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AML & Financial Services Regulatory

United States: The SEC adopts EDGAR Next – What public companies need to know now

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In brief

On September 27, 2024, the Securities and Exchange Commission (SEC) approved final rules as part of technical amendments to EDGAR (collectively, referred to as “EDGAR Next“) to enhance the security of the system. The rulemaking amends Rule 10 and 11 of Regulation S-T, Form ID (needed to obtain EDGAR access codes) and updates the EDGAR Filer Manual.

EDGAR Next will significantly change how filers access EDGAR, make filings, and manage accounts. Under the current or legacy EDGAR system, the SEC assigns to each EDGAR filer one set of codes that different individuals or filing agents could use to make submissions on the filer’s behalf. Under EDGAR Next, anyone acting on behalf of a filer will be required to have their own credentials and use multifactor authentication to log into the EDGAR system. This will permit the SEC to identify the person making each submission (although that information will not be made publicly available).

Contents

  1. Personnel managing EDGAR filings for reporting companies
  2. Personnel managing EDGAR filings for individuals
  3. Annual certifications
  4. Compliance dates
  5. Actions for public companies to take now

Personnel managing EDGAR filings for reporting companies

EDGAR Account Administrators. EDGAR Next will introduce a new Filer Management website, including a dashboard through which a filer will manage their account. Each reporting company must appoint at least two individuals to act as EDGAR Account Administrators to manage their EDGAR account and make filings on their behalf. A filer may designate up to 20 EDGAR Account Administrators who will serve as the point of contact for questions from the SEC staff about the filer’s account. The dashboard will be available during EDGAR operating hours (Monday through Friday, 6 am to 10 pm Eastern Time excerpt Federal Holidays).

Technical Administrators (optional). EDGAR Next will provide optional EDGAR Application Programming Interfaces (API). If a filer chooses to use APIs, the EDGAR Account Administrators will need to authorize at least two technical administrators to manage technical matters related to the APIs.

Users.  The EDGAR Account Administrators may delegate up to 500 individuals as “Users”. Users may make submissions on behalf of the filer. An EDGAR Account Administrator may also delegate filing authority to an unlimited number of EDGAR accounts (each with its own account administrators, users, and technical administrators). Delegated entities may be “filing agents,” defined as “law firms, financial services companies, . . . and other entities engaged in the business of submitting EDGAR filings on behalf of their clients.”

EDGAR Next will require any individual acting on a filer’s behalf to have individual account credentials obtained through login.gov. Individuals may create multiple individual account credentials. The SEC recommends using a business email address in connection with EDGAR Next credentials.

Personnel managing EDGAR filings for individuals

Individual filers (including directors and executive officers who are Section 16 filers or selling shares pursuant to Rule 144) will also need to appoint EDGAR Account Administrators and Users. For reporting companies that manage Section 16 and other EDGAR filings on behalf of their directors and executive officers, it is important to keep in mind that a director or executive officer may also need to file Section 16 reports with respect to other reporting companies. Reporting companies will need to coordinate with the other reporting companies to ensure that appropriate access can be granted to make Section 16 and other filings on behalf of their directors and executive officers. Although individuals will only be required to authorize one EDGAR Account Administrator, it is recommended to have more than one for redundancy and, with respect to directors and executive officers who may be members of more than one public company board, that an EDGAR Account Administrator be appointed at each applicable reporting company.

Annual certifications

EDGAR Account Administrators acting on behalf of a filer are required to perform an annual certification that all individuals and entities reflected on the dashboard are authorized by the filer to act on their behalf and that all information about the filer on the dashboard is accurate. EDGAR Account Administrators select one of four quarterly dates as their ongoing confirmation deadline (March 31, June 30, September 30 or December 31). If the annual certification is not made within three months of the confirmation deadline, the filer’s account will be deactivated and they will not be able to make submissions until they have re-enrolled via submission of a new amended Form ID.

Compliance dates

The EDGAR Next launch date is March 24, 2025. As of that date, filers may begin to enroll on the dashboard. Existing filers may continue to use the legacy filing process until September 15, 2025. Also, as of March 24, 2025, compliance with amended Form ID and submission of the Form ID through the dashboard will be required. As of September 15, 2025, compliance with all EDGAR Next rule and form amendments will be required to file on EDGAR.  Access to all EDGAR websites (EDGAR Online Forms, EDGAR Filing and EDGAR Filer Management) will require login.gov credentials and completion of multifactor authentication. Users may continue to enroll in the dashboard until December 19, 2025, but will not be able to file until they enroll. As of December 22, 2025, any existing user who has not yet enrolled in EDGAR Next must submit an amended Form ID to access their existing accounts.

Actions for public companies to take now

  1. Determine which individuals make submissions on behalf of the company or any of the Section 16 reporting persons. Those persons should obtain login.gov credentials well in advance of the EDGAR Next launch date (March 24, 2025) if EDGAR Account Administrators will want to designate them as Users on the launch date.
  2. Begin liaising with any filing agents or providers of Edgar filing software to determine the impact of EDGAR Next on current processes and procedures.
  3. Locate and make certain the company’s and the Section 16 reporting persons’ CIK, CCC and passphrase are current. They will be required to enroll in the dashboard. Once a filer is enrolled in EDGAR Next, a new CCC will be generated. The CIK and CCC will be required to make filings through EDGAR Next although the passphrase and password will not. If a filer cannot find their passphrase, the filer should apply early to establish a new one.
  4. Determine other companies for which the company’s directors and executive officers make Section 16 filings and identify the key contacts at such companies to coordinate registration of the filer on the dashboard and establish EDGAR Account Administrators and Users for the individual. It is recommended that a Section 16 reporting person have EDGAR Account Administrators for each company for which he or she reports.
  5. Determine the process by which the company and the Section 16 reporting persons will determine and appoint EDGAR Account Administrators.
  6. Review and update the onboarding process for new directors and executive officers to collect the information required by the amended Form ID.
  7. Consider when the EDGAR Account Administrator will enroll the company and any Section 16 reporting persons in the dashboard. For calendar year companies, it is recommended that this be done after the year-end reporting cycle (including proxy filing) is completed.
  8. Determine which EDGAR Account Administrator will be responsible for the annual certification, determine the quarterly certification deadline to be used and calendar the due date.
  9. Consider participating in the SEC’s beta program, which will include a new EDGAR Filing Management website, including the dashboard.  The beta program is now available and will remain open at least until December 19, 2025. Filers will not be able to use the beta site to make actual filings with the SEC but they will be able to explore the new platform. The SEC is also posting instructional videos on the SEC’s YouTube channel.
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Author

Roger Bivans is a seasoned lawyer focused on strategic transactions, including domestic and multinational mergers and acquisitions, carve-out and joint venture transactions, capital markets transactions, securities regulation and corporate governance matters and general commercial transactions. He is recognized by Chambers USA for Corporate/M&A. A frequent speaker on securities regulation, he is the current Dallas chapter president of the Society for Corporate Governance and moderator of the DFW Securities Law Discussion Group. Mr. Bivans previously served as a surface warfare officer in the United States Navy.

Author

Mark Mandel is Co-Chair of the Transactional Practice Group in New York and Miami. Mr. Mandel has been named by Legal 500 as one of the leading lawyers in the US for mergers and acquisitions and recognized by IFLR 1000 for mergers and acquisitions and capital markets. Mark has also been designated a "stand-out lawyer" by Acritas Stars.

Author

Carol B. Stubblefield is a member of the Firm’s North American Corporate & Securities Practice Group in the New York office. Ms. Stubblefield regularly represents public companies, issuers and underwriters in connection with public and private offerings of debt and equity securities. Ms. Stubblefield provides general corporate counseling and corporate governance advice. She advises companies on M&A transactions, including complex cross-border acquisitions and divestures. She also advises on pre and post transaction restructuring activities.
Carol regularly advises on pro bono matters and is active in the Firm's community service efforts.

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