CLG SEC Edgar Memo | March 2025
The Securities and Exchange Commission (the “SEC”) adopted rule and form amendments on September 27, 2024 to enhance the security and account management of the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”). These amendments, collectively called “EDGAR Next” will, among other things, assist the SEC by allowing them to trace electronic filings to specific individuals and create a multifactor authentication protocol. In addition, the SEC will offer optional Application Programming Interfaces (“API”s) for machine-to-machine communication with EDGAR that will assist filers in making submissions, retrieving information and with general account management. Finally, the SEC will be modernizing the Form ID process for EDGAR access to make it more user-friendly.
EDGAR Next requires filers to authorize individuals who will have access to their EDGAR accounts. Only individuals authorized with individual account credentials will be able to manage a filer’s account and make filings through a new EDGAR dashboard function. Filers who choose to use the optional APIs will also need to authorize administrators and use security tokens to communicate with EDGAR.
The EDGAR Next dashboard went live on March 24, 2025. Existing filers may now begin enrollment in EDGAR Next and new filers will be required to use the amended Form ID to apply for EDGAR access.
Existing filers have until September 12, 2025 to enroll with EDGAR Next and may continue using the legacy EDGAR processes until then. Any existing filers who have not transitioned by September 12, 2025, will lose access to the EDGAR system on September 15, 2025. They will then have a three-month grace period in which they can enroll but will not be able to take any other actions on EDGAR. This three-month grace period ends on December 19, 2025. Existing filers who have not enrolled by the end of the grace period must then reapply for EDGAR access on an amended Form ID. After completing the enrollment, they can resume filing and submissions.
For existing filers, the following actions must be taken after March 24, 2025 to enroll in EDGAR Next.
1) Verify and Update EDGAR Access Credentials: Collect the access codes (CIK, password, passphrase, and CCC) and the point of contact (POC) email address for your EDGAR account. Test these codes in advance to ensure they are correct and not expired, giving enough time to reset or recover them, or resolve any issues with the POC email address.
2) Designate Key EDGAR Next Roles and Responsibilities: Consider who will serve as account administrators, technical administrators, users, and delegated entities, each with distinct responsibilities. Please refer to the following requirements:
a) Account Administrators. Each filer must designate at least two but no more than 20 account administrators, who will manage account access, delegate filing authority, and ensure compliance. Account administrators can also make filings without being listed as users.
Exception: Natural persons (e.g., Section 16 filers) and “single member companies” only need to designate one account administrator. A “single member company” is one where a single individual holds all key roles. It is strongly recommended, however, that these filers appoint at least two account administrators.
3) Technical Administrators. Connection to APIs is optional, however, each filer electing to use APIs must designate at least two but no more than 20 technical administrators. You may choose to leverage API connections maintained by your filing agents and not maintain your own technical administrators. You should contact your filing agents for information regarding whether and how such agents anticipate leveraging their API connections.
4) Users. Account administrators can designate additional individuals as users on the EDGAR Next dashboard, granting them authority to make filings, though this is not a requirement.
5) Delegated entities: You may have agents, such as financial printers, law firms, financial institutions, and broker-dealers, make filings on your behalf, but only if your account administrator has delegated filing authority to such agents on your EDGAR Next account.
a) Align Onboarding Procedures with EDGAR Next Requirements: Review company procedures for onboarding new directors and hiring executive officers to ensure they align with EDGAR Next filing access changes, such as the requirements outlined in the new Form ID below.
b) Coordinate Section 16 Filer Enrollment to Avoid Conflicts: To avoid potential issues with Section 16 filers who serve as directors or executive officers for multiple companies, consider coordinating with all relevant parties to ensure a clear understanding of who will handle the filer’s enrollment and when it will take place. Additionally, unless necessary, defer enrollment of existing Section 16 filers to later in the enrollment period.
c) Prepare for EDGAR Next Access in Section 16 and Shareholder Filings: Ensure that personnel involved in managing Section 16 or other shareholder filings obtain Login.gov credentials and familiarize themselves with EDGAR Next , as new directors or executive officers may require immediate interaction with the system.
d) Coordinate with Filing Agents on Transition Plans: Contact filing agents to discuss transition plans, including timetables and training. If using third-party filing software or services, discuss how APIs may affect technical administrator requirements. If considering using a filing agent to enroll you in EDGAR Next, ensure coordination to avoid conflicting enrollments.
As mentioned above, new filers or Section 16 insiders undergoing onboarding may be required to use a new Form ID. The SEC has amended Form ID to require applicants to provide additional information, including the designation of initial account administrators, a Legal Entity Identifier (if applicable), and more specific contact details. Applicants must also disclose any securities law violations involving associated individuals. If the applicant is a company, it must confirm its good standing in its state or country of incorporation. While a lack of good standing will not automatically prevent EDGAR access, it may necessitate further review. New filers should carefully review the updated Form ID requirements to avoid delays in obtaining EDGAR access.