (which will also be provided to users by email).
• View basic information about the filer’s account, including the filer’s name, CIK, CCC, corporate and contact information, as well as contact information for account administrators.

Only account administrators will be able to add or remove individuals from the dashboard.

Designation of Technical Administrators

Any filer that decides to connect to an optional API must authorize, through its account administrators, at least two technical administrators to manage the API-- unless the filer arranges to use the filer API tokens and API connections of its delegated entities. The account administrator would “add” technical administrators through the dashboard, which will send email invitations to them.

A technical administrator will:

• Issue and deactivate filer API tokens required to connect to the optional APIs.
• Serve as points of contact for questions from SEC staff regarding the filer’s connections to the APIs.
• Receive relevant notifications on the dashboard and by email, such as reminders regarding upcoming expiration dates for filer API tokens.

Edgar Next will permit up to 20 technical administrators per filer.

Delegation of Filing Authority (M2 Compliance)

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. A delegated entity can also include issuers making Section 16 submissions on behalf of insiders and parent companies of large groups of related filers. On the dashboard, a delegated entity can receive delegated authority to file for an unlimited number of filers.

After the account administrator selects the Edgar account to which the filer seeks to delegate authority to file, Edgar will send both email and dashboard invitations to the account administrators for that account. A filer may delegate filing authority to multiple Edgar accounts.

Similarly, prospective delegated entities may send delegation requests to filers. The account administrators would need to accept the invitations for the delegation to be effective.

Delegated administrators and delegated users will not be able to access the filer’s dashboard or take dashboard actions on behalf of the filer.

Delegated Users

If a delegated entity accepts a delegation from a filer, the delegated administrators can authorize specific users at the delegated entity to become delegated users with respect to that filer.

Amended Form ID

Starting on March 24, 2025, any person or entity that does not already have Edgar codes must obtain them through the amended Form ID process. The new Form requires applicants to:

• Designate initial account administrators, the Legal Entity Identifier, if any, and contact information.
  
• Specify whether the applicant, its authorized individual, person signing a power of attorney (if applicable), account administrator, or billing contact has been criminally convicted as a result of a Federal or State securities law violation, or civilly or administratively enjoined, barred, suspended, or banned in any capacity, as a result of a Federal or State securities law violation.
  
  • The information will allow SEC staff to determine whether any bars or prohibitions are relevant to the application for Edgar access.

• Indicate whether the applicant, if a company, is in good standing with its State or country of incorporation.
  • Although not required for Edgar access, the SEC believes the lack of good standing might be relevant to the staff deciding whether to review additional documentation as part of evaluating the application.

Timeline to Get Ready

• Opportunity for Beta testing. Beginning September 30, 2024 through at least December 19, 2025, the SEC will operate a beta software environment for filer testing and feedback reflecting the adopted rule and form amendments and the related technical changes, as discussed in the SEC fact sheet. Companies should consider whether to participate and get familiar with the platform. Login.gov account credentials will be needed.
  
• March 24, 2025 effective date for authorization.Existing filers will obtain access by enrolling on the dashboard. New filers (and existing filers unable to enroll) must complete amended Form ID, the application for access to Edgar, which will reflect the Edgar Next changes and will be modernized to make the form more user friendly. Filers who have enrolled or been granted Edgar access on amended Form ID will be able to file and take other actions on Edgar through the optional APIs.
  
• September 15, 2025 deadline for compliance with Edgar Next.Beginning September 15, 2025, compliance with Edgar Next is required to file. Thereafter, existing filers may continue to enroll until December 19, 2025, but enrollment will be a prerequisite to filing.
  

Filers who have not enrolled by September 15, 2025 will not be able to make submissions or take other actions in EDGAR other than enroll.

• December 22, 2025 deadline for other filers. Beginning December 22, 2025, existing filers who have not enrolled or been granted access on amended Form ID will be required to submit the amended Form ID to request access to file and take other actions on their accounts.
  

SEC Support – Recorded Webinars, Q&A Sessions and Instructions

The SEC has posted a webpage with instructions regarding transitioning to Edgar Next and how to participate in Beta testing. The webpage also details several forms of filer support for the transition, including links to the SEC's YouTube channel, such as:

• Applying for EDGAR access
• Overview of account administrator role
• Overview of EDGAR Filer Management dashboard
• Obtaining individual account credentials

The SEC indicated it also plans to post a recording to accompany its October 23, 2025 webinar slides.

Please contact M2 Compliance via edgarnext@m2compliance.com for more information on how to get ready for EDGAR Next.

For more information, please contact:

M2 Compliance, LLC
501 East Las Olas Blvd., Suite 300
Fort Lauderdale, Florida 33301
Tel: (754) 243-5120
edgarnext@m2compliance.com
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