EDGAR Filer Access and Account Management, 65524-65575 [2023-20268]
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Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 232, 239, 249, 269, and
274
[Release Nos. 33–11232; 34–98368; 39–
2551; IC–34996; File No. S7–15–23]
RIN 3235–AM58
EDGAR Filer Access and Account
Management
Securities and Exchange
Commission.
ACTION: Proposed rule.
AGENCY:
The Securities and Exchange
Commission (‘‘Commission’’) is
proposing rule and form amendments
concerning access to and management
of accounts on the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval system (‘‘EDGAR’’) that are
related to potential technical changes to
EDGAR (collectively referred to as
‘‘EDGAR Next’’). We propose to require
that electronic filers (‘‘filers’’) authorize
and maintain designated individuals as
account administrators and that filers,
through their account administrators,
take certain actions to manage their
accounts on a dashboard on EDGAR.
Further, we propose that filers may only
authorize individuals as account
administrators or in the other roles
described herein if those individuals
first obtain individual account
credentials in the manner to be
specified in the EDGAR Filer Manual.
As part of the EDGAR Next changes, the
Commission would offer filers optional
Application Programming Interfaces
(‘‘APIs’’) for machine-to-machine
communication with EDGAR, including
submission of filings and retrieval of
related information. If the proposed rule
and form amendments are adopted, the
Commission would make corresponding
changes to the EDGAR Filer Manual and
implement the potential technical
changes.
DATES: Comments should be received on
or before November 21, 2023.
ADDRESSES: Comments may be
submitted by any of the following
methods:
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SUMMARY:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/submitcomments.htm); or
• Send an email to rule-comments@
sec.gov. Please include File Number S7–
15–23 on the subject line.
Paper Comments
• Send paper comments to Secretary,
Securities and Exchange Commission,
100 F Street NE, Washington, DC 20549.
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All submissions should refer to File
Number S7–15–23. This file number
should be included on the subject line
if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method of submission. The
Commission will post all submitted
comments on the Commission’s website
(https://www.sec.gov/rules/
proposed.shtml). Comments are also
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Operating conditions
may limit access to the Commission’s
Public Reference Room. Do not include
personal identifiable information in
submissions; you should submit only
information that you wish to make
available publicly. We may redact in
part or withhold entirely from
publication submitted material that is
obscene or subject to copyright
protection.
Studies, memoranda, or other
substantive items may be added by the
Commission or staff to the comment file
during this rulemaking. A notification of
the inclusion in the comment file of any
such materials will be made available
on our website. To ensure direct
electronic receipt of such notifications,
sign up through the ‘‘Stay Connected’’
option at www.sec.gov to receive
notifications by email.
FOR FURTHER INFORMATION CONTACT:
Rosemary Filou, Deputy Director and
Chief Counsel; Daniel K. Chang, Senior
Special Counsel; E. Laurita Finch,
Senior Special Counsel; Jane Patterson,
Senior Special Counsel; Margaret
Marrero, Senior Counsel; Lidian Pereira,
Senior Special Counsel; EDGAR
Business Office at 202–551–3900,
Securities and Exchange Commission,
100 F Street NE, Washington, DC 20549.
The
Commission is proposing amendments
to 17 CFR 232.10 (‘‘Rule 10’’) and 17
CFR 232.11 (‘‘Rule 11’’) under 17 CFR
232.10 through 232.903 (‘‘Regulation S–
T’’); and amendments to Form ID
(referenced in 17 CFR 239.63, 17 CFR
249.446, 17 CFR 269.7, and 17 CFR
274.402).
SUPPLEMENTARY INFORMATION:
Table of Contents
I. Introduction
II. Background
A. Current EDGAR Access and Account
Management
B. The Commission’s September 2021
Request for Comment
III. Discussion
A. Individual Account Credentials
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B. Individual Roles: Account
Administrator, User, Technical
Administrator
1. Account Administrators
2. Users
3. Technical Administrators
C. Delegated Entities
1. Delegating Authority To File
2. Separation of Authority of Filer and
Delegated Entity
3. Delegated Entities
4. Delegated Users
5. User Groups at Delegated Entities
6. Technical Administrators at Delegated
Entities
D. Application Programming Interfaces
1. Submission API
2. Submission Status API
3. EDGAR Operational Status API
E. Proposed Amendments to Rules and
Forms
1. Rule 10 Under Regulation S–T
2. Rule 11 Under Regulation S–T
3. Form ID
F. Transition Process
1. Individual Account Credentials
2. Enrollment
3. Compliance
G. General Request for Comment and
EDGAR Next Proposing Beta
IV. Economic Analysis
A. Introduction
B. Baseline
C. Consideration of Benefits and Costs as
Well as the Effects on Efficiency,
Competition, and Capital Formation
1. Benefits
2. Costs
3. Effects on Efficiency, Competition, and
Capital Formation
D. Reasonable Alternatives
1. Require Personally Identifiable
Information in Addition to Individual
Account Credentials
2. Requirements for Individual and Small
Filers
3. Implementing Performance-Based
Standards
4. Institute Phased Compliance Dates by
Filer Category or Form Type
E. Requests for Comment
V. Paperwork Reduction Act
A. Form ID
B. The Dashboard
C. Request for Comment
VI. Small Business Regulatory Enforcement
Act
VII. Initial Regulatory Flexibility Analysis
A. Reasons for, and Objectives of, the
Proposed Action
B. Legal Basis
C. Small Entities Subject to the Proposed
Rule and Form Amendments
D. Reporting, Recordkeeping, and Other
Compliance Requirements
E. Duplicative, Overlapping, or Conflicting
Federal Rules
F. Significant Alternatives
G. Request for Comment
Statutory Authority
Appendix A
I. Introduction
We are seeking comment on proposed
rule and form amendments concerning
EDGAR filer access and account
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management. Separately, we welcome
feedback on related EDGAR technical
functionality.
The Commission is seeking to
enhance the security of EDGAR,
improve the ability of filers 1 to securely
manage and maintain access to their
EDGAR accounts, facilitate the
responsible management of filer
credentials, and simplify procedures for
accessing EDGAR.2 In furtherance of
these goals, on September 30, 2021, the
Commission issued a Request for
Comment on Potential Technical
Changes to EDGAR Filer Access and
Filer Account Management Processes
(‘‘2021 Request for Comment’’).3 The
Commission received comments from
and engaged in a dialogue with
interested parties, considered feedback
from these parties, and gathered
additional information about filers’
interactions with EDGAR.4 The rule and
form amendments we are proposing in
this release and the related technical
changes seek to achieve the
Commission’s goals for secure EDGAR
access and account management while
addressing many of the comments and
concerns expressed in response to the
2021 Request for Comment.
The obligations for filers
contemplated by EDGAR Next would
generally be codified in Rule 10 of
Regulation S–T.5 Form ID would be
amended to implement those changes
and require information about, among
other things, the filer’s account
administrators,6 and to improve the
utility of the form for Commission staff.
Moreover, Rule 11 of Regulation S–T
1 For purposes of this release, we use the term
‘‘filer’’ to mean ‘‘electronic filer,’’ as defined in Rule
11 of Regulation S–T: ‘‘A person or an entity that
submits filings electronically pursuant to Rules 100
or 101 of Regulation S–T.’’
2 Please refer to proposed Rule 11 of Regulation
S–T, set forth in this release, for definitions of the
terms used in this release, including ‘‘account
administrator,’’ ‘‘dashboard,’’ ‘‘user,’’ ‘‘delegated
entity,’’ ‘‘APIs,’’ and ‘‘technical administrator.’’
3 In the 2021 Request for Comment, we referred
to filer administrators. That term has been changed
herein to refer to account administrators, which we
believe is in keeping with industry nomenclature
and is less confusing in context. See Potential
Technical Changes to EDGAR Filer Access and Filer
Account Management Processes, Release No. 33–
10993 (Sept. 30, 2021) [86 FR 55029 (Oct. 5, 2021)].
4 Comment letters related to the 2021 Request for
Comment are available at https://www.sec.gov/
comments/s7-12-21/s71221.htm.
5 In addition to the changes discussed below,
Rule 10 would also be amended to implement
certain technical and conforming changes. See
Section III.E.1.
6 We are proposing amendments to Rule 11 under
Regulation S–T to define an ‘‘account
administrator’’ as an individual authorized by an
electronic filer to manage the electronic filer’s
EDGAR account on EDGAR, and to make filings on
EDGAR on the electronic filer’s behalf. See the
discussion of proposed amendments to Rule 11 in
Section III.E.2.
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would be amended to provide clarity
regarding certain new terms related to
the proposed rule and form
amendments.7
Under proposed Rule 10(d)(1), only
those individuals who obtained
individual account credentials 8 could
be authorized to act on the filer’s behalf
on a dashboard 9 on the EDGAR Filer
Management website.10
Proposed Rule 10(d)(2) would require
each filer to authorize and maintain
individuals as its account
administrators 11 to manage the filer’s
EDGAR account on the filer’s behalf, in
accord with the EDGAR account access
and account management requirements
set forth in this proposal and in the
EDGAR Filer Manual. The filer could
authorize someone who is not an
employee of the filer 12 as the filer’s
account administrator, if the authorized
individual for the filer 13 provided a
relevant notarized power of attorney
authorizing that individual to be the
filer’s account administrator.14
On the dashboard, account
administrators would take actions on
behalf of the filer to add and remove
authorized users, account
7 The amendments to Rule 11 would also update
or delete outdated terminology and clarify the
definition of the EDGAR Filer Manual.
8 We are proposing amendments to Rule 11 under
Regulation S–T to define ‘‘individual account
credentials’’ as credentials issued to individuals for
purposes of EDGAR access, as specified in the
EDGAR Filer Manual. See the discussion of
proposed amendments to Rule 11 in Section III.E.2.
We currently anticipate that, if the proposal is
adopted, the EDGAR Filer Manual would specify
that individual account credentials must be
obtained through Login.gov, a sign in service of the
United States Government that employs multifactor authentication.
9 We are proposing amendments to Rule 11 under
Regulation S–T to define the ‘‘dashboard’’ as an
interactive function on EDGAR where electronic
filers manage their EDGAR accounts and
individuals that electronic filers authorize may take
relevant actions for electronic filers’ accounts. See
the discussion of proposed amendments to Rule 11
in Section III.E.2.
10 See EDGAR Filer Management website at
https://www.filermanagement.edgarfiling.sec.gov.
11 Applicants (individuals and companies) for
EDGAR access would designate account
administrators on Form ID. See proposed Form ID.
12 For example, if a filer wished to authorize an
individual employed by its filing agent to act as the
filer’s account administrator, the authorized
individual for the filer would be required to upload
a notarized power of attorney authorizing the
individual to be the filer’s account administrator.
See proposed Form ID, Part 3.
13 We are proposing amendments to Rule 11
under Regulation S–T to define ‘‘authorized
individual.’’ See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
14 Foreign filers who do not have access to a U.S.
notary public could use the foreign local equivalent
of a notary public (e.g., apostille) or obtain
notarization by a remote online notary recognized
by the law of any State or territory in the U.S. or
the District of Columbia. See EDGAR Filer Manual,
Volume I, at Section 3.
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administrators, and technical
administrators; and annually confirm
the accuracy of the filer’s information
on the dashboard.
Additionally, on the dashboard,
account administrators could delegate
authority to file on behalf of the filer to
any other EDGAR account, such as a
filing agent, making that account a
delegated entity of the filer, and could
remove a delegated entity’s authority to
file on the filer’s behalf. A delegated
entity would have its own EDGAR
account and dashboard to manage its
account. Because it would itself be a
filer, a delegated entity would be subject
to the same requirements as other filers.
Through its dashboard, a delegated
entity could manage the delegated
authority it received from filers. If a
delegated entity accepted a delegation
from a filer, the delegated entity’s
account administrators would become
delegated administrators with respect to
that filer. Each delegated administrator
could thereafter manage which of the
users of the delegated entity would
become delegated users for particular
filers. A delegated entity could not
further delegate authority to file on
behalf of that filer, nor could delegated
administrators take action on the filer’s
dashboard. Similarly, the filer’s account
administrators could not view or take
action on the delegated entity’s
dashboard.15
As proposed, Rule 10(d)(4) would
require each filer, through its authorized
account administrators, to confirm
annually that all account administrators,
users,16 delegated entities,17 and
technical administrators 18 reflected on
the dashboard for the filer’s EDGAR
account are authorized by the filer and
that all information regarding the filer
on the dashboard is accurate (generally
including the filer’s corporate and
contact information).
Pursuant to proposed Rule 10(d)(5),
each filer, through its authorized
15 Please see the illustration in diagram 3 in
Section III.C.
16 We are proposing amendments to Rule 11
under Regulation S–T to define a ‘‘user’’ as an
individual that the filer authorizes on the
dashboard to make submissions on EDGAR on the
filer’s behalf. See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
17 We are proposing amendments to Rule 11
under Regulation S–T to define a ‘‘delegated entity’’
as an electronic filer that another electronic filer
authorizes, on the dashboard, to file on EDGAR on
its behalf. See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
18 We are proposing amendments to Rule 11
under Regulation S–T to define a ‘‘technical
administrator’’ as an individual that the filer
authorizes on the dashboard to manage the
technical aspects of the filer’s use of EDGAR
Application Programming Interfaces on its behalf.
See the discussion of proposed amendments to Rule
11 in Section III.E.2.
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account administrators, would further
be required to maintain accurate and
current information about the filer on
EDGAR, and, pursuant to proposed Rule
10(d)(6), to securely maintain
information relevant to the ability to
access the filer’s EDGAR account.
As part of EDGAR Next, the
Commission would offer filers optional
APIs 19 to facilitate machine-to-machine
communication with EDGAR, including
submission of filings and retrieval of
related information. Pursuant to
proposed Rule 10(d)(3), if the filer
decided to use an optional API, the filer
would be required to authorize two
individuals to be technical
administrators to manage the API.20 In
addition, the filer would present
security tokens to EDGAR, which would
be reissued annually, and which the
technical administrators would manage
on the filer’s dashboard. Individuals
using the APIs would be required to
sign in with their individual account
credentials and complete multi-factor
authentication on a monthly basis.
The Commission intends to make
available to filers an EDGAR Next
Proposing Beta environment 21 that
reflects the proposed rule and form
amendments and related technical
changes. In addition to public comment
on the proposed rule and form
amendments, the Commission
welcomes feedback from filers about the
technical aspects of EDGAR Next.22
19 We are proposing amendments to Rule 11
under Regulation S–T to define an ‘‘Application
Programming Interface’’ or ‘‘API’’ as a software
interface that allows computers or applications to
communicate with each other. See the discussion
of proposed amendments to Rule 11 in Section
III.E.2.
20 See proposed Rule 10(d)(3).
21 The Commission staff will make available an
EDGAR Next Proposing Beta environment shortly
after the issuance of this release, and it will remain
open to filers for at least 6 months thereafter.
The EDGAR Next Proposing Beta will reflect the
proposed rule and form changes as well as the
technical changes to EDGAR set forth in this
release. The EDGAR Next Proposing Beta
environment will therefore contain functionality,
including APIs, not included in the 2021 Request
for Comment beta environment.
If the Commission later adopts the proposed rule
and form changes set forth in this release, staff
would make available to filers an EDGAR Next
Adopting Beta environment that reflects the rule
and form changes as adopted and the technical
changes to EDGAR to be made in connection with
adoption. The EDGAR Next Adopting Beta would
allow filers to prepare for the transition to the rule
and form changes as adopted and the final version
of the technical changes to EDGAR.
22 Technical feedback may be submitted to the
public comment file.
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II. Background
A. Current EDGAR Access and Account
Management
Presently, those seeking to file on
EDGAR apply for access pursuant to
Rule 10 of Regulation S–T by
completing the Form ID application for
access on the EDGAR Filer Management
website and submitting a notarized copy
of that application signed by an
authorized individual of the filer.23
Form ID is an online fillable form that
requires the applicant to provide the
applicant’s name and contact
information, the applicant’s point of
contact for EDGAR information,
inquiries, and access codes (‘‘EDGAR
POC’’), and its contact for SEC account
information and billing invoices
(‘‘billing contact’’).24 Further, when the
applicant entity or individual submits
the Form ID, the applicant must create
and retain a passphrase to be used to
create access codes if the application is
granted.
If Commission staff approves the
Form ID application, an account in the
filer’s name is opened on EDGAR,
denoted by a central index key number
(‘‘CIK’’) unique to that filer, if needed.25
The EDGAR POC may then generate
access codes to allow the filer to make
submissions on its EDGAR account. To
do so, the EDGAR POC uses the CIK
provided in an email from EDGAR and
the passphrase the filer created on
EDGAR when the filer submitted the
Form ID to generate a password, central
index key confirmation code (‘‘CCC’’),
and password modification
authorization code (‘‘PMAC’’).26
23 See EDGAR Filer Manual, Volume I, at Section
3. The EDGAR Filer Manual specifies the
instructions filers must follow when making
electronic filings on EDGAR and is incorporated by
reference in the Code of Federal Regulations by 17
CFR 232.301 (Rule 301 of Regulation S–T). Rule 10
of Regulation S–T and the EDGAR Filer Manual
permit manual, electronic, and remote online
notarizations, authorized by the law of any State or
territory of the United States or the District of
Columbia. See 17 CFR 232.10 and EDGAR Filer
Manual, Volume I, at Section 3. An ‘‘authorized
individual’’ for purposes of the Form ID
notarization process is an individual with the
authority to legally bind the applicant, or an
individual with a power of attorney from an
individual with the authority to legally bind the
applicant. See EDGAR Filer Manual, Volume I, at
Section 3.
24 17 CFR 239.63, 249.446, 269.7, and 274.402.
25 While most applicants that submit Form ID
have not previously been assigned a CIK, a small
number of other applicants have already been
assigned a CIK but have not filed electronically on
EDGAR. These applicants continue to use the same
CIK when they receive access to EDGAR and are not
assigned a new CIK.
26 See EDGAR Filer Manual, Volume I, at Section
4. For a discussion of the functions of these access
codes, please see the ‘‘Understand and utilize
EDGAR CIKs, passphrases, and access codes’’
section of the ‘‘EDGAR—How Do I’’ FAQs, at
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Together with the CIK, the filer’s
password, passphrase, CCC, and PMAC
constitute the EDGAR access codes.
Filers make submissions on EDGAR
using their CIK, password, and CCC.
Filings on EDGAR are therefore
traceable to the filer’s CIK. EDGAR does
not presently issue identifying
credentials to individuals making filings
on EDGAR; an individual’s authority to
file on EDGAR is predicated on
possession of the password and CCC.
Thus, filings are not easily traceable to
individuals, and the Commission
currently does not provide a technical
solution through which filers may
manage individuals who make
submissions on filers’ behalf. As a
result, Commission staff and affected
filers often encounter delays in
addressing potentially problematic
filings.
Because filers are required to securely
maintain their EDGAR access codes,27
Commission staff understands that
many filers have devised their own
internal methods of tracking the
individuals who possess the password
and CCC. Other filers, however, may not
have closely tracked the individuals
who possess the password and CCC
and/or otherwise maintained secure
access to filers’ EDGAR accounts. For
example, Commission staff understands
that some filers have shared EDGAR
access codes with co-registrants, filing
agents, and various employees through
non-secure means and without tracking
or recording the names and identities of
the recipients.
EDGAR does not currently employ
multi-factor authentication. As noted, if
an individual has the password and
CCC, then no other authentication is
required to access EDGAR. Multi-factor
authentication would increase the level
of assurance that an individual is
indeed the person authorized to access
an account by requiring provision of an
additional data point to gain access.
Filers routinely hire filing agents,
which include law firms and third-party
software providers, to assist with filing
on EDGAR. Indeed, EDGAR data reveals
that, at a minimum, more than 60% of
filings on EDGAR are made by a filing
agent on the filer’s behalf,28 and
https://www.sec.gov/edgar/filer-information/howdo-i.
27 See EDGAR Filer Manual, Volume I, at 4
(‘‘Filers must securely maintain all EDGAR access
codes and limit the number of persons who possess
the codes.’’).
28 In calendar year 2021, 63% of all EDGAR
submissions were made by filers that identified
themselves as ‘‘filing agents.’’ Because filing agents
are not required to self-identify in EDGAR as such,
however, and instead could simply identity
themselves as a ‘‘filer,’’ the actual percentage of
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commenters have indicated that 81–
90% of EDGAR filings are not manually
submitted to EDGAR.29 While EDGAR
does not require the use of filing agents,
a filer may decide to hire a filing agent
to assist with EDGAR filing.
Further, as noted in comments
submitted in response to the 2021
Request for Comment, individual filers
who are officers and/or directors with
obligations to file on EDGAR pursuant
to section 16 of the Securities Exchange
Act of 1934 (‘‘Exchange Act’’) 30
routinely rely upon the companies for
which they serve as officers and/or
directors to make filings on their behalf
on EDGAR.31 Likewise, other filers may
make filings on behalf of affiliated or
related entities, such as asset-backed
securities issuers on behalf of their
serial companies.32
Filers make submissions on EDGAR
through one of three web-based user
interfaces, depending on the type of
submission made.33 Commission staff is
aware that filers and filing agents have
for years sought to automate
submissions on EDGAR so as not to rely
upon web-based interfaces, and many
filers and filing agents have engineered
their own automated processes to make
submissions and otherwise interact with
EDGAR. These filers and filing agents
extract data and content from, or
‘‘scrape,’’ the EDGAR filing websites
and use that data to create custom
software that allows them to interact
with the websites in a machine-tomachine fashion to accomplish tasks
such as scheduling filings and making a
large volume of submissions on
numerous different CIK accounts.34
Filers and filing agents must modify
their custom software periodically to
accord with underlying changes to
EDGAR submissions made by filing agents may be
significantly higher.
29 See Workiva Comment Letter (Nov. 30, 2021)
(‘‘Workiva Comment Letter’’); XBRL US Comment
Letter (Dec. 1, 2021) (‘‘XBRL Comment Letter’’).
30 15 U.S.C. 78p.
31 See Orrick, Herrington & Sutcliffe LLP
Comment Letter (Feb. 23, 2022) (‘‘Orrick Comment
Letter’’); McGuireWoods, LLP and Brownstein Hyatt
Farber Schreck, LLP (Dec. 1, 2021)
(‘‘McGuireWoods Comment Letter’’); Brandon
Norman Egren, Associate General Counsel &
Assistant Secretary, Verizon (Dec. 1, 2021)
(‘‘Verizon Comment Letter’’); Toppan Merrill (Nov.
22, 2021) (‘‘Toppan Comment Letter’’).
32 See Donnelly Financial Solutions Comment
Letter (Dec. 1, 2021) (‘‘DFIN Comment Letter’’);
XBRL Comment Letter.
33 See EDGAR Filer Management website at
https://www.filermanagement.edgarfiling.sec.gov;
EDGAR Filing website at https://www.edgarfiling.
sec.gov/Welcome/EDGARLogin.htm; and EDGAR
Online Forms website at https://www.edgarfiling.
sec.gov/Welcome/EDGAROnlineFormsLogin.htm.
34 See CompSci Comment Letter (Nov. 19, 2021);
Workiva Comment Letter (Nov. 30, 2021); CompSci
Resources LLC Comment Letter (Nov. 19, 2021).
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EDGAR code. Similarly, when
Commission staff makes EDGAR
software changes, staff has coordinated
with filers and filing agents using
custom software to prevent filing
disruptions. As a result, efficient
implementation of certain technical
changes in EDGAR may be delayed
while such coordination and software
adjustments take place.
B. The Commission’s September 2021
Request for Comment
The 2021 Request for Comment
sought feedback from filers about
potential technical changes to EDGAR
access and account management,
including the addition of individual
account credentials with multi-factor
authentication, a dashboard on EDGAR
where a filer would manage its EDGAR
account, administrators to manage the
filer’s account and annually confirm the
filer’s information, and the time period
required to implement the potential
technical changes. To assist filers in
assessing the potential technical
changes, the Commission provided
filers access to a beta environment that
reflected the majority of the potential
technical changes.
The Commission received over forty
comment letters in response to the 2021
Request for Comment.35 Commenters
were generally supportive of the
Commission’s objectives,36 but were
concerned about certain aspects of the
potential technical changes.
With respect to requiring individual
account credentials, many commenters
expressed the view that the potential
technical changes would prevent filers
and filing agents from continuing to use
their custom third-party software to
make machine-to-machine submissions
on EDGAR. Several commenters
estimated that currently 81–90% of
EDGAR filings are submitted to EDGAR
directly through third-party filing
systems rather than manually uploaded
on an individual basis via EDGAR filing
websites.37 Commenters stated that the
Login.gov multi-factor authentication
process does not support automated
machine-to-machine authentication and
requested that the Commission consider
machine-to-machine authentication to
facilitate the ability to pre-schedule and
perform bulk filings, reduce the
35 Twenty of these letters were form letters that
requested an extension of the deadline to provide
comments, as opposed to providing substantive
comments.
36 See, e.g., Verizon Comment Letter (Dec. 1,
2021); XBRL US Comment Letter; Workiva
Comment Letter; Davis Polk Comment Letter (Dec.
1, 2021).
37 See Workiva Comment Letter; XBRL US
Comment Letter.
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65527
potential for error due to manual
processing, reduce the risk of missing
deadlines, and decrease the cost of
compliance.38 One commenter
conducted a survey of filers wherein
70% of respondents believed that the
increased time required to submit filings
due to the loss of direct submission
capability from third-party filing
systems would be ‘‘very impactful’’ or
‘‘extremely impactful’’ to their filing
success.39
The Commission also requested
comment on whether filers should
authorize administrators to manage
filers’ EDGAR accounts. Certain
commenters expressed concerns about
the impact that the institution of
administrators would have on
individual officer and director filers
pursuant to section 16 of the Exchange
Act.40 Commenters recommended that
the Commission allow a company to
create and manage a company-specific
account for an individual non-employee
director or section 16 officer.41 These
commenters further suggested that each
company be required to obtain a
notarized power of attorney from the
individual so that the company could
create and maintain the companyspecific account on behalf of the
individual.42
With respect to the Commission’s
request for comment on a requirement
to annually confirm users and
administrators, commenters generally
did not support the requirement,43
38 See, e.g., Workiva Comment Letter; XBRL US
Comment Letter.
39 See Workiva Comment Letter (the filer survey
included 660 responses from Nov. 15–27, 2021).
40 See, e.g., Workiva Comment Letter; XBRL US
Comment Letter.
41 See McGuire Woods, LLP and Brownstein
Hyatt Farber Schreck, LLP Comment Letter (Dec. 1,
2021) (‘‘McGuire/Brownstein Comment Letter’’);
Orrick, Herrington & Sutcliffe LLP Comment Letter
(Feb. 23, 2022) (‘‘Orrick Commenter Letter’’)
(reiterating the concern that the new filer
administrator position would create an
administrative burden on section 16 filers and
endorsing instead the company-specific account
approach outlined in the McGuire/Brownstein
Comment Letter).
42 These commenters also recommended
‘‘grandfathering’’ issuers with existing powers of
attorney for section 16 officers and directors.
Alternatively, they recommended a ‘‘negative
consent’’ construct, according to which a company
would be deemed to have authority to create a new
company-specific account unless an officer or
director expressly objected during a set period of
time. See McGuire/Brownstein Comment Letter;
Orrick Comment Letter.
43 See, e.g., McGuire/Brownstein Comment Letter;
XBRL US Comment Letter. A few commenters also
requested enhancement of the beta environment to
reflect ‘‘a complete testing environment’’ or the
‘‘full life cycle of an SEC EDGAR filing which
would enable full and appropriate analysis.’’ See,
e.g., Toppan Comment Letter (Nov. 30, 2021);
Donnelley Financial Solutions Comment Letter
(Nov. 18, 2021).
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noting that it would increase the
number of required confirmations,
would be duplicative, and would
necessitate additional management
effort for filers, thus increasing the
administrative burden.44 Certain
commenters recommended limiting
confirmation to administrators.45 Others
suggested that the Commission
implement an active notification
process to inform filers of impending
expiration 46 and recommended a grace
period after failure to make a
confirmation.47 Several commenters
recommended that denying EDGAR
access until the administrator has
reconfirmed would be less burdensome
than deactivating accounts.48
With respect to the time period
required to effectuate the potential
technical changes to EDGAR access and
account management, one commenter
indicated that 66% of its surveyed
respondents expressed the view that an
appropriate transition period would be
1–3 years,49 one commenter suggested a
transition period of 18–24 months, and
another commenter recommended a
transition period of at least one year.50
The staff engaged in additional
dialogue with commenters and other
interested parties regarding the 2021
Request for Comment and further
approaches to EDGAR access
improvements.51 Among the topics
discussed were APIs for submission and
for checking accession numbers
(numbers filers receive from EDGAR
indicating receipt of a filing), filing
status, and other information; annual
confirmation of individuals authorized
to make submissions on a filer’s behalf;
whether accession numbers should be
traceable to the individuals making
submissions or instead to the CIK
numbers associated with the
submissions; bulk submissions and user
group functionality; delegation of
authority to file; a potential transition
process to implement the changes
contemplated by the 2021 Request for
Comment; and other technical topics.
44 See XBRL US Comment Letter; Workiva
Comment Letter; DFIN Comment Letter.
45 See XBRL US Comment Letter; Workiva
Comment Letter; DFIN Comment Letter.
46 See DFIN Comment Letter; Workiva Comment
Letter.
47 See DFIN Comment Letter; Workiva Comment
Letter; XBRL US Comment Letter.
48 See Workiva Comment Letter; XBRL US
Comment Letter.
49 Workiva Comment Letter (referencing the same
filer survey discussed above).
50 See XBRL US Comment Letter; McGuire/
Brownstein Comment Letter.
51 Staff invited interested parties to participate in
the dialogue through the Commission’s EDGAR
Next web page.
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Having considered the significant
additional information provided by
commenters in response to the 2021
Request for Comment and the
subsequent dialogue with interested
parties, we are contemplating a number
of changes in connection with the
EDGAR Next project, including
proposed amendments to Rules 10 and
11 under Regulation S–T and to Form
ID; changes to enhance dashboard
functionality; and the addition of
optional APIs to allow machine-tomachine submissions on EDGAR as an
alternative to submission through the
EDGAR filing websites.
III. Discussion
We are proposing amendments to
Rule 10 under Regulation S–T
concerning EDGAR filer access and
account management and related
matters; Form ID, the application for
EDGAR access; and Rule 11 under
Regulation S–T, containing the
definitions of terms in Regulation S–T.
Proposed amendments to Rule 10 and
Form ID would set forth requirements
for each EDGAR filer to authorize and
maintain individual account
administrators to manage the filer’s
EDGAR account on a dashboard on
EDGAR, and to authorize account
administrators, users, and technical
administrators only if those individuals
obtained individual account
credentials.52 Each filer, through its
account administrators, would be
required to confirm annually that all
account administrators, users, technical
administrators, and delegated entities
reflected on the filer’s dashboard are
authorized by the filer to act on its
behalf, and that all information about
the filer on the dashboard is accurate;
maintain accurate and current
information on EDGAR concerning the
filer’s account; and securely maintain
information relevant to the ability to
access the filer’s EDGAR account.
On the dashboard, account
administrators could add and remove
authorized users, account
administrators, and technical
administrators; delegate and remove
delegated authority to file to other
EDGAR accounts; and annually confirm
the accuracy of all information on the
dashboard. The dashboard would
contain the filer’s corporate and contact
information, generally corresponding to
the company information currently
52 We are proposing amendments to Rule 11
under Regulation S–T to define ‘‘individual account
credentials’’ as credentials issued to individuals for
purposes of EDGAR access. See the discussion of
proposed amendments to Rule 11 in Section III.E.2.
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maintained on EDGAR.53 The
dashboard would be available during
EDGAR operating hours,54 such that
filers could manage their EDGAR
accounts during the same time period
that they would file on EDGAR.
The Commission would provide
optional APIs for machine-to-machine
communication with EDGAR, including
to submit filings and to facilitate filers’
retrieval of information regarding their
submissions. To use APIs, filers would
be required to authorize two technical
administrators and present certain
tokens to EDGAR that we plan to specify
in the EDGAR Filer Manual. Filers who
did not wish to use the APIs would not
need to do so and therefore would not
need to comply with the API-related
requirements. Those filers could
continue to make submissions through
the web-based EDGAR filing websites.
A. Individual Account Credentials
Under proposed Rule 10(d)(1), a filer
could only authorize an individual to
perform functions on the dashboard on
the filer’s behalf if the individual
possessed individual account
credentials, obtained in the manner
specified in the EDGAR Filer Manual.
This requirement would pertain to all
existing filers and all individuals acting
on behalf of those filers, as well as all
applicants for access to EDGAR.
We anticipate requiring, through the
EDGAR Filer Manual, that individual
account credentials be obtained through
Login.gov, a secure sign in service of the
U.S. General Services Administration.55
Login.gov is used by participating
Federal agencies, as well as State, local,
and territorial governments to provide a
secure login process and to allow
members of the public to use a single
account that is protected by encryption,
multi-factor authentication, and
additional safeguards.56
On the Login.gov website, the
individual would respond to prompts to
provide an email address and select a
multi-factor authentication option.57
53 The information corresponds to information
that filers presently amend through a ‘‘Company
Update’’ or ‘‘COUPDAT’’ submission. Filers would
continue to be able to edit their company
information through COUPDATs under the EDGAR
Next changes.
54 Regulation S–T provides that filings ‘‘may be
submitted to the Commission each day, except
Saturdays, Sundays, and Federal holidays, from 6
a.m. to 10 p.m., Eastern Standard Time or Eastern
Daylight Saving Time, whichever is currently in
effect.’’ 17 CFR 232.12(c). The dashboard would be
available from 6.a.m.–10 p.m. as described above,
so that filers could manage their accounts during
the period when EDGAR filings could be submitted.
55 https://www.login.gov/.
56 See Login.gov, ‘‘About us,’’ at https://
www.login.gov/about-us/.
57 As of the date of this proposal, Login.gov multifactor authentication options include: (1) a security
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The email address provided to Login.gov
would be required to match the email
address the filer provides to EDGAR, for
example, on Form ID.58 After the
individual confirmed her email address
and completed multi-factor
authentication, Login.gov would issue
individual account credentials to the
individual to sign in to EDGAR.
In accord with proposed Rule 10(d),
all account administrators, users, and
technical administrators would be
required to use their individual account
credentials, and multi-factor
authentication, to sign into all EDGAR
filing websites. After entering the
Login.gov username and password, each
individual would be prompted to enter
a one-time passcode received through
the multi-factor authentication option
the individual selected when obtaining
individual account credentials at
Login.gov.59
Individual account credentials would
enhance EDGAR security and improve
the ability of filers to securely maintain
access to their EDGAR accounts. As
noted, filers currently share access
codes among multiple individuals,
making it difficult to track with whom
the codes are shared or to trace a filing
to a specific individual. The use of
individual account credentials would
enable Commission staff and filers to
easily determine the individuals making
specific filings on EDGAR. Linking
individuals to the filings they make
would be particularly useful for filers
and Commission staff when problematic
filings are made on EDGAR and would
enhance the security and integrity of the
system.
The use of individual account
credentials would provide additional
assurance that only individuals who
have been properly authorized by the
filer or the filer’s account administrator
could take actions on the filer’s behalf
on EDGAR. Currently, the process of
filing on EDGAR requires the filer to use
certain EDGAR access codes. EDGAR
Next would enhance security by
requiring an individual seeking to make
a filing on EDGAR to sign in with
individual account credentials,
complete multi-factor authentication, be
authorized by the filer or the filer’s
account administrator, and enter the
filer’s CIK and CCC.
Multi-factor authentication for
individual accounts would be required
to access EDGAR. Multi-factor
authentication is a widely accepted
security tool that would improve the
security of access to EDGAR by adding
a layer of validation each time an
individual signed into EDGAR.
Consistent with general industry
practice, and standard Login.gov
processes, individuals could check a
box labeled ‘‘remember this browser’’
during the Login.gov sign-in process to
preserve their multi-factor
authentication for 30 days if they used
the same web browser for login.60
Under EDGAR Next, the EDGAR
password, PMAC, and passphrase
would no longer be used. The historic
use of several codes with differing
functions is not in accord with standard
access processes. The use of individual
account credentials aligns more closely
with streamlined, modern access
processes, including individual login
using multi-factor authentication. The
CCC would persist as the code required
for filing, but, as noted, individuals
seeking to file would also need to sign
in with individual account credentials,
complete multi-factor authentication,
and be authorized by the filer or an
account administrator for the filer.
Because of these additional safeguards,
the filer’s CCC would be displayed on
the dashboard for account
administrators and users.
Requests for Comment
1. Should we require the use of
individual account credentials, as
proposed under Rule 10(d)(1), and
multi-factor authentication for all
existing filers, individuals acting on
their behalf, and applicants for access to
EDGAR?
Under proposed Rule 10(d)(2), each
filer would be required as an initial
matter to authorize and maintain at least
two individuals with individual account
credentials as account administrators to
manage the filer’s EDGAR account and
to make submissions on EDGAR on
behalf of the filer,61 unless the filer were
an individual or single-member
company,62 in which case it would be
required to authorize and maintain at
least one individual with individual
account credentials as an account
administrator.
Using the dashboard on EDGAR,
account administrators, acting on behalf
of the filer, would authorize individuals
with individual account credentials to
be users, additional account
administrators, or technical
administrators for the filer, as needed.
This process is illustrated in diagram 1
below. Further, account administrators
could de-authorize account
administrators, users, and technical
administrators for the filer.
key; (2) Government employee or military PIV or
CAC cards; (3) authentication application; (4) text
message/SMS or telephone call; and (5) backup
codes, with (1), (2), and (3) being the most secure
methods, and (5) being the least secure
authentication option according to Login.gov. See
generally Login.gov, Authentication Options at
https://www.login.gov/help/get-started/
authentication-options/. See also generally
Login.gov, ‘‘Privacy and security: Our security
practices,’’ at https://login.gov/policy/our-securitypractices/ for information on Login.gov’s security
practices.
58 While Login.gov permits multiple email
addresses to be associated with a single Login.gov
account, EDGAR would require a single email
address related to the need to access EDGAR be
associated with the individual account credentials.
To change an email address (for example, because
of a change of domain name), the individual would
change the email in the dashboard and then change
it on Login.gov to maintain access to EDGAR.
59 If the individual lost or forgot her Login.gov
password, the individual would reset the password
through Login.gov, simplifying and automating the
process of password retrieval.
60 Consistent with current practice, an individual
logged into EDGAR would be automatically logged
out if the individual were idle for more than 60
minutes, as well as at the end of EDGAR’s hours
of operation (10:00 p.m. ET on business days). In
each of those cases, the individual would need to
complete multi-factor authentication in order to log
back into EDGAR unless the individual had
successfully signed into EDGAR and checked the
‘‘remember this browser’’ box within the last 30
days.
61 See EDGAR Filer Manual, Volume I, at Section
4.
62 As defined in proposed Rule 11 and proposed
Form ID, a ‘‘single-member company’’ would be a
company that has a single individual who acts as
the sole equity holder, director, and officer (or, in
the case of an entity without directors and officers,
holds position(s) performing similar activities as a
director and officer).
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2. Does the filing community have
experience with obtaining account
credentials from third-party service
providers including or similar to
Login.gov that the Commission should
consider? If so, which third-party
service party service providers, and
what experience? Would the use of
third-party service providers give rise to
any security concerns for individual or
entity filers?
3. Would the use of individual
account credentials give rise to any
concerns regarding costs, confusion, or
complexity for individual or entity
filers? Are there specific concerns for
individual or entity filers that make
filings with respect to more than one
subject company (e.g., an individual
filer who is a board member for more
than one company)? If so, what
concerns? Please be specific.
B. Individual Roles: Account
Administrator, User, Technical
Administrator
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Individuals in each role would
perform different functions for the filer,
and an individual’s dashboard would
display functionality that corresponded
to the respective individual’s role, as
explained more fully below.
An individual could be authorized to
perform more than one role for a filer.
For example, one individual could be
both an account administrator and a
technical administrator, or one
individual could be both a technical
administrator and a user. An account
administrator could not be a user,
however, given that account
administrators are able to perform all
the functions of a user, including the
ability to file on EDGAR, themselves.
Analogous additional roles would
exist at delegated entities—filers,
including filing agents, to which
another filer delegates authority to file
on its behalf. Specifically, the delegated
entity’s account administrators would
become delegated administrators for the
filer, and delegated administrators
would have the ability to authorize one
or more of the delegated entity’s users
as delegated users who could make
submissions on behalf of that filer.
The key functions that could be
performed by each role are illustrated in
diagram 2 below.
DIAGRAM 2—KEY FUNCTIONS FOR EACH ROLE
Role
Submit
filings,
view
CCC
Generate/
change
CCC
Manage account
administrators,
users, technical
administrators,
and delegated
entities
Delegate
to/accept
delegated
entity status
from another
filer
Manage
delegated
users
Manage
filer API
token
Manage
user API
token
Account Administrator ............................
User ........................................................
Technical Administrator .........................
Delegated Administrator ........................
Delegated User ......................................
X
X
..................
X
X
X
..................
..................
..................
..................
X
............................
............................
............................
............................
X
........................
........................
........................
........................
..................
..................
..................
X
..................
..................
..................
X
..................
..................
X
X
..................
X
X
Proposed Rule 10 paragraphs (d)(4),
(d)(5), and (d)(6) would require that the
filer, through its account administrators,
be responsible to maintain accurate and
current information on EDGAR
concerning the filer’s account and to
confirm that information annually, as
well as to securely maintain information
relevant to the ability to access the
filer’s EDGAR account, including but
not limited to access through any APIs.
Under EDGAR Next, account
administrators, on behalf of the filer,
would be responsible for the security of
the filer’s EDGAR account and the
accuracy of the filer’s information on
EDGAR. Account administrators would
manage the filer’s account on the
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dashboard, which would display
relevant functionality for them to:
• Add and remove users, account
administrators, and technical
administrators (including removing
themselves as account administrators);
• Create and edit groups of users;
• Delegate filing authority to other
EDGAR accounts, such as a filing
agent’s account, and remove such
delegations;
• Make the required annual
confirmation of all of the filer’s
information on the dashboard;
• Generate a new CCC for the filer;
and
• View and correct their own profile
information (name, address, phone
number, etc.).
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Account administrators could also
make submissions on behalf of the filer
on EDGAR, allowing filers to make
submissions on EDGAR through their
account administrators without adding
individuals as users on the account.
In addition, account administrators
would serve as the points of contact for
questions from Commission staff
regarding the filer’s account.63
Each account administrator would be
co-equal, possessing the same authority
and responsibility to manage the filer’s
EDGAR account. There would be no
primary account administrator. All
actions that would be required to be
63 Technical administrators would serve as the
Commission staff’s points of contact regarding the
filer’s use of the APIs. See infra Section III.B.3.a.
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performed by account administrators
could be performed by any of them
individually and would not require joint
action by the filer’s account
administrators.
a. Filer Authorization of Account
Administrators
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Under the proposal, prospective
EDGAR filers would designate on Form
ID the individuals that the filer
authorized as account administrators.64
As noted above, pursuant to proposed
Rule 10(d)(1), the filer could only
authorize individuals as account
administrators if those individuals had
obtained individual account credentials
in the manner specified in the EDGAR
Filer Manual.
Prospective company filers could
authorize as account administrators
either (i) individuals employed at the
filer or an affiliate of the filer or (ii) any
other individual, provided the filer
submitted a notarized power of attorney
authorizing such other individual to be
its account administrator. Prospective
individual filers could authorize as
account administrators either (i)
themselves or (ii) any other individual,
provided the filer submitted a notarized
power of attorney authorizing such
other individual to be the individual
filer’s account administrator.
A prospective account administrator
would complete the prospective filer’s
Form ID and electronically submit it,
and also upload a notarized copy of the
prospective filer’s Form ID signed by an
authorized individual of the prospective
filer, as currently required. The
signature of the authorized individual
would constitute the filer’s
authorization of the account
administrators listed on Form ID.
If the prospective filer sought to
authorize another individual as an
account administrator, the prospective
filer would additionally be required to
provide Commission staff with a
notarized power of attorney executed by
an authorized individual of the
prospective filer granting authority to
that individual to be an account
administrator. The power of attorney
would be uploaded with the prospective
filer’s completed, notarized Form ID.65
64 A unique process would be employed to
transition existing filers, as discussed in the
transition section below (see Section III.F).
65 Currently, a person with a power of attorney
from an individual filer may sign the Form ID
application for the individual filer; in that case, the
power of attorney document must accompany the
notarized Form ID application. See EDGAR Filer
Manual, Volume I, at Section 3. Existing
Commission practice also permits the Form ID to
be signed by an individual with a power of attorney
from a filing entity, such as a corporation.
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If, after reviewing the Form ID
application, Commission staff granted
access to EDGAR to the filer, EDGAR
would email the account administrators
listed on Form ID the filer’s CIK number
and a link to the relevant EDGAR
website, similar to the current process.
The account administrators could then
access the filer’s dashboard by logging
into EDGAR with their individual
account credentials and completing
multi-factor authentication.
On the dashboard, account
administrators could generate a CCC for
the newly issued CIK. The CCC would
be securely saved in the dashboard and
would be visible to all account
administrators and users, delegated
administrators, and delegated users for
that CIK to facilitate their ability to
make submissions on behalf of the filer.
Account administrators could
authorize additional account
administrators via the dashboard. Thus,
if the initial account administrators are
determined to be properly authorized to
act for the filer on EDGAR, those initial
account administrators would be
authorized to add account
administrators.
b. Number of Account Administrators
As proposed in Rule 10(d)(2), filers
who are individuals or single-member
companies would be required to
authorize and maintain at least one
account administrator; all other filers
would be required to authorize and
maintain at least two account
administrators. On the dashboard, any
account administrator could add
account administrators to the filer’s
EDGAR account; the maximum number
of account administrators would be
twenty. After an account administrator
invited the individual on the dashboard,
EDGAR would send an email invitation
to the individual at the email address
used to create individual account
credentials.
Requiring most filers to authorize at
least two account administrators would
increase the ability of filers to manage
their EDGAR accounts without
interruption. Thus, if an account
administrator unexpectedly resigned or
otherwise ceased to be available to
manage the filer’s account, the
remaining account administrators
would continue to manage the filer’s
account and could authorize additional
account administrators. If the account
administrator who sought to resign was
one of the required two account
administrators for an entity filer, then
that account administrator could not be
removed from the filer’s EDGAR
account unless the filer first added
another account administrator through
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65531
the dashboard to meet the required
minimum of two account
administrators. For individual filers and
single-member companies, at least one
account administrator would always be
required because those filers typically
consist of only one individual. A limit
of twenty account administrators would
likely be sufficient to allow for
management of large accounts, while
avoiding the confusion that a larger
number of account administrators might
cause.
If all the account administrators for a
filer ceased to be available to manage
the filer’s account, the filer would be
required to submit a new Form ID to
authorize new account administrators.
c. Account Administrator Authorization
and Removal of Users, Technical
Administrators, and Other Account
Administrators
An account administrator could add
an individual as a user, account
administrator, or technical
administrator for an EDGAR account
through the dashboard. The account
administrator would enter on the
dashboard the prospective individual’s
first and last name and email address,
and EDGAR would send an email
invitation to that address. The email
address would be required to match the
email address provided by the
individual when they obtained
individual account credentials. In
addition, EDGAR would send a
notification to the individual through
the dashboard if the individual to be
added had existing access to the
dashboard for another role or filer. The
individual’s designation as user,
account administrator, or technical
administrator would be effective when
the individual accepted the invitation.
Individuals would have fourteen days
within which to accept the invitation.66
If the individual did not accept within
that time period, the individual would
not be added, and the invitation would
become void. The account administrator
could re-initiate the invitation
thereafter, however, to afford the
individual another opportunity to
accept.
Account administrators could change
roles of individuals who had already
been authorized to act on behalf of the
filer, by adding or removing roles as
account administrator, user, and/or
technical administrator. The relevant
individuals would not be required to
accept additional invitations or de66 If the deadline fell upon a day when the
dashboard was not available (e.g., a holiday or
weekend), the deadline would be deferred until the
following business day.
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authorizations for their role to be
changed. An account administrator
could perform all the functions of a
user, therefore, an account administrator
could not also be a user since it would
be redundant for an individual to hold
both roles for the same filer. An
individual could, however, be both an
account administrator and a technical
administrator for the same filer, or a
user and a technical administrator for
the same filer.
d. Account Administrator Performance
of Annual Confirmation
As proposed under Rule 10(d)(4),
each filer would be required to perform
an annual confirmation on EDGAR of all
of the filer’s users, account
administrators, technical administrators,
and delegated entities, as well as any
other information related to the filer
appearing on the dashboard.67 Account
administrators would act for the filer to
carry out this function.68 Annual
confirmation would assist the filer in
tracking those authorized to file on
EDGAR and would provide an
opportunity for account administrators
to confirm the accuracy of those
individuals and delegated entities
associated with the filer and to remove
those no longer authorized.
To provide flexibility to filers, EDGAR
would allow account administrators to
select one of four quarterly dates as the
filer’s ongoing confirmation deadline:
March 31, June 30, September 30, and
December 31 (or the next business day,
if the date fell upon a weekend or
holiday when EDGAR was not
operating). An account administrator
need not wait until the deadline to
confirm and could confirm at any earlier
date. An account administrator could
further change the quarter when
confirmation was due by confirming the
account at a date in a quarter earlier
than the currently selected deadline
quarter. Confirmation in an earlier
quarter would result in a confirmation
deadline one year after the end of the
quarter in which the early confirmation
occurred. For example, if a December 31
confirmation deadline was selected by
the account administrator for the initial
annual confirmation, but the account
administrator submitted the
confirmation for the following year in
August, the filer’s annual confirmation
deadline for the next year would be
September 30 (or the next business day,
if the date fell upon a weekend or
holiday when EDGAR was not
operating).
EDGAR would provide several
periodic notices to account
administrators of the upcoming
confirmation deadline, as well as notice
of completion of confirmation or failure
to timely confirm.69 There would also
be a two-week grace period following
the confirmation deadline, during
which account administrators would
receive a final series of notices
reminding them to complete annual
confirmation.70
If no account administrator performed
the annual confirmation by the end of
the grace period, EDGAR would
deactivate the filer’s access and the filer
would be required to submit a new
Form ID application to request access to
file on EDGAR.71 If Commission staff
67 As discussed above, the dashboard would
contain the filer’s corporate and contact
information. See supra text accompanying note 53.
If the filer’s information contained in the dashboard
was not correct, that information could be updated
via a COUPDAT submitted by the filer’s account
administrator or user. Proposed paragraph (d)(4) is
analogous to the requirements currently set forth in
the EDGAR Filer Manual, Volume I, to securely
maintain EDGAR access and to maintain accurate
company information on EDGAR. See EDGAR Filer
Manual, Volume I, at Sections 4 and 5.
68 As discussed above, in the 2021 Request for
Comment, the Commission sought comment on
requiring confirmations to be made by both account
administrators and users. Several commenters
objected to this requirement on the grounds that it
would be duplicative and unduly burdensome for
account administrators to confirm all users
authorized to act on behalf of the filer, and for those
users to separately have to confirm their own
authorizations. See supra note 45. Other
commenters recommended limiting confirmation to
administrators. See supra note 45. To address these
commenters’ concerns, our proposal includes the
latter group of commenters’ recommendation,
requiring only account administrators to confirm
users, account administrators, technical
administrators, delegations, and other information
on the filer’s dashboard. We believe that limiting
the confirmation to account administrators should
address the concerns from these commenters.
69 As discussed above, in response to the 2021
Request for Comment, some commenters suggested
that the Commission implement an active
notification process to inform filers of impending
expiration, and the proposed process would follow
that approach. See supra note 46.
70 These notices would be provided in the
dashboard and also be sent via email to all account
administrators’ email addresses (e.g., the
confirmation deadline notices would be
periodically provided in both email and via the
dashboard multiple times leading up to the
deadline to ensure that the account administrators
were fully aware of the pending deadlines). See
infra Section III.B.1.f (discussing notifications to
account administrators).
71 As discussed above, in response to the 2021
Request for Comment, several commenters urged
the Commission to provide a grace period to filers
that failed to perform annual confirmation timely
(as opposed to immediately removing access) and
separately requested that the Commission deny
EDGAR access until the administrator performed
annual confirmation (as opposed to inactivating the
EDGAR account). See supra notes 47–48. As
discussed below, as part of the EDGAR Next
changes, we would provide multiple notices of the
impending confirmation deadline to account
administrators on the dashboard and by email and
also provide a two-week grace period that would
include a series of reminder notices. Collectively,
we believe this would ensure that the filer’s account
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approved the Form ID application, the
filer would continue to have the same
CIK previously assigned and its filing
history would be maintained. The filer’s
account administrators listed on Form
ID would be required, however, to invite
through the dashboard, as if to a new
account, any additional account
administrators, technical administrators,
and users. Although the need to reapply
for access and, in particular, the need to
invite account administrators, users,
and technical administrators anew,
would impose an additional burden on
filers, failure to perform annual
confirmation could signal that the filer
was no longer managing or controlling
the account. Removing individuals from
the filer’s account upon deactivation
would safeguard information regarding
individuals whose information was
listed on the filer’s dashboard. For
example, if someone other than the
original filer’s account administrators
submitted a Form ID application for
access to the account, and the original
account administrators did not respond
to Commission staff’s inquiries
regarding the new Form ID, the process
outlined above would prevent the new
account holder from accessing the
names, addresses, and contact
information of the individuals formerly
associated with the account.
e. User Groups
The dashboard would allow an
account administrator to group subsets
of the filer’s users into user groups. User
groups would:
• Be created by an account
administrator;
• Consist only of users, not account
administrators or technical
administrators;
• Contain only users for the same
EDGAR account;
• Contain up to 500 users
(corresponding to the maximum number
of users per filer that would be allowed);
and
• Not be subject to any numerical
limit (i.e., there could be an unlimited
number of user groups).
The user group function would
primarily assist delegated entities to
authorize certain delegated users to file
on EDGAR for specific filers, as
explained in the Delegated Entities
section below. By employing user
groups, the delegated administrator
could add or remove the ability to file
administrators would receive adequate notice and
opportunity to timely perform confirmation.
Deactivating the account due to failure to provide
confirmation therefore would immediately protect
the filer because failure to perform the required
confirmation could be a sign that the account may
no longer be managed or controlled by the filer.
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for a certain filer to all users in the
group at once, leading to efficiencies of
time in managing users.
If an account administrator added an
individual to a user group, the
individual would receive an invitation
to join the user group. If the individual
accepted, the individual would become
a member of the user group.
2. Users
Under EDGAR Next, account
administrators could authorize
individuals with individual account
credentials as users able to make
submissions on EDGAR on behalf of the
filer.
a. Authority of Users
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Users would be able to make
submissions on EDGAR on the filer’s
behalf. On the dashboard, account
administrators and Commission staff
could determine which users made
which submissions; however, this
information would not be made public
on EDGAR. In addition, on the
dashboard, users could:
• Remove themselves as a user for a
filer;
• If using APIs, generate, view, and
copy their user API tokens (as discussed
further in Section III.D below); and
• View basic information about the
filer’s account, including the filer’s
name, CIK, CCC, and corporate
information and contact information, as
well as the contact information for the
account administrators.
Users could not, however, add or
remove individuals from the dashboard
other than themselves. Further, users
could not generate a new CCC.
Separately, users could submit
COUPDATs to update filer information
such as name, address, and state of
incorporation, as filers currently do.
As part of the login and
authentication process for the EDGAR
filing websites, a user would be able to
select the CIK of the filer for which
submissions were being made, and that
CIK would be reflected in the accession
number 72 for each of the user’s
submissions (‘‘login CIK’’). Users could
change their login CIK at any time to
any other CIK for which they were
authorized.
72 An accession number is a unique identifier
assigned automatically to EDGAR submissions for
tracking and reference purposes. The first 10 digits
comprise the CIK of the entity making the
submission, which may be an entity with reporting
obligations or a third party (such as a filing agent.
The next two digits represent the year. The last
series of digits comprise a sequential count of
submitted filings from that CIK. The count is
usually, but not always, reset to zero at the start of
each calendar year.
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b. Becoming Authorized as a User
Through the dashboard, an account
administrator would invite an
individual to be a user for the filer’s
account, and the prospective user would
receive an email invitation from EDGAR
at the email address associated with the
prospective user’s individual account
credentials. In addition, if the
prospective user had a role for any
EDGAR account, the notification would
also appear on the prospective user’s
dashboard. The individual would be
required to accept the invitation to
become a user. The individual could
then sign in as a user to the filer’s
EDGAR account by entering her
individual account credentials and
completing multi-factor authentication.
c. Number of Users
There would be no minimum number
of users because account administrators
could make submissions on behalf of
the filer. There would be a maximum of
500 users. We anticipate that 500 users
would be sufficient to accommodate
sophisticated filers making a large
number of varied filings.
3. Technical Administrators
In connection with the EDGAR Next
changes, filers would have an option to
use a submission API and related
informational APIs, and filers who
opted to use the APIs would be
required, through their account
administrators, to authorize at least two
technical administrators to manage API
tokens and related technology.
Technical administrators could:
• Issue and deactivate filer API
tokens on the dashboard;
• Remove themselves as technical
administrators for filers;
• View and correct their own profile
information; and
• View basic information about each
filer for which they are designated as a
technical administrator, including the
filer’s corporate information and contact
information.
a. Authority of Technical
Administrators
A technical administrator would issue
and deactivate filer API tokens required
to use the APIs, as set forth more fully
in the API discussion in Section III.D.
Technical administrators would also
serve as points of contact for questions
from Commission staff regarding the
filer’s use of the APIs.
A technical administrator could not
add or remove individuals on the
dashboard, except to remove themselves
as technical administrator. Nor could a
technical administrator make
submissions on EDGAR on the filer’s
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65533
behalf. Additionally, a technical
administrator could not generate CCCs
and could not change company
information. A technical administrator
could, however, view relevant filer
information on the dashboard.
An account administrator could
authorize technical administrators to be
account administrators or users as well
as technical administrators. To the
extent that individuals designated as
technical administrators also had the
role of account administrator or user,
they would additionally be able to
perform the functions associated with
that role.
b. Becoming a Technical Administrator
Identical to the process for users, an
account administrator would invite the
prospective technical administrator on
the dashboard, and EDGAR would send
the invitation to the email address
associated with the prospective
technical administrator’s individual
account credentials. In addition, if the
prospective technical administrator
already had a role for any EDGAR
account, a notification of the invitation
would appear on her dashboard. The
prospective technical administrator
would be required to accept the
invitation to become a technical
administrator.
c. Number of Technical Administrators
As proposed, if the filer chose to use
an API, the filer, acting through its
account administrator, would be
required to designate at least two
technical administrators. This minimum
would parallel the minimum number of
individuals required to be account
administrators (in the case of filers other
than individuals and single-member
companies) and would reduce the
chance that the filer’s access to the APIs
would be interrupted. There would be
no exception to the two technicaladministrator minimum for individuals
and single-member companies,
however, because we anticipate that
filers that make a large volume of
submissions—typically large filers and
filers who use filing agents—would use
the APIs, and those filers would have
sufficient staff to designate two
technical administrators.
Because a filer would be required to
have at least two technical
administrators to use the APIs, the
dashboard would not allow a technical
administrator to be removed from a
filer’s account when only two technical
administrators were authorized on the
account. An account administrator
would be required to first add another
technical administrator.
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There would be a maximum of ten
technical administrators per filer. This
limit would streamline points of contact
with the filer and avoid confusion at the
filer regarding API tokens. For example,
having more than ten possible technical
administrators could heighten
opportunities for miscommunication
between Commission staff and the filer
if issues arose regarding the use of APIs.
Moreover, based on our understanding
of filers’ current practice, we do not
anticipate that a filer would require
more than ten technical administrators
to carry out the functions of managing
technical aspects of the APIs.
Requests for Comment
4. Should we add a required account
administrator role to EDGAR, as set
forth in proposed Rule 10(d)? If not,
why not?
5. As stated in proposed Rule 10(d),
at least two account administrators
would be required for filing entities
(other than single-member companies)
and one account administrator for
individual filers and single-member
companies. Are these minimum
numbers of account administrators
appropriate? If not, what minimum
numbers of account administrators
would be appropriate? Should
individual filers and single-member
companies be required to have more
than one account administrator? If so,
why?
6. Should account administrators be
permitted to add and/or remove other
account administrators without the
filer’s consent? If so, why? If the filer’s
consent is not required, should the filer
be notified when a new account
administrator is added or removed?
7. Should a prospective filer’s Form
ID be required to be completed and
submitted by an account administrator,
as set forth in proposed Rule 10(b)? If
not, what would be the advantages and
disadvantages of allowing an individual
who was not an account administrator
to complete and submit a Form ID on
behalf of an applicant? Please be
specific.
8. In proposed Rule 10(d), each filer,
through its account administrators,
would be required to confirm annually
the accuracy of the filer’s information
on the dashboard; maintain accurate
and current information on EDGAR
concerning the filer’s account; and
securely maintain information relevant
to the ability to access the filer’s EDGAR
account, including but not limited to
access through any EDGAR APIs.
Should any changes or clarifications be
made to the proposed responsibilities of
filers to be carried out by account
administrators in proposed Rule 10(d)?
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If so, how and why should such changes
or clarifications be made? Should any
guidance be provided with regards to
any of these responsibilities and, if so,
how and why?
9. Should any changes be made to the
authorization process for account
administrators? For example, in the case
of company filers, should employees of
the filer’s affiliate be required to be
authenticated via a notarized power of
attorney? If so, why?
10. Should any changes be made to
the scope of the proposed annual
confirmation requirement set forth in
proposed Rule 10(d)? Why? Should the
confirmation be performed annually,
more frequently, or less frequently?
Why? As currently contemplated as part
of EDGAR Next, in the case of a failure
to satisfy the proposed annual
confirmation requirement, should there
be a grace period for the account
administrators to satisfy the
confirmation requirements before the
account is deactivated? How long
should this grace period be, if adopted?
Regardless of whether a grace period is
provided, should failure to satisfy the
proposed annual confirmation
requirement result in deactivation of the
account with removal of the individuals
authorized on the dashboard for the
filer, as discussed above, or
alternatively, would a temporary
suspension of EDGAR access without
removal of any of the individuals
authorized on the dashboard for the filer
be more appropriate, until any of the
listed account administrators satisfied
the confirmation requirement? Why?
How long should the described
temporary suspension be, if adopted?
Separately, if failure to satisfy the
proposed annual confirmation
requirements should result in
deactivation of the account with
removal of the individuals authorized
on the dashboard of the filer, as
discussed above, should delegated
entities and delegating filers also be
removed from the dashboard? Why or
why not?
11. Would the annual confirmation
requirement create any additional
burden for filers compared to the
current annual EDGAR password update
requirement? If so, are there any
improvements to the proposed annual
confirmation requirement that would
reduce the burden for filers? Separately,
are there any particular concerns for
filers who may only engage in
occasional filings, such as filers
pursuant to section 16 of the Securities
Exchange Act of 1934 who may make
sporadic submissions of Forms 3, 4, and
5 less than once per year? If so, to what
extent would those concerns be newly
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implicated by the proposal, given that
currently filers must change their
password annually or their access to
EDGAR is deactivated?
12. Are there any considerations
regarding the annual confirmation
requirement that are specific to
individual or entity filers that make
filings with respect to more than one
subject company (e.g., an individual
filer who is a board member for more
than one company)? Should the
confirmation requirement differ for such
filers? If so, why?
13. Should we add a user role to
EDGAR? If not, how would we address
our policy concerns regarding the
identification and authorization of
individuals who make submissions on
the filer’s behalf? Is a limit of 500
authorized users per filer appropriate, or
should that number be increased or
decreased? Should account
administrators be able to add users only
for a specific filing or for a specific
period of time, after which the user’s
authorization automatically expires?
Should any changes or clarifications be
made to the scope of authority of users
as part of EDGAR Next? If so, how and
why should the scope of authority of
users be different, or how could the
tasks within the scope of authority for
users be clarified?
14. Should we add a technical
administrator role to EDGAR, as set
forth in proposed Rule 10(d)? If not,
how would we address our policy
concerns regarding the identification
and authorization of the individuals
who would manage the filer’s APIs?
15. Would the requirement of at least
two technical administrators to manage
the filer’s APIs, as set forth in proposed
Rule 10(d), create an undue burden for
filers? Should this requirement be
revised to more fully parallel the limit
for account administrators by requiring
only one technical administrator for
filers who are individuals and singlemember companies? Why or why not? Is
a maximum number of ten technical
administrators appropriate? Why or why
not? Should any changes or
clarifications be made to the scope of
authority for technical administrators as
part of the EDGAR Next changes?
16. For what purposes, if any, would
filers need to access the dashboard
when EDGAR filing functionality was
not available? If the dashboard were
made available to filers for a period of
time outside of EDGAR operating hours,
in addition to during EDGAR operating
hours, would filers be impacted by the
unavailability of filer telephone and
email support and EDGAR submission
capabilities during that time period?
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How would they be impacted? Please be
specific.
C. Delegated Entities
Under EDGAR Next, a filer could
delegate authority to file on its behalf to
any other EDGAR filer, such as a filing
agent, which would become a delegated
entity for the filer.
1. Delegating Authority To File
An account administrator would
delegate authority to file by entering the
prospective delegated entity’s CIK on
the dashboard. EDGAR would then send
an email invitation to all account
administrators of the prospective
delegated entity; in addition, the
invitation would appear on the
dashboard of the prospective delegated
entity’s account administrators.
One account administrator for the
prospective delegated entity would be
required to accept the invitation for the
delegation to become effective. If no
account administrator for the
prospective delegated entity accepted
within fourteen days of it being issued,
the invitation would lapse; however, the
filer could again follow the process
outlined herein to issue another
invitation.73
If the filer’s account administrators
wished to terminate the delegation, they
could do so on the dashboard by
removing the delegated entity’s
authority to file. Removal of delegation
would not require acceptance by the
delegated entity.
An account administrator could
delegate authority to file to an unlimited
number of EDGAR accounts, allowing
filers to delegate to multiple filing
agents, for example, should they so
choose.
3. Delegated Entities
An account administrator could not
add or remove individual delegated
users at the delegated entity, nor could
the account administrator access the
delegated entity’s dashboard or account.
As EDGAR filers, delegated entities
would be required to comply with the
same requirements applicable to all
filers.
A delegated entity could be any
EDGAR account, including but not
limited to:
• Filing agents; 77
• Issuers, broker-dealers, and others
making submissions on behalf of
individuals filing pursuant to section 16
of the Securities Exchange Act of
1934;and
• Parent companies of large groups of
related filers.
A delegated entity would maintain its
separate EDGAR account with its own
account administrators, users, and
technical administrators.
73 If the deadline fell upon a day when the
dashboard was not available (e.g., a holiday or
weekend), the deadline would be deferred until the
following business day.
74 As discussed further below in Section III.C, the
dashboard would generally be used to manage a
filer’s EDGAR account, including management of
individuals authorized to act as account
administrators, users, and technical administrators;
management of entities authorized to act as
delegated entities; and management of filer and user
API tokens. Delegated entities would not need to
access the filer’s dashboard in order to make filings
on the filer’s behalf, since filings would be made
directly on the EDGAR filing websites, as opposed
to through the filer’s dashboard.
75 As currently planned, delegated administrators
and delegated users would not be able to make
COUPDAT submissions for the filer. Delegated
administrators and delegated users could, however,
continue to submit series and company update
submissions, or SCUPDATs, for registered
investment company clients according to the
present process.
76 See Section III.B.1.b. and III.B.2.c (discussing
limits of account administrators and users per filer).
2. Separation of Authority of Filer and
Delegated Entity
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Delegated administrators and
delegated users could file on the filer’s
behalf, but they could not take any other
actions on behalf of the filer. Nor could
they access the filer’s dashboard.74 For
example, a delegated administrator
could not add, remove, or confirm
account administrators, users, or
technical administrators for the filer.
Similarly, delegated administrators
would not be able to generate or reset
the filer’s CCC, nor would delegated
administrators or delegated users be
able to make COUPDAT submissions for
the filer.75 Delegated administrators and
delegated users would not count
towards the limits of 20 account
administrators and 500 users for the
filer under EDGAR Next.76
Delegated entities could receive and
provide multiple delegations, but they
could not further delegate authority to
file to other entities on behalf of filers
who delegate authority to them. For
example, Filer A could delegate
authority to file on its behalf to Filer B.
Separately, Filer B could delegate
authority to file on its behalf to Filer C.
In this scenario, however, Filer B could
not delegate to Filer C the authority to
file on behalf of Filer A, and Filer C
could not file on behalf of Filer A.
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A delegated entity could receive
delegated authority to file for an
unlimited number of filers.
We contemplate that individuals with
section 16 filing obligations could
delegate authority to file to relevant
company filers under the construct set
forth herein, if they wished to do so. In
response to the 2021 Request for
Comment, several commenters
suggested that the Commission permit
the creation of company-specific
accounts for each individual with filing
obligations pursuant to section 16 of the
Exchange Act.78 Commenters stated that
such accounts would allow individuals
to delegate their EDGAR account
administration responsibilities to the
companies for which those individuals
had section 16 filing obligations.79 This
framework would make it difficult for
the Commission and others to track the
filings made by a specific individual,
however, since each filing would be
made by a different company-specific
account without linking individuals to
the accounts or the filings made therein.
The delegation process described herein
would make it easier for individuals to
obtain assistance with their filings,
while allowing the Commission and
others to determine filings made by a
specific individual. We therefore do not
plan to implement the commenters’
suggestion.
If a filer authorized a delegated entity
to file on its behalf, one of the delegated
entity’s account administrators would
be required to accept the invitation;
further, upon acceptance, all of the
delegated entity’s account
administrators would automatically
become delegated administrators for the
filer. All delegated administrators for
the filer would have co-equal authority
with regard to that filer. If the delegated
entity added or removed one of the
account administrators for its own
EDGAR account, then that individual
would also be added or removed as a
delegated administrator for the filer.
These relationships are illustrated in
diagram 3 below.
77 We are proposing amendments to Rule 11
under Regulation S–T to define a ‘‘filing agent’’ as
any person or entity engaged in the business of
making submissions on EDGAR on behalf of filers.
This would include law firms, financial services
companies, and other entities engaged in the
business of submitting EDGAR filings on behalf of
their clients. See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
78 See supra notes 41–42.
79 See supra notes 41–42.
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4. Delegated Users
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If a delegated entity accepted a
delegation from a filer, the delegated
administrators could authorize specific
users at the delegated entity to become
delegated users with respect to that filer.
Delegated users would not count as part
of the 500-user limit for the filer.80
Alternately, if delegated
administrators wanted all of their users
to become delegated users with respect
to a filer, the delegated administrators
could check a box to automatically
designate all of the users at the
delegated entity as delegated users for
the filer.
Thus, delegated administrators would
have the following options:
80 See
supra Section III.B.2.c.
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• Authorize a subset of the delegated
entity’s users as delegated users,
through the user group function, as
discussed above and further explained
below;
• Authorize all of the delegated
entity’s users as delegated users for the
filer; or
• Not authorize any delegated users
(because the delegated administrators
could file on behalf of the filer 81).
Users at the delegated entity would
receive notifications if a delegated
administrator added or removed them as
a delegated user for a particular filer,
however, users would not need to
accept the notification or take any
further action to become a delegated
user for a filer.
81 For this reason, delegated administrators could
not be designated as delegated users with regards
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Delegated users could submit filings
on behalf of the filer on the EDGAR
filing websites or through the
submission API (which would also
require the user to generate and submit
a user API token, as discussed further
below).
5. User Groups at Delegated Entities
We believe that the user group
function would provide an efficient
method for delegated administrators to
manage delegated users. Delegated
entities, through their delegated
administrators, could employ user
groups to assign certain users to
different filers for whom they possessed
delegated authority to file. An example
is provided in diagram 4 below.
to the delegating filer, because doing so would be
redundant.
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• In diagram 4, the account
administrators for Filer A and Filer B
delegated to Filer C. As a result, Filer
C’s account administrators became
delegated administrators for Filers A
and B. In this example, Filer C might be
a filing agent to which Filer A or Filer
B gave authority to make filings on its
behalf, and Filer A and Filer B might be
public companies or investment
companies.
• A delegated administrator at Filer C
created User Group 1 containing Filer
C’s Users 1, 2, and 3. The delegated
administrator assigned authority to file
for Filer A to User Group 1. Users 1, 2,
and 3 are thus delegated users for Filer
A because they are members of User
Group 1. If additional users from Filer
C were added to User Group 1, those
additional users would also become
delegated users for Filer A.
• The delegated administrator at Filer
C also created User Group 2 containing
Filer C’s User 3. The delegated
administrator assigned authority to file
for Filer B to User Group 2. User 3 is
a delegated user for Filer B.
• By employing the user group
function, the delegated administrator at
Filer C restricted delegated filing
permissions for Filer A to Filer C Users
1, 2, and 3 only (via User Group 1) and
delegated filing permissions for Filer B
to Filer C User 3 only (via User Group
2). Filer C User 4 has not been
authorized as a delegated user for any
filers.
• In diagram 4, each user group has
only been assigned authority to file for
a single filer, but user groups could be
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assigned authority to file for multiple
filers.
Delegated administrators could also
designate a default user group of
individuals who would be automatically
assigned as delegated users for all future
delegations. The ability to have a default
user group would be an efficient way for
delegated administrators to authorize
groups of their users as delegated users
for any delegating filer.
Users would receive notifications
when added to or removed from a user
group, and when the user group to
which they belonged became authorized
to make submissions for a filer, or when
that authorization was removed. Users
would not need to accept or otherwise
take any action on these notifications.
6. Technical Administrators at
Delegated Entities
If the delegated entity chose to use
APIs, the delegated entity would be
required to designate its own technical
administrators. The delegated entity’s
technical administrators would be
responsible for maintaining the API
capabilities for filings by the delegated
entity. They would manage the
delegated entity’s own filer API tokens,
as discussed further in Section III.D.1,
and the delegated entity would use the
delegated entity’s filer API tokens to
make filings for any filers that delegated
authority to it. Technical administrators
at the delegated entity would not
manage any APIs in use by the filer
itself. Nor would the technical
administrator need different tokens for
different filers that delegated to the
delegated entity.
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Requests for Comment
17. Should we add individual roles to
EDGAR for delegated administrators and
delegated users? If not, how should we
address our policy concerns regarding
the identification and authorization of
the delegated individuals who would
submit filings on the filer’s behalf?
18. Should account administrators be
able to delegate filing authority to any
EDGAR filer (and remove such
delegation)? Do commenters have any
concerns with the delegation function or
any suggested modifications? For
example, should delegation be limited
to EDGAR filers that selected ‘‘filing
agent’’ as the account type on Form ID
when opening the account? Or should
delegation be permitted to any EDGAR
account, as proposed? Why?
19. Would the EDGAR Next
delegation framework address concerns
raised by commenters about the impact
that the contemplated EDGAR Next
changes would have on individual
officer and director filers pursuant to
section 16 of the Exchange Act, in light
of the fact that individual officer and
director filers could delegate authority
to file on their behalf to any related
companies, law firms, or filing agents?
Why or why not?
20. Should any changes be made to
the authority of delegated
administrators and delegated users
under EDGAR Next?
21. Are there any situations where the
EDGAR Next delegation framework
could be streamlined?
22. Would user group functionality
facilitate the ability of account
administrators and delegated
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administrators to efficiently add and
remove users and delegated users? Why
or why not? Should any changes to user
group functionality be made?
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D. Application Programming Interfaces
As part of the EDGAR Next changes,
the Commission would offer APIs to
filers to allow machine-to-machine
communication with EDGAR. The
Commission plans initially to provide
three APIs to allow filers to:
• Make both live and test submissions
on EDGAR (‘‘submission API’’);
• Check the status of an EDGAR
submission (‘‘submission status API’’);
and
• Check EDGAR operational status
(‘‘EDGAR operational status API’’).
Pursuant to proposed Rule 10(d)(3), to
use the APIs, filers would be required to
authorize at least two technical
administrators.
Additionally, we plan to specify in
the EDGAR Filer Manual that, to use the
APIs, filers would be required to present
filer API tokens and user API tokens to
EDGAR that would be generated on the
dashboard. The filer’s technical
administrators would be required to
generate a filer API token to
authenticate the filer. Further, the
individual user or account administrator
who submits the filing would be
required to generate a user API token to
authenticate herself as an authorized
user or account administrator for the
filer. We plan that filer and user API
tokens would be confidential
alphanumeric strings of text separately
generated in the dashboard by a
technical administrator and a user,
respectively, and each would be valid
for one year.82 Employing these tokens
would allow automated server-to-server
authentication without the need for
manual individual account credential
multi-factor authentication, thus
addressing a significant concern raised
by commenters in the 2021 Request for
Comment.83
In addition, as they would with other
similar APIs, filers would need to
create, license, or otherwise obtain
software (a ‘‘filing application’’) to
interface with the APIs. Additional
information regarding the APIs is
available in the Overview of EDGAR
Application Programming Interfaces
(‘‘Overview of EDGAR APIs’’) located on
the EDGAR Next page on SEC.gov.
82 As a security measure, we contemplate that the
user API token would be deactivated if the user had
not successfully logged into the EDGAR Filer
Management dashboard or one of the EDGAR filing
websites (EDGAR Filing or EDGAR Online Forms)
within the last 30 days.
83 See supra notes 38–39.
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The use of APIs would be optional.
Filers that seek to file on EDGAR, check
the status of a submission, or check
EDGAR operational status would
continue to be able to do so without
using an API, as they currently do.
1. Submission API
The submission API would provide
filers a new option to submit test and
live filer-constructed EDGAR
submissions through a machine-tomachine connection.84 Filers who do
not wish to use the API to make filerconstructed submissions, and filers
making other types of submissions,
could file through the web-based
EDGAR filing websites.85
To use the optional submission API,
filers would be required to comply with
certain requirements. For filer API
tokens, we plan that:
• A filer API token would be needed
to identify the filer or filing agent
accessing the API.
• Only the filer’s authorized technical
administrator could create filer API
tokens.
• Filers could have multiple, valid
filer API tokens (for example, to identify
different subsidiaries or divisions
within the filer) in use at the same time.
• A technical administrator would
need to log into the dashboard and be
authenticated with individual account
credentials to create a filer API token.
• A technical administrator could
terminate a filer API token on the
dashboard at any time.
• A filer API token would remain
valid for up to one year.
• While valid, a filer API token could
be used to submit an unlimited number
of filings.
For user API tokens, we plan that:
• Only a user, delegated user, or
account administrator for the filer
associated with the filer API token
could be authorized as a user for the
API.
• A user API token would be needed
to identify the user associated with each
submission.
• Users would have only one valid
user API token at a given time.
84 Currently, EDGAR accepts approximately 525
submission types, of which approximately 500
(95%) permit filer construction.
85 Whether submissions were made through the
API or the EDGAR filing websites, filers would
specify the CIK for which they would be making
submissions. That CIK number would be reflected
in the accession number associated with those
submissions. Filers could change the login CIK
reflected in the accession number at any time to any
other CIK for which the filer was authorized to file
on EDGAR. For example, a filing agent could
choose to submit filings for a client filer using its
own login CIK, or by using its client filer’s login
CIK.
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• A user would log into the
dashboard and be authenticated with
individual account credentials to create
a user API token.
• A user API token would remain
valid for up to one year provided that
the user associated with the token
logged into the dashboard or one of the
EDGAR filing websites at least every 30
days. If the user did not log in at least
every 30 days, the user API token would
be deactivated.
• A user could terminate its user API
token on the dashboard at any time.
• While valid, a user API token could
be used to submit an unlimited number
of filings.
The Overview of EDGAR APIs lists
certain technical standards for the
submission API, as well as the expected
inputs and outputs.
2. Submission Status API
Currently, EDGAR receives significant
network traffic inquiring as to the status
of EDGAR submissions. Many filers
check EDGAR submission status
immediately upon making a filing and
again regularly until the submission is
accepted and ultimately disseminated,
or alternately suspended. This may
result in significant network traffic for
EDGAR and represent a tedious manual
process for filers. Providing a
submission status API would allow
filers to use their filing application to
simultaneously check the status of
multiple submissions in a batch process,
instead of manually logging into EDGAR
and individually checking the status of
each submission.
The Overview of EDGAR APIs lists
certain technical standards for the
submission status API, as well as the
expected inputs and outputs. Among
other things, the submission status API
would require a valid filer API token; it
would not require a user API token. The
submission status API would indicate to
the filing application whether each
submission was submitted and
accepted, but not yet publicly
disseminated; 86 submitted and
accepted, and publicly disseminated; or
submitted and suspended. In turn, the
filing application would display this
information to the filer.
3. EDGAR Operational Status API
Many filers check EDGAR operational
status continuously throughout the
filing day. This may result in significant
network traffic for EDGAR and
constitute a tedious manual process for
86 Generally, filings are first accepted and then
subsequently disseminated. However, certain filings
remain nonpublic and are never disseminated, so
those filings will never progress from accepted to
disseminated status.
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filers. Providing an EDGAR operational
status API would allow filers to use
their filing application to check the
operational status of EDGAR at any
given time.
The Overview of EDGAR APIs lists
certain technical standards for the
EDGAR operational status API, as well
as the expected inputs and outputs.
Among other things, the EDGAR
operational status API would require a
valid filer API token to be submitted by
the filing application; it would not
require a user API token. The EDGAR
operational status API would indicate to
the filing application whether EDGAR
was fully operational, unavailable (after
business hours), or not fully operational
in whatever regard at that point in time
(for example, if EDGAR is not
disseminating to SEC.gov). In turn, the
filing application would display this
information to the filer.
Requests for Comment
23. Should we add other EDGAR
information that could be accessed
through APIs, and, if so, why? Please
rank in terms of priority any additional
information that you would like to see
added, and also estimate how much
usage you believe that information API
would receive (for example, in potential
hits per day).
24. The Overview of EDGAR APIs
lists certain technical standards for the
planned APIs. Are there any
considerations we should take into
account when determining what
technical standards should be used for
the planned APIs?
E. Proposed Amendments to Rules and
Forms
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1. Rule 10 Under Regulation S–T
We propose to add new paragraph (d)
to Rule 10 to implement the changes
being contemplated as part of EDGAR
Next. Proposed paragraphs (d)(1)
through (4), are discussed in full
above.87
We further propose to add new
paragraph (d)(5) to require that the filer,
through its authorized account
administrators, maintain accurate and
current information on EDGAR
concerning the filer’s account, including
but not limited to accurate corporate
information and contact information,
such as mailing and business addresses,
email addresses, and telephone
numbers. This would constitute an
ongoing obligation for the filer to update
its information on EDGAR as necessary.
Similar to proposed paragraph (d)(4),
proposed paragraph (d)(5) is analogous
87 See
supra Section I, III.A, III.B, III.C, and III.D.
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to the requirements currently set forth
in the EDGAR Filer Manual, Volume I
to securely maintain EDGAR access 88
and to maintain accurate company
information on EDGAR.89 The proposed
requirement in paragraph (d)(5) would
allow Commission staff and the public
to rely upon the accuracy of the filer’s
information contained in EDGAR.
Proposed paragraph (d)(6) would
require the filer, through its authorized
account administrators, to securely
maintain information relevant to the
ability to access the filer’s EDGAR
account, including access through any
EDGAR API. This requirement is
designed to ensure that information
relevant to the ability to access the
filer’s account, such as individual
account credentials and API tokens, is
securely maintained and not publicly
exposed or otherwise compromised.
Similar to proposed paragraphs (d)(4)
and (d)(5), proposed paragraph (d)(6) is
analogous to the requirements currently
set forth in the EDGAR Filer Manual,
Volume I to securely maintain EDGAR
access and to maintain accurate
company information on EDGAR.
The Commission also proposes to
amend Rule 10 to make certain
technical and conforming changes. Rule
10(b) would be revised to refer to ‘‘each
electronic filer’’ who would be required
to submit Form ID before filing on
EDGAR, instead of ‘‘each registrant,
third party filer, or filing agent.’’ 90 This
change is not intended to alter the scope
of who would be subject to Rule 10(b),
but instead clarifies that all new
electronic filers would be required to
submit Form ID for review and approval
by Commission staff before they may
file on EDGAR.
In addition, we propose to amend
Rule 10(b)(2), which currently states
that an authenticating document for
Form ID must be signed by the
applicant, to also state that the
authenticating document may be signed
by an authorized individual of the
prospective filer.91 This change is
intended to conform the language in
Rule 10(b)(2) with the text of the
EDGAR Filer Manual, which currently
provides that the authenticating
document shall be signed by an
Filer Manual, Volume I, at Section 4.
Filer Manual, Volume I, at Section 5.
90 Compare Rule 10(b) of Regulation S–T (‘‘Each
registrant, third party filer, or filing agent must,
before filing on EDGAR . . .’’ with proposed Rule
10(b) of Regulation S–T (‘‘Each electronic filer
must, before filing on EDGAR . . .’’).
91 Compare Rule 10(b)(2) of Regulation S–T (‘‘File
. . . a notarized document, signed by the applicant
. . .’’ with proposed Rule 10(b)(2) of Regulation S–
T (‘‘File . . . a notarized document, signed by the
electronic filer or its authorized individual . . .’’).
65539
authorized individual, including a
person with a power of attorney.92
Finally, we propose to revise the note
to Rule 10 that currently ‘‘strongly
urges’’ potential applicants for EDGAR
access to state that the Commission staff
carefully reviews each Form ID
application and filers should not
assume that the Commission staff will
automatically approve the Form ID.
Therefore, filers should submit Form ID
‘‘well in advance’’ of their first required
filing.93 We believe this makes clear that
Commission staff requires time to
review the Form ID. Due to the often
high volume of Form ID applications for
Commission staff review, potential
applicants should allow sufficient time
for the review process to be conducted
in the event that staff is concurrently
reviewing a high volume of
applications.
Requests for Comment
25. Do the proposed amendments to
Rule 10 described above appropriately
implement the proposed technical and
conforming changes? Should additional
or fewer changes be made to Rule 10
and, if so, why? For example, should
specific requirements be added to Rule
10 that place requirements directly
upon users, delegated entities, and
technical administrators, as opposed to
placing requirements upon account
administrators to manage users,
delegated entities, and technical
administrators? Why or why not? Are
there any technical, conforming, or
clarifying changes to Rule 10 that
should be made, and if so, why?
2. Rule 11 Under Regulation S–T
We also propose to amend Rule 11
under Regulation S–T, ‘‘Definitions of
terms used in this part,’’ to add and
define new terms discussed in this
proposing release and update the
definitions of certain existing terms. The
proposed amendments include terms
and definitions specific to the proposed
rule and form amendments that would
change how individuals and entities
access, file on, and manage EDGAR
accounts.
Certain terms would define the new
roles for individuals contemplated by
EDGAR Next, as follows:
88 EDGAR
89 EDGAR
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92 See
EDGAR Filer Manual, Volume I, at Section
3(a).
93 As proposed, the note states: ‘‘The Commission
staff carefully reviews each Form ID application,
and electronic filers should not assume that the
Commission staff will automatically approve the
Form ID upon its submission. Therefore, any
applicant seeking EDGAR access is encouraged to
submit the Form ID for review well in advance of
the first required filing to allow sufficient time for
staff to review the application.’’
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‘‘Account administrator’’ would mean
the individual that the filer authorizes
to manage its EDGAR account and to
make filings on EDGAR on the filer’s
behalf. The designation of an account
administrator would help ensure that
only authorized persons are able to file
and take other actions on behalf of the
filer.
‘‘Authorized individual’’ would mean
an individual with the authority to
legally bind the entity or individual
applying for access to EDGAR on Form
ID, or an individual with a power of
attorney from an individual with the
authority to legally bind the applicant.
The power of attorney document must
clearly state that the individual
receiving the power of attorney has
general legal authority to bind the
applicant or specific legal authority to
bind the applicant for purposes of
applying for access to EDGAR on Form
ID.
‘‘Delegated entity’’ would mean a filer
that another filer authorizes on the
dashboard to file on its behalf. As itself
a filer, a delegated entity would be
subject to all applicable rules for filing
on EDGAR. Delegated entities would not
be permitted to further delegate
authority to file for the delegating filer,
nor would they be permitted to take
action on the delegating filer’s
dashboard.
‘‘Filing agent’’ would mean any
person or entity engaged in the business
of making submissions on EDGAR on
behalf of filers. As discussed above in
Section III.C., to act as a delegated entity
for a filer, a filing agent would be a filer
with an EDGAR account.
‘‘Single-member company’’ would
describe a company that only has a
single individual who acts as the sole
equity holder, director, and officer (or,
in the case of an entity without directors
and officers, holds position(s)
performing similar activities as a
director and officer).
‘‘Technical administrator’’ would
mean an individual that the filer
authorizes on the dashboard to manage
the technical aspects of the filer’s use of
EDGAR APIs on the filer’s behalf.
‘‘User’’ would mean an individual
that the filer authorizes on the
dashboard to make submissions on
EDGAR on the filer’s behalf.
Other terms would identify new
applications and upgrades to access and
maintain filers’ accounts on EDGAR,
including:
‘‘Application Programming Interface’’
(API) would be defined as a software
interface that allows computers or
applications to communicate with each
other. As discussed in Section III. D.,
the relevant APIs would include those
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that give filers the option to automate
submissions on EDGAR and to retrieve
certain submission-related information.
‘‘Dashboard’’ would mean an
interactive function on EDGAR where
filers manage their EDGAR accounts and
where individuals that filers authorize
may take relevant actions for filers’
accounts.
‘‘Individual account credentials’’
would mean credentials issued to
individuals for purposes of EDGAR
access, as specified in the EDGAR Filer
Manual, and used by those individuals
to access EDGAR. (As previously
mentioned, we currently anticipate that
the EDGAR Filer Manual would specify
that individual account credentials must
be obtained through Login.gov, a sign-in
service of the United States Government
that employs multi-factor
authentication.)
Collectively, these terms would assist
in implementing the proposed rule and
form amendments by clarifying how the
proposed requirements would apply.
The amendments would also update
or delete outdated terminology from
certain definitions in Rule 11, such as
references to ‘‘telephone sessions’’ in
the definition of ‘‘direct
transmission.’’ 94 Although some filers
may still use dial-up internet to access
EDGAR, we expect that nearly all filers
currently rely on broadband, cable, or
other internet technologies.
Finally, we propose updating the
definition of ‘‘EDGAR Filer Manual’’ to
more clearly describe its contents. Rule
11 currently defines ‘‘EDGAR Filer
Manual’’ as ‘‘. . . setting out the
technical format requirements for an
electronic submission.’’ The EDGAR
Filer Manual has been updated over
time, however, to include additional
requirements for filers, including those
pertaining to seeking EDGAR access,
maintaining EDGAR company
information, and submitting online
filings. We therefore propose to update
the EDGAR Filer Manual definition
accordingly to indicate the inclusion of
these procedural requirements. We
believe that the amended definition, if
adopted, would better inform filers of
the scope of the EDGAR Filer Manual
requirements.
Requests for Comment
26. Do the proposed amendments to
Rule 11 appropriately define the
necessary terms in EDGAR Next? If not,
94 Compare the definition of ‘‘direct
transmission’’ in Rule 11 of Regulation S–T (‘‘the
transmission of one or more electronic submissions
via a telephonic communication session’’) with the
definition of ‘‘direct transmission’’ in proposed
Rule 11 of Regulation S–T (‘‘the transmission of one
or more electronic submissions’’).
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please explain. Are there any additional
terms that should be defined and, if so,
why?
27. As proposed, should we amend
certain terms to update terminology or
more clearly define existing definitions?
Are there any proposed terms that are
inconsistent with existing definitions or
concepts or that otherwise should not be
defined? Should any additional terms be
revised to update outdated terminology
or to clarify existing definitions? Please
be specific.
3. Form ID
Form ID is an online fillable form that
must be completed and submitted to the
Commission by all individuals,
companies, and other organizations who
seek access to file electronically on
EDGAR.95 Among other things, Form ID
seeks information about the identity and
contact information of the applicant.
The proposed amendments to Form ID
include proposed changes to
information required to be reported on
the form as well as technical changes.
As outlined above, the proposed
amendments to Form ID would require
an applicant for EDGAR access to
undertake certain additional disclosure
obligations, including most
significantly:
(1) Designating on Form ID specific
individuals the applicant authorizes to
act as its account administrators to
manage its EDGAR account on a
dedicated dashboard on EDGAR.
Applicants would generally be required
to authorize two account administrators,
although individuals and single-member
companies would only be required to
authorize one account administrator. If
a prospective account administrator was
not (1) the applicant (in the case of an
individual applicant) or (2) an employee
of the applicant or its affiliate (in the
case of a company applicant), the
applicant would also be required to
disclose the prospective account
administrator’s employer and CIK, if
any, and provide a notarized power of
attorney to authorize the individual to
manage the applicant’s EDGAR account
as an account administrator.
(2) The applicant’s Legal Entity
Identifier (‘‘LEI’’) number if any.
• The LEI is a unique identifier
associated with a single corporate entity
and is intended to provide a uniform
international standard for identifying
counterparties to a transaction.
• Although there are certain modest
costs to obtain and maintain an LEI, fees
95 Compare Rule 10(b) (providing that each
registrant, third party filer, or agent seeking EDGAR
access must submit Form ID) with proposed Rule
10(b) (providing that each electronic filer seeking
EDGAR access must submit Form ID).
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are not imposed on data users for usage
of or access to LEIs, and all of the
associated reference data needed to
understand, process, and utilize the
LEIs are widely and freely available and
not subject to any usage restrictions.96
• Applicants that have not yet
obtained an LEI would not be required
to obtain one.
• The inclusion of LEI information
would facilitate the ability of
Commission staff to link the identity of
the applicant with information reported
on other filings or sources that are
currently or will be reported elsewhere,
if LEIs become more widely used by
regulators and the financial industry.
(3) Providing more specific contact
information about the filer, and the
filer’s account administrator(s),
authorized individual (the individual
authorized to submit Form ID on the
filer’s behalf, as defined in the EDGAR
Filer Manual), and billing contact
(including mailing, business, and billing
information, as applicable).
• More specific contact information
would allow Commission staff to reach
account administrators, authorized
individuals, and billing contacts
associated with the filer when
necessary.
(4) Specifying 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.
• Information about whether the
applicant or certain individuals named
on Form ID may be subject to relevant
bars and prohibitions (including but not
limited to officer and director bars,
prohibitions from associating with
brokers, dealers, investment advisers,
and/or other securities entities, and bars
from participation in certain industries)
would allow Commission staff to
determine whether such bars or
prohibitions are relevant to the
application for EDGAR access.
• Individuals disclosing the existence
of a criminal conviction, or civil or
administrative injunction, bar,
suspension, or ban may be contacted by
SEC staff to determine the applicant’s
eligibility for EDGAR access.
96 The cost of obtaining and maintaining an LEI
is approximately $50 to $65 per year. See LEI Price
List, LEI Register, available at https://www.leiidentifier.com/lei-price-list/#:∼:text=
LEI%20application%20and%20registration%20
price,%2D%20%24250
(%24%2050%20%2F%20year).
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(5) Indicating whether the applicant,
if a company, is in good standing with
its state or country of incorporation.
• Good standing generally means a
company is legally authorized to do
business in the relevant state or country
and has filed all required reports and
paid all related fees to the relevant
jurisdiction.
• Although the lack of good standing
would not prevent a company from
obtaining EDGAR access, this
information could be relevant in
determining whether it may be
appropriate for the staff to review
additional documentation as part of its
assessment of the application.
(6) Requiring submission of a new
Form ID if the applicant claims to have
(i) lost electronic access to its existing
CIK account or (ii) assumed legal
control of a filer listed on an existing
CIK account but did not receive EDGAR
access from that filer.
• Currently, applicants seeking to
obtain control of an existing EDGAR
account are required to submit certain
summary information but are not
required to submit a full application on
Form ID. To assist Commission staff in
determining whether applicants seeking
to obtain control of existing EDGAR
accounts are legitimate, we propose to
require such applicants to submit a new
Form ID. To facilitate the application
process, certain publicly available
corporate and contact information (such
as the filer’s name, ‘‘doing business as’’
name, foreign name, mailing and
business addresses, state/country of
incorporation, and fiscal year end)
would be automatically prepopulated
from EDGAR so that applicants would
not need to resubmit that information,
although applicants could update that
information on Form ID as necessary.97
(7) Requiring those seeking access to
an existing EDGAR account to upload to
EDGAR the documents that establish the
applicant’s authority over the company
or individual listed in EDGAR on the
existing account.98
In addition, we would make certain
conforming, formatting, and ancillary
changes to modernize Form ID without
significantly altering current disclosure
obligations. For example, a checkbox
would be added to each address field for
97 The filer would nevertheless need to submit a
COUPDAT to update its existing corporate and
contact information on EDGAR (other than the
filer’s account administrator information) if the
Form ID were granted. As they presently do, brokerdealers would submit a Form BD amendment to
FINRA to update their corporate and contact
information.
98 The EDGAR Filer Manual currently provides
guidance regarding what documents would be
sufficient to establish the applicant’s authority. See
EDGAR Filer Manual, Volume I, at Section 4(b).
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identification of non-U.S. locations,
which would improve data analytics. As
another example, company applicants
would be required to provide their
primary website address, if any, to
provide staff additional contact and
other information regarding the filer.
Further, certain disclosure warnings
that are currently listed in the EDGAR
Filer Manual and the landing page of
the EDGAR Filing website would be
incorporated into Form ID to more
clearly provide notice of those matters
to filers.99
Collectively, the proposed
amendments would enhance the
security of EDGAR by allowing
Commission staff to obtain more
information about the applicant and its
contacts for staff to confirm the identity
of the applicant and the individuals
associated with the applicant, assess
whether the application is properly
authorized, and determine whether
there are any other issues relevant to the
application for EDGAR access for staff’s
consideration.
Requests for Comment
28. Should any of the proposed
amendments to Form ID be revised or
removed and, if so, why or why not? For
example, should any limits or qualifiers
be placed on the proposed disclosure
requirement regarding 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 as a result of a
Federal or State securities law violation?
If so, why? Should this requirement
apply to each of the applicant, its
authorized individual, person signing a
power of attorney (if applicable),
account administrator, and billing
contact, or only to certain categories of
the aforementioned groups? Please
explain your answer. Likewise, should
the proposed requirement regarding
whether the applicant is in good
standing be revised or removed and, if
99 Proposed Form ID would include a section
titled ‘‘Important information’’ that would include
the following disclosure warning: ‘‘Misstatements
or omissions of fact in connection with an
application for EDGAR access and/or in a
submission on EDGAR may constitute a criminal
violation under 18 U.S.C. 1001 and 1030 and/or a
violation of other criminal and civil laws. If the SEC
has reason to believe that an application for EDGAR
access and/or a submission on EDGAR is
misleading, manipulative, and/or unauthorized, the
SEC may prevent acceptance or dissemination of
the application/submission and/or prevent future
submissions or otherwise remove a filer’s access to
EDGAR pursuant to Rule 15 of Regulation S–T, 17
CFR 232.15.’’
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so, why? For example, if applicable,
should we also require an explanation
of why the applicant is not in good
standing? Why or why not?
29. Would the proposed amendments
to Form ID appropriately support the
EDGAR Next changes to filer access and
account management? Why or why not?
Should Form ID require any additional
information, or should any of the
information proposed to be required be
revised or deleted? Please explain.
30. Should Form ID be revised to
require or allow applicants to provide
the reason they are applying for access?
For example, if applicants have an
urgent upcoming filing deadline, should
applicants be required or permitted to
provide that information?
F. Transition Process
We believe that, if the proposed rule
and form amendments are adopted and
the technical changes are implemented,
it would be efficient for the Commission
and for the approximately 220,000
active EDGAR filers—those who made a
submission on EDGAR in the last two
years—to accomplish the transition to
EDGAR Next over a period of several
months, as set forth below.100 We
anticipate that mandatory enrollment
would begin one month after adoption
and remain open for six months
thereafter (the ‘‘Enrollment Period’’).
During the Enrollment Period,
existing filers would continue to file on
EDGAR using the EDGAR filing
websites, as they presently do, by
logging on with the relevant CIK and
password. The individual account
credentials would not yet be used, nor
would use of the dashboard to manage
the account be required.
Applicants that seek EDGAR access
subsequent to the compliance date
would be immediately subject to the
EDGAR Next requirements, if adopted.
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1. Individual Account Credentials
If the Commission adopts the
proposed amendments, individuals
could seek individual account
credentials in the manner to be
specified in the EDGAR Filer Manual in
advance of the required Enrollment
Period. As a result, when the
Enrollment Period begins, filers could
immediately enroll the individuals with
individual account credentials. Further,
100 Of these 220,000 EDGAR accounts,
approximately 149,000 represent entity filers and
approximately 71,000 represent individual filers. In
total, regardless of account activity, there are
approximately 1,000,000 filer accounts in EDGAR.
We believe that the vast majority of the
approximately 800,000 EDGAR filer accounts for
which no filings have been made in the last two
years are defunct and therefore would not transition
to EDGAR Next.
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if the Commission adopts the proposed
amendments and implements the
EDGAR Next changes, and requires
Login.gov as the individual account
credential provider, we anticipate that
individuals with existing Login.gov
accounts would be able to use those
accounts as their individual account
credentials for purposes of EDGAR
access.
2. Enrollment
Existing filers would enroll on an
enrollment page on the EDGAR Filer
Management website without
submitting a Form ID. We intend to
provide two options: (a) manual
enrollment of single EDGAR accounts
on an account-by-account basis; and (b)
enrollment of multiple accounts
simultaneously.
a. Manual Enrollment for a Single
EDGAR Account
As a preliminary matter, each existing
filer would be required to authorize two
individuals to manage the filer’s EDGAR
account as account administrators, with
the exception of individuals and singlemember companies, which would be
required to authorize one account
administrator. On behalf of each
existing filer, one account administrator
would enter their individual account
credentials to log in to an enrollment
page on EDGAR. The account
administrator would manually enter the
filer’s CIK, CCC, and EDGAR
passphrase101 to ensure that a properly
authenticated individual is enrolling the
filer. If EDGAR authenticated that data,
the account administrator would enter
account administrator names, business
contact information, and the email
addresses used to obtain individual
account credentials. By entering that
information, the filer would indicate its
authorization of the listed individuals as
the filer’s account administrators, as
well as the accuracy of the information
provided.
Each EDGAR account would enroll
once. If there was an attempt to enroll
an EDGAR account that had already
been enrolled, the subsequent attempted
enrollment would be denied. An
individual filer who makes filings with
respect to multiple companies (e.g., the
CEO of one company who is also on the
board of directors of other companies)
may have more than one filing agent
101 Filers that have forgotten or lost their CCC
could change or regenerate it using their PMAC or
passphrase. Filers that have lost or forgotten their
passphrase could reset it by sending a security
token to the email associated with the account.
Filers that have lost or forgotten their passphrase
and that no longer have access to the email
associated with the account would have to reapply
for EDGAR access on Form ID.
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and/or representatives at such
companies who have access to her CIK,
CCC, and EDGAR passphrase.
Accordingly, it would be advisable for
any such filer to designate one filing
agent or company representative to
enroll her EDGAR account and to then
communicate such enrollment to the
other filing agent(s) and/or company
representatives. Such other filing
agent(s) and/or company representatives
may then be added as an account
administrator, user, or delegated entity
through the dashboard.
After enrolling the filer, an account
administrator could access the filer’s
dashboard. There, the account
administrator, on behalf of the filer,
would be able to add account
administrators, users, and technical
administrators, and delegate authority to
file to other filers. Any individuals to be
authorized on the filer’s account would
be required to possess individual
account credentials.
b. Bulk Enrollment of Multiple EDGAR
Accounts
We plan to permit the simultaneous
bulk enrollment of multiple EDGAR
accounts, together with those filers’
account administrators. We expect that
filing agents, as well as individuals and
entities that control multiple EDGAR
accounts, would find this an efficient
and time-saving function.
An individual authorized to enroll the
relevant filer accounts would log in to
an enrollment page on EDGAR with
their individual account credentials.
There, the individual would complete
and upload a spreadsheet in a format to
be specified that could accommodate
multiple rows of data. Each row would
pertain to a single existing filer. The
individual would enter data for each
filer on each row, including CIK, CCC,
and EDGAR passphrase to ensure that
enrollment is being performed by a
properly authenticated individual. In
addition, the individual would enter on
each row information regarding the
filer’s prospective account
administrators, including names,
business contact information, and email
addresses associated with the individual
account credentials of the account
administrators, to indicate that the filer
authorizes those account administrators
to manage its EDGAR account. Under
the bulk enrollment method, two
account administrators would be
required for each filer (including
individuals and single-member
companies), in part due to logistical
difficulties associated with
simultaneously validating the minimum
number of account administrators for
multiple filers, and in part because we
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expect that bulk enrollment would be
used by larger filers and filers using
filing agents likely to have at least two
account administrators. We intend to set
a limit of 100 existing filers (100 rows)
per bulk enrollment.
As discussed above, enrollment
would only occur once per EDGAR
account. Any additional changes that
are needed to be made (e.g., adding
additional account administrators)
would have to be performed by the
account administrators who had been
added during the enrollment process.
After the filer was enrolled, the account
administrators could access the
dashboard to add additional account
administrators, users, technical
administrators, and delegated entities.
3. Compliance
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We anticipate that the compliance
period would start six months after the
beginning of the Enrollment Period. In
response to our 2021 Request for
Comment, commenters requested a
transition period ranging from 12
months to three years.102 We considered
those comments, and we believe that the
transition process we are contemplating
should provide sufficient opportunity
for existing filers to transition to EDGAR
Next. The transition process would
include an initial, separate period
during which individual account
credentials could be established, as well
as a six-month Enrollment Period
during which filers would access the
dashboard, authorize individuals in
relevant roles, and make any needed
delegations. We further contemplate
providing a bulk enrollment option to
allow enrollment of multiple filers
simultaneously.
If the rule and form changes are
adopted, and the related technical
changes are to be implemented, we plan
to provide an EDGAR Next Adopting
Beta environment to allow commenters
to evaluate and test the EDGAR Next
changes, to prepare necessary software,
and to assist filers in preparing for the
changes.
Existing EDGAR filers that fail to
enroll by the compliance date would
lose EDGAR access and would be
102 See, e.g., McGuire Woods Comment Letter
(recommending at least 12 months for individual
filers, on the grounds that filers would need that
time to create individual account credentials,
enable multifactor authentication, and designate a
filer administrator); DFIN Comment Letter
(asserting that it could take 12–18 months for filers
to migrate, and recommending a 18–24 month
transition period with longer lead times for smaller
filers); Workiva Comment Letter (recommending a
transition period of one year, and separately citing
its own survey results indicating more than 66% of
respondents indicated a transition period of one to
three years would be appropriate).
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required to reapply for EDGAR access
on Form ID.
If the Commission adopts the
proposed rule and form changes, we
expect that staff would provide
additional support for filers
transitioning to EDGAR Next, such as by
posting practical information and
guidance on the EDGAR—Information
for Filers 103 and EDGAR—How Do I 104
pages on SEC.gov, as well as providing
a devoted help desk to assist filers.
Requests for Comment
31. Does the planned transition
process adequately address the needs of
filers and filing agents with regard to
implementation of EDGAR Next? If not,
what changes should be made to the
transition process, and why?
32. How long would it take existing
filers to transition to EDGAR Next? As
planned, the Enrollment Period would
begin one month after adoption of the
proposed rule and form changes. Is this
a sufficient amount of time for filers to
prepare for enrollment and, if not, why?
Is an Enrollment Period of six months
sufficient for filers to enroll their
EDGAR accounts via manual or bulk
enrollment and, if not, why? Should
existing filers transition their EDGAR
accounts on a specific schedule during
the Enrollment Period (e.g., large filers
must transition by date X, medium filers
by date Y, etc.) or, as contemplated,
should we allow filers to decide when
to transition to EDGAR Next so long as
they do so prior to the compliance date?
33. We plan to require CIK, CCC, and
EDGAR passphrase in order for both
individual and bulk enrollments to be
accepted by EDGAR. Would alternate
credentials be more appropriate and, if
so, what credentials should be used? In
particular, are passphrases typically
maintained by filing agents and, if not,
how burdensome would it be for filing
agents to obtain and maintain their
clients’ passphrases? In situations where
filers no longer know their passphrases
or those passphrases are no longer
recognized in EDGAR, how burdensome
would it be for filers to obtain new
passphrases?
34. Following enrollment, what
notification, if any, should be provided
to the existing EDGAR POC for the filer?
Although filers are currently required to
list a contact address, telephone
number, and email address as part of
their EDGAR contact information, we
understand that many EDGAR filer
accounts that were created before email
103 See ‘‘EDGAR—Information for Filers’’ web
page at https://www.sec.gov/edgar/filer-information.
104 See ‘‘EDGAR—How Do I’’ FAQs at https://
www.sec.gov/edgar/filer-information/how-do-i.
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65543
addresses became mandatory never
added an email address. Should we
require acknowledgment or
confirmation from the existing EDGAR
POC to complete enrollment of an
EDGAR filer account, or should
completion of enrollment be delayed
until a certain period of time has passed
without objection from the existing
EDGAR POC? If so, what should be the
waiting period before enrollment could
be completed, keeping in mind the
interest of filers seeking to quickly
transition to EDGAR Next?
35. Should we permit the bulk
enrollment of multiple EDGAR
accounts, as planned? Are there
particular steps the Commission should
take to minimize risks associated with
enrollment? For example, should the
CCCs of enrolled filers be automatically
reset as a security precaution after
enrollment is accepted? If the CCC is
automatically reset, what notification, if
any, should be provided to the existing
EDGAR contact for the filer?
36. To what extent would bulk
enrollment present logistical or other
burdens for filers with multiple filing
agents or unaffiliated third-party
account administrators? For example, if
the filer’s CCC were automatically reset
after bulk enrollment, to what extent
could this cause confusion if the filer
had multiple filing agents and some of
them were inadvertently not included as
account administrators in the bulk
enrollment? Instead of the CCC being
reset after enrollment, should the CCC
be reset at the compliance date for each
enrolled CIK?
37. Are there any extenuating
circumstances that would justify filers
being exempted from having to enroll by
the compliance date, or that would
allow non-complying existing filers to
maintain their EDGAR access following
the compliance date? If so, please
explain.
G. General Request for Comment and
EDGAR Next Proposing Beta
In conjunction with this proposing
release, the Commission will make
available an EDGAR Next Proposing
Beta environment where filers may
preview and test the planned EDGAR
Next changes. The EDGAR Next
Proposing Beta generally should allow
filers to view how the proposed changes
would be reflected in EDGAR. We
currently anticipate that the EDGAR
Next Proposing Beta will be available on
or about September 18, 2023, and will
remain available for at least six months
thereafter. Any filer may sign up to
access the EDGAR Next Beta. The
Commission will provide more
information regarding the EDGAR Next
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Proposing Beta through an information
page on SEC.gov.
We request and encourage any
interested person to submit comments
on any aspect of EDGAR Next, other
matters that might have an impact on
EDGAR Next, and suggestions for
additional changes. Comments are of
particular assistance if accompanied by
analysis of the issues addressed in those
comments and any data that may
support the analysis. We urge
commenters to be as specific as
possible.
In particular, we request comment on
the following issues.
38. Would the proposed rule and form
changes facilitate the responsible
management of EDGAR filer
credentials? Are there additional
changes that would encourage such
responsible management? Would the
changes create any undue burdens for
filers? If so, how could the proposed
rule and form changes be modified to
ease such burdens? Are there any other
concerns that the Commission should be
aware of with implementation of
EDGAR Next? Are there any conforming
or parallel changes that the Commission
should make to effectively implement
EDGAR Next?
39. Are there alternatives to the
dashboard that we should consider? For
example, are there alternative methods
that would enable filers to take the same
actions as they would using the
dashboard that would be easier to
implement or more user friendly? If so,
what are those alternatives? Please be
specific.
40. In connection with the EDGAR
Next changes, we intend to provide
APIs as described above to make
EDGAR submissions and to check
EDGAR submission status and
operational status. Are there alternatives
that would better accomplish the
objectives of secure, efficient, and
automated machine-to-machine
communication with EDGAR? If so,
please describe.
41. Are there any issues specific to
certain types of filers that should be
considered with regard to the EDGAR
Next changes? For example, assetbacked securities (‘‘ABS’’) issuers,
usually the depositor in an ABS
transaction, often create one or more
serial companies each year, each of
which is a separate legal entity with its
own CIK, even though each generally
has the same contact information as the
ABS issuer. Should new serial
companies have their account
administrator information automatically
copied from the ABS issuer’s account
administrator information, so those
account administrators could access the
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dashboards for those serial companies?
Likewise, should other information be
automatically inherited by new serial
companies from the ABS issuer, such as
the ABS issuer’s contact information,
users, and technical administrators (if
any)? If so, in order to ensure that the
ABS issuer has account administrator
information and other information that
could be copied to the new serial
company, would there be any issues
associated with requiring ABS issuers to
have transitioned to individual account
credentials before the ABS issuer can
create new serial companies? To what
extent are these concerns already
addressed by the delegation function,
given that delegation would allow filers
to delegate the authority to file to
another EDGAR account?
42. Separately, should we allow the
annual confirmations of administrators
and users for an ABS issuer to also
apply to the serial companies associated
with that ABS issuer, if the same
administrators, users, delegations, and
corporate and contact information are
associated with each serial company?
Why or why not? If so, should we allow
this more generally with regards to any
situation where the same
administrators, users, delegations, and
corporate and contact information are
associated with multiple CIKs? If some
but not all of that information is
identical for multiple CIKs (e.g., each
CIK has a different P.O. box or email
address listed for its business address),
should we allow a single confirmation
to apply to each of those CIKs and, if so,
what validation if any should we apply
to ensure that an account administrator
has properly reviewed the CIK’s
administrators, users, delegations, and
corporate and contact information?
43. While ABS issuers have been able
to create new CIKs, non-ABS related
filers have attempted to use the process
to create new CIKs without submitting
a Form ID. Would ABS issuers be
significantly impacted if the process
were limited only to existing CIKs that
have an EDGAR filing history that
includes ABS-related filings (including
but not limited to the following
submission types and forms—ABS–EE,
10–K, ABS–15G, 10–D, SF–1, SF–3 and
424H)?
44. Recent filing experience has
shown that ABS issuers have not been
using the ability to create new ABS
serial companies ‘‘on the fly’’ when
filing a 424H submission.105 If, as a
105 See generally ‘‘EDGAR—How Do I’’ FAQs at
the section titled ‘‘Create and obtain EDGAR access
for asset-backed securities (ABS) issuing entities,’’
available at https://www.sec.gov/page/edgar-howdo-i-create-and-obtain-edgar-access-asset-backed-
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result of EDGAR Next, the EDGAR
system no longer supported creating
ABS ‘‘on the fly’’ via filing either a 424H
or 424B submission, would that cause
any problems for ABS issuers? ABS
issuers would continue to be able to
create new CIKs for serial companies via
the ‘‘Request Asset-Backed Securities
(ABS) Issuing Entities Creation’’ option
in the EDGAR Filing website (known in
EDGAR as an ‘‘ABSCOMP’’
submission).106
45. Currently, EDGAR permits certain
filings to be submitted on behalf of
multiple filers, who are treated as coregistrants for purposes of the filing.
Would filers face difficulties in
delegating to co-registrants or
authorizing individuals to act as users
or account administrators for both the
filer and the co-registrant(s)? To what
extent, if any, should the EDGAR Next
changes provide special consideration
or treatment for EDGAR submissions by
co-registrants? For example, should the
dashboard allow filers to designate other
filers as ‘‘co-registrants’’ similar to how
filers would delegate other filers as
delegated entities, except that filing
authority would only exist with regards
to co-registrant submissions (e.g., the coregistrant could not submit a filing
solely on behalf of the filer)? If so, to
what extent should co-registrants be
treated differently from delegated
entities (e.g., with regards to user
groups, delegated admins, etc.)?
Alternately, should a user or account
administrator for a filer be able to
submit a co-registrant filing jointly on
behalf of the co-registrant by using the
co-registrant’s CIK and CCC (as is
currently the case), without being a user
or account administrator of the coregistrant? Why or why not? Please note
that for purposes of EDGAR Next
Proposing Beta, a filer will be able to
submit a co-registrant filing by inputting
the CCC and CIK of the co-registrant(s),
as is currently the case.
46. Should the Commission consider
other changes to EDGAR filer access and
account management processes in the
future? Why? Please be specific.
IV. Economic Analysis
The Commission is sensitive to the
economic effects, including the costs
and benefits, of its rules. The discussion
below addresses the potential economic
effects that may result from the rule and
form amendments we are proposing in
this release, and certain related
technical changes, including the
securities-abs-issuing-entities#section3 (discussing
the ‘‘on the fly’’ process).
106 Id. (discussing the creation of ABS issuing
entities).
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benefits and costs to investors and other
market participants as well as the
broader implications of the EDGAR Next
project for efficiency, competition, and
capital formation.107
A. Introduction
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Individuals and entities submit filings
electronically with the Commission
through EDGAR in order to comply with
various provisions of the Federal
securities laws. Filings on EDGAR are
not currently linked to a specific
individual authorized by the filer.
EDGAR access codes represent a
complex combination of several codes
with differing functions.108 This access
method is not aligned with standard
access processes and is hard to monitor
and manage. The Commission is also
aware that some filers may have failed
to maintain secure access to their
EDGAR accounts.109
The changes contemplated by EDGAR
Next would modernize the mechanism
by which filers and designated
individuals acting on filers’ behalf
obtain access to EDGAR, streamline the
management of filers’ accounts, and
offer three optional APIs that would
allow filers to interface with the EDGAR
system. EDGAR Next would benefit both
the Commission and filers by enabling
the Commission to identify specific
individuals making filings on behalf of
filers and by simplifying procedures for
accessing EDGAR in a way that allows
filers to leverage the Commission’s web
function to reduce cost. Enhancing the
security of EDGAR would better protect
against unauthorized access to the
EDGAR system thereby decreasing the
likelihood of unauthorized filings
107 Section 2(b) of the Securities Act (15 U.S.C.
77b(b)), section 3(f) of the Exchange Act (17 U.S.C.
78c(f)) and section 2(c) of the Investment Company
Act (15 U.S.C. 80a–2(c)) require the Commission,
when engaging in rulemaking where it is required
to consider or determine whether an action is
necessary or appropriate in (or, with respect to the
Investment Company Act, consistent with) the
public interest, to consider, in addition to the
protection of investors, whether the action will
promote efficiency, competition, and capital
formation. Further, section 23(a)(2) of the Exchange
Act (17 U.S.C. 78w(a)(2)) requires the Commission,
when making rules under the Exchange Act, to
consider the impact that the rules will have on
competition, and prohibits the Commission from
adopting any rule that would impose a burden on
competition not necessary or appropriate in
furtherance of the purposes of the Exchange Act.
The technological changes contemplated by EDGAR
Next would work together with the proposed rule
and form amendments to enhance EDGAR access
requirements. Because it is difficult to isolate the
economic effects associated with the technological
changes from those attributable solely to the
proposed rule and form amendments, for purposes
of this economic analysis, we have considered these
effects collectively.
108 See supra note 26.
109 See supra note 27.
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impacting the market and potentially
imposing economic and reputational
costs on the public, the filer, and the
Commission.
As discussed in greater detail in
Section III above, EDGAR Next would:
• Offer a dashboard where filers
would manage their EDGAR accounts
and where individuals that filers
authorize could take relevant actions for
filers’ accounts.
• Require each filer to authorize and
maintain individuals as its account
administrators to act on behalf of the
filer to manage the filer’s EDGAR
account in accordance with the EDGAR
account access and account
management requirements set forth in
this proposal and the EDGAR Filer
Manual. Only those individuals who
obtained individual account credentials
could be authorized to act on the filer’s
behalf to manage its EDGAR account.
• Require each filer, through its
authorized account administrators, to
confirm annually that all account
administrators, users, delegated entities,
and technical administrators reflected
on the dashboard for the filer’s EDGAR
account are authorized by the filer and
that all information regarding the filer is
accurate (generally including the filer’s
corporate and contact information).
• Require each filer, through its
authorized account administrator(s), to
maintain accurate and current
information on EDGAR concerning the
filer’s account, and securely maintain
information relevant to the ability to
access the filer’s EDGAR account.
• Allow individuals designated as
account administrators to file on
EDGAR on the filer’s behalf and
authorize other individuals as users to
file.
• Allow filers to authorize delegated
entities to file on their behalf. Delegated
entities would be subject to the same
requirements applicable to all filers.
• Offer optional APIs for machine-tomachine submissions and retrieval of
related filing information. Require filers
who opt to use the APIs to, through
their account administrator(s), authorize
at least two technical administrators to
manage the technical aspects of the
APIs.
• Amend Rules 10 and 11 under
Regulation S–T and Form ID to codify
the above requirements for filers, to add
and define new terms as part of this
proposal, and to capture additional
information during the application for
EDGAR access, respectively.
The discussion below addresses the
potential economic effects of the
EDGAR Next changes, including the
likely benefits and costs, as well as the
likely effects on efficiency, competition,
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65545
and capital formation. At the outset, we
note that, where possible, we have
attempted to quantify the benefits, costs,
and effects on efficiency, competition,
and capital formation expected to result
from the contemplated changes. In
many cases, however, the Commission
is unable to quantify certain economic
effects because it lacks the information
necessary to provide estimates or
ranges. In those circumstances in which
we do not have the requisite data to
assess the impact of the EDGAR Next
changes, we have analyzed their
economic impact qualitatively.
B. Baseline
The current set of requirements to
obtain access to and file on the
Commission’s EDGAR system, as well as
the account management practices as
they exist today, serve as the baseline
from which we analyze the economic
effects of the EDGAR Next changes.
Filers are comprised of any individuals
and entities that make a submission
electronically through EDGAR. For
example, directors and executives of
many public companies have reporting
obligations under section 16 of the
Securities Exchange Act of 1934.110
Entities consist of public operating
companies, investment companies,
broker-dealers, transfer-agents, and
other institutions who have filing
obligations with the Commission. The
parties directly affected by EDGAR Next
are current and prospective filers as
well as relevant individuals or entities
acting on filers’ behalf. In 2022, the
Commission received approximately
79,457 Form ID submissions.111 From
2018 to 2022, an average of
approximately 62,061 Form IDs were
submitted per year to the
Commission.112
Individuals and entities who seek to
file on EDGAR apply for access in
accordance with Rule 10 of Regulation
S–T by completing Form ID, the
uniform application for access codes to
file on EDGAR.113 Form ID currently
110 See
15 U.S.C. 78p.
number includes 69,651 applications
from prospective filers without CIKs, 9,390
applications from filers who had lost EDGAR access
and were seeking to regain access to EDGAR
(currently submitted as passphrase updates, but
under the proposal would be submitted on Form
ID), and 416 applications from filers with CIKs who
had not yet filed electronically on EDGAR.
112 Similarly, this number includes applications
from prospective filers without CIKs, applications
from filers who had lost EDGAR access and were
seeking to regain access to EDGAR (currently
submitted as passphrase updates, but under the
proposal would be submitted on Form ID), and
applications from filers with CIKs who had not yet
filed electronically on EDGAR.
113 See supra note 23.
111 This
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collects the applicant’s contact
information, along with the applicant’s
EDGAR POC. Upon approval, the filer
receives a unique CIK, and the EDGAR
POC generates access codes (including a
password), using their CIK and
passphrase from the Filer Management
website, which allows the filer to make
submissions on its EDGAR account.
EDGAR filers are required to renew their
EDGAR password annually. Currently,
EDGAR system access has not
incorporated multi-factor authentication
to validate individuals accessing
EDGAR and simplify password retrieval.
Additionally, the Commission has no
systematic way to determine with whom
the filer has shared EDGAR access
codes, or when the filer has revoked
authorization. Filers are responsible for
safeguarding their access codes and
monitoring the number of individuals
authorized to receive the codes.114
Certain filers and filing agents currently
devise their own internal systems to
track who possesses their EDGAR access
codes. Because the Commission does
not collect the personal information of
the specific individual who makes the
submission, nor does the Commission
issue identifying credentials to
individuals acting on behalf of filers
when filings are submitted, the
Commission is currently unable to
match filings to specific individuals
who made the filings. EDGAR receives
a large volume of filings, typically more
than 500,000 per calendar year, and has
approximately 220,000 active filers, of
which approximately 149,000 represent
entities and approximately 71,000
represent individuals.115
The majority of Commission filings
are made by filing agents on behalf of
their client filers.116 Certain filing
agents and filers use proprietary custom
software to interface with EDGAR to
mimic a machine-to-machine
submission process and eliminate the
need for individual human web-based
interaction with the EDGAR filing
websites. To create this custom
software, data are extracted from the
EDGAR filing websites and the custom
software is configured to mimic a webbased interaction. This model of
interaction with EDGAR requires
frequent maintenance, however, since
whenever EDGAR filing websites
change their content or structure, those
changes impact the custom software.
Although Commission staff does not
provide technical or other support for
custom software for interaction with
EDGAR, staff seeks to minimize filing
114 See
supra note 27.
supra note 100.
116 See supra note 28.
disruptions and strives to provide notice
to filers prior to making website
changes. As a result, however, technical
changes (e.g., maintenance, updates,
etc.) to be implemented in EDGAR may
be slowed by the fact that staff has to
consider downstream custom software
configurations.
C. Consideration of Benefits and Costs
as Well as the Effects on Efficiency,
Competition, and Capital Formation
1. Benefits
The EDGAR Next changes seek to
enhance the security of EDGAR,
improve filers’ ability to securely
manage and maintain access to their
EDGAR accounts, facilitate the
responsible management of filer
credentials, and simplify procedures for
accessing EDGAR. EDGAR Next aims to
improve access by filers and enhance
security by identifying individuals who
submit filings on EDGAR. Improving
access by filers and the security of
EDGAR may increase the accuracy of
submissions to the Commission and
thereby the quality of the information
available on EDGAR, thus also
improving regulatory oversight. After an
initial setup burden described below,117
these changes could potentially reduce
the burden for reporting entities because
modernizing the EDGAR filing regime
could improve the accuracy and
efficiency of filing preparation.
Additionally, the improved accuracy
and efficiency of the filings submitted to
the Commission could reduce the costs
associated with receiving and
processing such submissions, in part by
reducing the time, processing, and
search costs, and accordingly aid the
Commission’s examination and
oversight functions. An increase in the
accuracy and quality of submissions
would boost the efficiency of the
Commission’s document review,
processing, and quality assurance.
Further, the public would generally
benefit from the implied increase in
informational efficiency resulting from
EDGAR Next changes as they use
EDGAR filings for investment decisions.
EDGAR Next would impose new
requirements on existing filers, relevant
individuals acting on their behalf, and
applicants for EDGAR access. These
requirements are designed to enhance
the security of EDGAR, and prevent the
unauthorized access to information and
systems by: (1) identifying and
authenticating individuals accessing
EDGAR; (2) requiring filers to authorize
account administrators to manage their
accounts; (3) providing an account
115 See
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117 See
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management dashboard to simplify the
management of EDGAR accounts and
facilitate account administrators in their
compliance; (4) requiring filers, through
their account administrators, to
annually confirm the individuals with
roles on the filer’s dashboard, and to
maintain accurate and current
information on EDGAR concerning the
filer’s account while securely
maintaining information relevant to
access the filer’s EDGAR account; and
(5) providing a machine-to-machine
solution for filers to interface with
EDGAR.
a. Individual Account Credentials
The amendments to Rule 10 would
provide that filers may only authorize
individuals on the dashboard if those
individuals have obtained individual
account credentials in a manner to be
specified in the EDGAR Filer Manual.
The Commission also anticipates
requiring multi-factor authentication
(which we anticipate would be
performed through Login.gov).118 We
believe that by imposing the
requirement to require individual
account credentials for the individuals
accessing the dashboards for all existing
and prospective EDGAR filers, EDGAR
Next would generally improve the
security of the EDGAR system in three
different ways. First, this requirement
would eliminate the need for filers to
share their EDGAR access codes with
various individuals acting on behalf of
the filer, reducing the likelihood of an
unauthorized individual gaining access
to the filer’s account. For example, a
personnel change or management
reorganization at the filer could create a
situation where previously authorized
filing agents or former employees of the
filer lose their privileges, but still
possess the EDGAR access codes. The
risk of unauthorized access is
heightened when there is no internal
method of tracking possession of
EDGAR access codes. Second,
individual account credentials provide a
means of associating any given filing
with the particular individual who
submitted such filing. The ability to
associate the relevant individuals to the
filings they submitted would benefit the
Commission and the filer in resolving
issues with problematic filings. Third,
individual account credentials would
provide an additional layer of validation
with the anticipated requirement of
multi-factor authentication that would
118 In connection with the proposed amendments,
the Commission also proposes to amend Rule 11
under Regulation S–T, ‘‘Definitions of terms used
in this part,’’ to add and define new terms as part
of this rulemaking, and update the definitions of
existing terms as needed.
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require users to present a combination
of two or more credentials for access
verification, thereby strengthening
identity verification and the security of
access to EDGAR.119
b. Account Administrators
The proposed amendments to Rule 10
also would require filers to authorize
account administrators to act on the
filers’ behalf to manage their accounts.
Currently, anyone who possesses a
filer’s access codes can make a filing on
that filer’s EDGAR account. If the codes
are shared or left unprotected by the
people who have them, they may be
obtained by someone who could use
them to make an unauthorized filing,
and neither the filer nor Commission
staff would be able to easily trace the
unauthorized filing through EDGAR to
the individual who made it. Under
EDGAR Next, account administrators
would improve the security of EDGAR
because account administrators would
oversee and monitor the filer’s account.
Account administrators would have the
ability to authorize, remove authority,
and track all individuals acting on the
filer’s behalf, thereby reducing the risk
of unauthorized access to the filer’s
account. The account administrator’s
monitoring of the filer’s account would
allow for prevention and timely
detection of potential harms resulting
from unauthorized access. It is difficult
to quantify the potential benefits to
filers of these aspects of the proposed
changes because they would depend, in
part, on the security risks faced by filers
and the effectiveness of their existing
systems to protect against unauthorized
use of EDGAR access codes.
Individual filers and filers who are
single-member companies would be
required, under proposed Rule 10(d)(2),
to authorize and maintain at least one
account administrator. The designation
of account administrators would also
help facilitate communication between
filers and the Commission, thus
reducing the risk of possible
interruptions in filer EDGAR activities.
Currently, filers designate a point of
contact on their Form ID to enable
communication with the Commission.
Correspondence between the
Commission and the EDGAR POC
regarding the filers’ account activities
may be delayed in the event that the
EDGAR POC is no longer associated
with the filer, because the filer may not
update their EDGAR POC information
with the Commission. All filers who are
not individuals or single-member
companies would be required to
authorize and maintain at least two
119 See
supra text following note 59.
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account administrators. The minimum
requirement of two account
administrators would lower the
likelihood of the previously mentioned
scenario. In addition, though the current
EDGAR POC receives the access codes
on behalf of the filer, he is not
necessarily authorized to act on behalf
of the filer. Under EDGAR Next, the
account administrator, on behalf of the
filer, would oversee all other designated
roles and would be responsible for the
management of the filer’s account.
c. Dashboard
Commission staff is also aware that
certain filers and filing agents currently
have internal systems that track which
individuals possess their EDGAR access
codes. The cost to these filers in
transitioning to the dashboard would be
the same as if they did not have an
internal system. We can infer that the
cost to these filers would be less on an
ongoing basis if they use the dashboard
instead of their current system due to
the elimination of ongoing maintenance
costs for their system. Moreover, the
dashboard would offer the advantage of
being a uniform system for all filers that
additionally allows Commission staff
visibility into individuals authorized to
act for the filer. This additional
qualitative benefit is not present for
current filer internal tracking systems.
Furthermore, filers without a system for
tracking individuals in possession of
EDGAR codes currently would be
afforded a tool to do so through EDGAR,
thereby facilitating compliance with
their existing and proposed obligation to
securely maintain access to their
accounts.
As proposed, Rule 10(d)(6) essentially
codifies the current requirement for a
filer to securely maintain its EDGAR
access codes. Under the proposal, filers,
through their account administrators,
would be required to securely maintain
information relevant to the ability to
access their EDGAR accounts. Access to
the dashboard would require individual
account credentials, completion of the
anticipated requirement of multi-factor
authentication steps, and authorization
from account administrators. Because of
these security features, individuals in
designated roles on the dashboard could
safely access the CCC code to file on
behalf of the filers.120 This added
security feature would eliminate the
need to share the CCC codes with
various individuals thus minimizing the
risk of unauthorized access.
Additionally, the dashboard
functionality of EDGAR Next would
provide time and labor efficiencies in
120 See
PO 00000
supra note 26.
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65547
managing filers’ EDGAR accounts, while
facilitating compliance with the
proposed rule requirements:
First, the dashboard would have a
flexible user interface that would
provide time and labor efficiencies to
account administrators by facilitating
the management of filers’ EDGAR
accounts, and compliance with the
proposed changes. Through the
dashboard’s interface, an account
administrator would have access to
readily available information that would
facilitate compliance with proposed
Rule 10(d)(4), assist in tracking those
authorized to file on EDGAR, and
provide an opportunity for account
administrators to confirm the accuracy
of all information contained on the
dashboard. Furthermore, through the
dashboard’s interface, account
administrators could add an individual
as a user, account administrator, or
technical administrator for an EDGAR
account on the dashboard. Additionally,
using API tokens as a method of
authentication would eliminate the
need for manual individual account
credential multi-factor authentication.
This would decrease the time required
to submit filings, facilitate the ability to
pre-schedule and perform bulk filings,
and reduce the potential for error due to
manual processing and the risk of
missing deadlines. Moreover, through
the dashboard’s interface, account
administrators could generate a CCC for
newly issued CIKs. The CCC would be
securely saved in the dashboard visible
to all authorized account administrators
and users. The CCC would remain as the
code required for filing in the account.
Second, the dashboard would provide
additional time and labor efficiencies
through the user groups feature. This
functionality would particularly benefit
delegated entities in managing multiple
users and multiple filers’ delegations of
authority. EDGAR Next would allow up
to 500 users per filer, and delegated
users would be able to make
submissions on behalf of the delegating
filer. Assigning multiple users on an
individual basis to a given filer would
be time consuming and labor intensive,
which would be detrimental to filers
when they may need to make timesensitive filings. The user group feature
would streamline that process and allow
delegated entities to assign multiple
users to a specific filer at once. The
dashboard would harness the benefits of
technology and modernize the EDGAR
access and management functions while
providing filers the flexibility to adapt
to changes rapidly, which is significant
particularly in scenarios that could
negatively impact filing times.
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The institution of the user role would
particularly benefit large filers or filing
agents submitting multiple forms, for
multiple entities. Allowing up to 500
users per filer would increase the
likelihood of filling success for large
filers and filing agents by providing
these entities flexibility in assigning
multiple users to various user-groups.
Users would be able to remove
themselves as a user for a given filer,
thereby facilitating the maintenance of
updated dashboard information that
would benefit all affected parties.
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d. Proposed Rules 10(d)(4), (d)(5), and
(d)(6)
The proposed Rules 10(d)(4), (d)(5),
and (d)(6) would require the filer,
through its authorized account
administrators: to annually confirm that
all individuals reflected on the
dashboard for the filer’s EDGAR account
are authorized by the filer and that all
information regarding the filer on the
dashboard is accurate; to maintain
accurate and current information about
the filer on EDGAR; and to securely
maintain information relevant to the
ability to access the filer’s EDGAR
account. It would assist the filer in
tracking and confirming those
individuals and delegated entities
authorized to act on behalf of the filer,
and to remove those no longer
authorized. Confirming the accuracy of
individuals authorized to act on behalf
of filers while ensuring the safeguard of
account access related information
would enhance the security of EDGAR
by reducing the risk of unauthorized
access therefore reducing the likelihood
of unauthorized filings. The
Commission preliminarily believes that
to the extent that the risk of
unauthorized access is reduced, taking
measures that may prevent
unauthorized filings is inherently more
efficient than remediating the
consequences of such events after it
occurred.
Additionally, failure to perform the
annual confirmation of the information
on the dashboard would result in the
deactivation of the filer’s access and the
removal of individuals from the filer’s
account upon deactivation. Failure to
perform annual confirmation could
signal that the account has been
abandoned. Deactivation would further
benefit filers and all individuals
associated with the filer’s account by
protecting their information listed on
the dashboard. Proposed Rule 10(d)(5) is
analogous to the current requirements to
securely maintain EDGAR access and to
maintain accurate company information
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on EDGAR.121 Ensuring the accuracy of
filer’s relevant information contained in
EDGAR would increase the reliability of
such available information and thus
would enhance the Commission’s
oversight capabilities, which benefits
both the Commissions and the public.
Furthermore, accurate and reliable
EDGAR information would benefit the
filer by facilitating a timelier
remediation of problematic filings.
e. Optional APIs
In connection with the EDGAR Next
changes, the Commission would
provide optional APIs that would
permit filers to interface on a machineto-machine basis with the EDGAR
platform. These APIs would benefit
filers and the Commission by
automating filers’ connection to EDGAR
for submission and retrieval of certain
filing-related data and by reducing
network traffic to the Commission. The
Commission would offer three APIs: a
submission API, a submission status
API, and an operational status API.
With respect to the process for
submissions, the submission API would
benefit filers by allowing for more
secure submissions since prior to using
the APIs, the filer’s technical
administrator would be required to
generate a filer API token to
authenticate the filer, and the user
would be required to generate a user
API token to authenticate the user. The
API tokens would be confidential and
generated through the dashboard. The
above requirements would provide
additional assurance that the user is
indeed authorized to submit the
relevant filing.
The APIs would further streamline
the submission and retrieval process
since the use of APIs and user tokens
would allow automated server-to-server
authentication without the need for
manual login and multi-factor
authentication. As mentioned before,
many filing agents’ software use web
scraping to retrieve information from
EDGAR for filing purposes and to make
submissions. Though widely used,
scraping depends on the underlying
structure of the external web page being
scraped. Thus, any minor changes to the
underlying structure of the EDGAR
websites could impact the filers’
software. The APIs would provide a
more reliable way for filers to interact
with EDGAR since future changes to
EDGAR would likely not impact filers’
software.
Further, the submission status API
would allow filers to assess information
regarding submission status via
121 See
PO 00000
supra note 88.
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machine-to-machine communication.
The submission status API would allow
filers and filing agents to use their filing
application to simultaneously check the
status of multiple EDGAR submissions
in a batch process as opposed to
individually checking the submission
status of each submission after manually
logging into EDGAR. The submission
status API would increase the likelihood
that the Commission receives
submissions promptly by limiting the
risk of a failed submission through early
communication with the filers or their
authorized representatives, benefiting
the Commission, filers and filing agents.
An increase in the certainty and
timeliness of submission boosts the
overall information quality of the
EDGAR system.
By opting to use the APIs, filers
would further benefit by using direct
machine-to-machine connections that
would be approved and maintained by
the Commission (as opposed to current
third-party custom applications). As
described in Sections III.D.2 and 3, filers
and filing agents, as well as those using
third-party custom applications
continuously interact with the EDGAR
system inquiring as to the status of
submissions, or the operating status of
EDGAR. Such inquiries into EDGAR
create significant network traffic. For
example, this network traffic could be
more severe in the case of a large filing
agent checking the status of multiple
submissions. Instead of manually
logging into EDGAR and individually
checking the status of each submission,
the submission status and operational
status APIs would benefit the
Commission and filers by allowing filers
to simultaneously check the status of
multiple submissions in a batch process
as opposed to checking the status of
each submission individually, thereby
reducing network traffic created when
filers are repeatedly requesting the
status of their submissions, or the
operational status of EDGAR.
Additionally, a filer who opts to use
APIs would be required to authorize at
least two technical administrators, and
would be allowed a maximum of ten
technical administrators to facilitate
communication with the Commission
on API-related technical issues. This
would reduce the chance that filers’ API
access would be interrupted for any
unforeseen technical issues.
2. Costs
We believe that the costs associated
with EDGAR Next would primarily
result from compliance costs borne by
filers as described in the Paperwork
Reduction Act (‘‘PRA’’) analysis below,
associated costs to comply with new
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Rule 10 requirements, and the one-time
burden for filers to adjust their internal
filing application software to interface
with the APIs.122 While filers are not
currently subject to analogous specific
requirements regarding access, they are
nevertheless subject to the same general
requirements regarding securely
maintaining EDGAR access codes and
limiting the number of persons who
possess the codes.
The proposed additional disclosure
requirements for Form ID would entail
certain incremental compliance costs.123
For example, filers are already subject to
the disclosure requirements of Form ID
and under EDGAR Next we estimate for
purposes of the PRA that Form ID’s
burden hours would increase by 0.3
burden hours.124 Collectively, we
estimate the burden to all filers to
comply with the proposed amendments
to Form ID would be 47,674 hours per
year.125 Filers would also incur labor
costs associated with authorizing
account administrators, along with fees
associated with authorized individuals
granting powers of attorney to
designated individuals and delegated
entities if those individuals being
designated as account administrators are
not employees of the filer. However,
such costs would be mitigated by the
six-month enrollment period of EDGAR
Next, which would allow existing and
prospective filers to enroll their account
administrators without submitting a
Form ID. Other costs that could arise
from the proposal would stem from a
filer’s failure to perform, through its
authorized account administrator, the
required annual confirmation pursuant
to proposed Rule 10(d)(4). Failure to
perform the annual confirmation of the
information on the dashboard would
result in the deactivation of the filer’s
access, and the removal of individuals
associated with the filer’s account upon
deactivation.126 Filers would incur an
additional burden of submitting a new
Form ID application to regain access to
file on EDGAR, and re-issuing
invitations to any technical
administrators, users, and technical
administrators associated with their
account prior to deactivation. However,
these costs would potentially be
mitigated by EDGAR’s multiple notices
of the impending confirmation deadline
to account administrators on the
dashboard and by email.127
122 See
infra Section V.
infra Section V.
124 See infra note 140.
125 See infra note 141141.
126 See supra note 71.
127 See supra note 70.
123 See
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The Commission would further ease
the transition for filers by allowing
relevant individuals of the filer to
submit bulk enrollment of up to 100
filers and their account administrators.
This would particularly benefit large
filing agents enrolling multiple accounts
by saving time and labor costs. The
dashboard would require filers to incur
costs to set up their accounts, as set
forth in the PRA, and would require
some period of time to maintain
accurate and current information on
EDGAR, confirm annually on EDGAR
that all users, account administrators,
technical administrators, and/or
delegated entities reflected on the
dashboard for the filer’s EDGAR account
are authorized by the filer, and that the
filer’s information on the dashboard is
accurate, and securely maintain relevant
account access information, largely
depending on the number of users the
filer authorizes and the amount of
turnover of relevant personnel.128 We
recognize that due to these factors, the
burden incurred would vary across
filers. Filers with a large number of
users and significant turnover would
likely spend a greater amount of time
managing their dashboard accounts.
And filers with few users and little
turnover would likely have infrequent
need to manage individuals on the
dashboard. Similarly, larger filers
managing multiple CIKs would spend
more time performing their required
annual confirmation, and thus would
incur a higher associated compliance
cost associated. For purposes of the
PRA, we estimate that, on average, each
filer would incur one burden hour per
year managing their account in the
dashboard.129
Collectively, we estimate the burden
to all filers to comply with the proposed
new dashboard requirements would be
220,000 hours per year.130 However,
such burden would be mitigated by
active notifications and other
efficiencies provided by the dashboard
as an account management tool.
Filers or filing agents who choose to
use the optional APIs would incur a
one-time cost to adjust their internal
software systems to the new EDGAR
APIs. Given that the APIs are optional,
filers would presumably incur this cost
to the extent that the benefits of using
the APIs are expected to exceed the cost
of doing so. Further, for filers who
substitute the optional APIs for custom
filing software, the cost of adjusting
internal software systems to use the new
EDGAR APIs would be mitigated by the
128 See
infra Section V.B.
infra text preceding note 142.
130 See infra note 143143.
129 See
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elimination of current ongoing
maintenance costs associated with
adjusting their custom software each
time EDGAR undergoes changes. The
costs of developing software to use the
APIs would not apply to filers who do
not generally utilize custom filing
software, as these filers could continue
using the EDGAR websites to submit
their filings. We have observed that
small filers typically do not utilize
custom filing software and we expect
they will generally not incur these costs.
Furthermore, the Commission would
make available an EDGAR Next Beta to
facilitate a smooth transition process for
all affected parties.
We further estimate the direct costs to
filers or filing agents associated with the
proposed optional API requirements,
including time and personnel costs to
build a filing application integrated
with all functions to successfully
connect to the EDGAR APIs. Depending
on their existing software, complexity of
their application and individual
business models, among other factors,
these expenses are likely to vary across
filers. Based on Commission experience
from developing EDGAR Next the total
estimated cost per filer for filing
applications to connect to an EDGAR
API by an external programmer analyst
would range from $31,104 131 for filers
with a preexisting filing application to
$38,880 assuming the filers do not have
a preexisting filing application.132 The
total estimated burden hours for filers
developing their application internally
131 An outside Senior Programmer Analyst salary
range (national averages) is available from
www.payscale.com. Using data from the 75th
percentile, adjusting for a 1,800 hour work year,
and multiplying by the 5.35 factor which normally
is used to include benefits but here is used as an
approximation to offset the fact that New York
salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate
of $31,104 is based on the following calculation:
$5,184 to simply connect an existing filing
application to the API (16 hours = 2 days × 8 hours
per day for a Senior Programmer Analyst at a rate
of $324/hour) + $25,920 (80 hours = 2 weeks × 5
days per week × 8 hours per day for a Senior
Programmer Analyst at a rate of $324/hour to
configure the filing application correctly to be able
to use the API).
132 An outside Senior Programmer Analyst salary
range (national averages) is available from
www.payscale.com. Using data from the 75th
percentile, adjusting for a 1,800 hour work year,
and multiplying by the 5.35 factor which normally
is used to include benefits but here is used as an
approximation to offset the fact that New York
salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate
of $38,880 is based on the following calculation:
$12,960 to create a new filing application and
connect it to the API (40 hours = 5 days × 8 hours
per day for a Senior Programmer Analyst at a rate
of $324/hour) + $25,920 to configure the filing
application correctly to be able to use the API (80
hours = 2 weeks × 5 days per week × 8 hours per
day for a Senior Programmer Analyst at a rate of
$324/hour).
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would range between 96 burden
hours 133 and 120 burden hours.134
Filers who choose to use the APIs
would also incur the additional cost of
authorizing two technical
administrators to manage the technical
aspects of the APIs. We do not expect
that filers would need to hire new
employees to fill the technical
administrator role since the primary
responsibilities for the technical
administrator are to generate the filer
API token on an annual basis and
securely store it within a filer’s
application. For purposes of the PRA,
we estimate that filers would incur a
burden of one hour per year per CIK
with respect to the technical
administrators’ responsibilities,
depending on security standards
imposed by the filer or filing agent.135
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3. Effects on Efficiency, Competition,
and Capital Formation
EDGAR Next would increase the
efficiency of filings and filing
preparation by improving the accuracy
of submissions and improving
regulatory oversight into filings. The
Commission preliminarily believes that
enhancements to EDGAR security from
the proposed EDGAR Next changes may
improve efficiency by minimizing the
risk of unauthorized access thus
reducing the likelihood of unauthorized
filings. Facilitating access and
improving the tracking mechanism of
who files on EDGAR would increase
public confidence in the large amount of
information submitted through EDGAR.
Moreover, an increase in the accuracy
and timeliness of processing
submissions would boost the efficiency
of the Commission’s document review,
processing, and quality assurance.
Enhancing the security of EDGAR
would better protect against
unauthorized access to the EDGAR
system, thereby reducing the possibility
of unauthorized filings that could have
a distorting impact on the market.
Strengthening filing security could
marginally increase investor confidence
and promote effective and wellfunctioning capital markets. The public
133 The estimate is based on the following
calculation: 16 hours to simply connect an existing
filing application to the API by a Senior
Programmer Analyst (16 hours = 2 days × 8 hours
per day) + 80 hours (80 hours = 2 weeks × 5 days
per week × 8 hours per day) for a Senior
Programmer Analyst to configure the filing
application correctly to be able to use the API.
134 This estimate is based on the following
calculation: 40 hours to create a new filing
application and connect it to the API (40 hours =
5 days × 8 hours per day) + 80 hours to configure
the filing application correctly to be able to use the
API (80 hours = 2 weeks × 5 days per week × 8
hours per day).
135 See infra note 143 and accompanying text 141.
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would generally benefit from the
implied increase in informational
efficiency resulting from the improved
accuracy and timeliness of processing
submissions, as they use EDGAR filings
for investment decisions. Overall,
however, we do not expect the EDGAR
Next changes to have a significant effect
on capital formation because the
contemplated security enhancements
would not necessarily change market
price fundamentals.
As discussed above, because the
EDGAR Next changes would potentially
increase the compliance requirements
for filers, they could result in an
increased demand for delegated entities
to the extent that delegated entities find
it profitable. This might increase
competition among delegated entities,
resulting in lower fees for filers with
delegated entities. We cannot assess the
relative likelihood of the above
competitive effects among delegated
entities because we are unable to
estimate how many filers would choose
to use delegated entities as a result of
the proposal.
D. Reasonable Alternatives
1. Require Personally Identifiable
Information in Addition to Individual
Account Credentials
The proposed amendments would
require all filers and relevant
individuals acting on filers’ behalf to
obtain their individual account
credentials prior to being authorized for
any EDGAR Next role. Alternatively, the
Commission could require that U.S.based individuals provide certain
personally identifiable information
(‘‘PII’’) in addition to individual account
credentials. Compared to the proposed
amendments, while requiring PII from
U.S.-based individuals and companies
may result in a higher identity
assurance level for U.S.-based persons,
it would not achieve the same benefit
for foreign individuals. Foreign
individuals use different forms of PII,
including different identifying
documents, which makes it inherently
difficult for a single vendor (database) to
reliably identify everyone in the world.
Additionally, the costs to the
Commission of acquiring and
safeguarding PII would exceed the
benefits of doing so. Thus, this
alternative would represent an extra
burden to U.S.-based filers and
individuals acting on their behalf, as
well as the Commission.
2. Requirements for Individual and
Small Filers
EDGAR Next would apply to all
prospective and existing filers
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regardless of size. As an alternative, the
Commission could simplify compliance
requirements designed to address
resource constraints of small entities.
For example, the Commission could
consider exempting small filers from
proposed Rule 10(d)(4) that would
require filers, through their authorized
account administrators, to confirm
annually that all account administrators,
users, and delegated entities, and
technical administrators reflected on the
dashboard for the filer’s EDGAR account
are authorized by the filer and that all
information regarding the filer on the
dashboard is accurate. Further, the
Commission could exempt small filers
from proposed Rule 10(d)(1), and
instead allow small filers to
independently develop practices and
recordkeeping to track individuals
acting on their behalf and safeguard
their account access codes. To the
extent that simplifying these
requirements could reduce regulatory
burden on small filers, while affording
small filers greater discretion into how
they manage their accounts and securely
maintain their EDGAR access codes,
exempting a particular group of users
would hinder the Commission’s effort of
establishing uniform requirements for
all filers and individuals acting on their
behalf.
For instance, because EDGAR Next
would eliminate the use of the several
passcodes and eliminate the present
requirement to change the EDGAR
password annually, exempting small
filers from proposed Rule 10(d)(4)
would generally lessen the security of
their filing regime. Moreover, the
Commission believes that any costs
savings associated with exempting small
filers from parts of EDGAR Next would
likely be minimal. Small filers would
still incur a cost of implementing their
own practices and recordkeeping which
might be higher than the cost of
complying with the EDGAR Next
changes and would impose a burden on
small filers due to their limited
resources and less established history of
implementing such practices and
recordkeeping. The EDGAR Next
changes are designed to enhance the
EDGAR filing regime, including, among
other things, strengthening access to
filers’ EDGAR accounts by establishing
a uniform method for authorizing,
identifying, and tracking all individuals
authorized to act on each filer’s behalf.
Additionally, a benefit of EDGAR Next
is the elimination of password sharing.
Exempting small filers from obtaining
individual account credentials would
not achieve that objective and therefore
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would not generally improve the
security of EDGAR.
3. Implementing Performance-Based
Standards
The EDGAR Next proposal mandates
the performance of certain prescribed
requirements to enhance the security of
EDGAR’s filing regime. We could
consider an alternative with a more
performance-based approach that would
not spell out the precise actions filers
need to take in order to improve the
security of their EDGAR accounts, but
instead only state that filers should have
in place practices and recordkeeping
that would allow the Commission to
more easily identify anyone who makes
a submission on the filer’s behalf, and
ensure that only individuals authorized
by the filer are privy to the filer’s access
codes. For example, filers might opt to
authorize only one account
administrator rather than authorize and
maintain two such individuals, or filers
might determine that they do not need
the additional security provided by
multi-factor authentication for
designated individuals to be authorized
to act on their behalf on the dashboard.
The benefits of such an approach
would be that filers would have more
flexibility in what their practices and
recordkeeping cover. Such an approach
would provide the benefit of reducing
the regulatory burden for certain filers
by permitting them to tailor their
EDGAR access compliance requirements
to fit their own particular
circumstances, and would provide filers
greater discretion into how they manage
their EDGAR accounts and safeguard
their account access codes. To the
extent that this approach provides more
flexibility to certain filers, this
alternative could also increase
compliance cost to the detriment of
some filers who may incur higher cost
to set up practices and recordkeeping
arrangements to manage their account
and safeguard their access codes.
Furthermore, this approach would
diminish the intended benefits of the
EDGAR Next changes. Filers who
bypass the individual account
credential requirements would make it
difficult for the Commission to match
specific filings to the relevant
individual who made the submissions,
while authorizing only one account
administrator would probably not
reduce the likelihood of managing
EDGAR accounts without interruptions.
Overall, a performance-based
approach would create inconsistencies
in improving the overall security of
EDGAR, facilitating the responsible
management of EDGAR filer credentials,
and simplifying procedures for
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accessing EDGAR. In addition, any cost
savings associated with a performancebased approach would likely be
minimal because filers would still incur
the cost of compliance. In sum, this
alternative would limit the magnitude of
the benefits for filers that would result
from the contemplated EDGAR Next
changes.
4. Institute Phased Compliance Dates by
Filer Category or Form Type
The proposed amendments would
have a single compliance date. As an
alternative, we could employ phased
compliance dates to either accelerate or
postpone compliance for particular
filers. Phased compliance would
particularly benefit smaller filers by
affording them a longer time period to
come into compliance with EDGAR
Next, while further facilitating
compliance with other
contemporaneous rules with similar or
earlier compliance deadlines. To the
extent that a phased compliance would
provide filers with more time to comply
with EDGAR Next changes, compared to
the proposed compliance timeline,
postponing compliance would delay the
benefits provided by the proposed
changes, while accelerating compliance
might result in additional transition
challenges for these filers.
E. Requests for Comment
55. The Commission requests
comment on all aspects of the economic
effects of the EDGAR Next changes,
including any anticipated impacts that
are not mentioned here. We are
particularly interested in quantitative
estimates of the benefits and costs, in
general or for particular types of affected
parties, including smaller entities. We
also request comment on reasonable
alternatives to the EDGAR Next changes
and on any effect the changes may have
on efficiency, competition, and capital
formation.
56. Do you agree with the estimated
benefits that EDGAR Next would
provide to filers? If not, why?
57. Do you agree with the estimated
costs associated with the EDGAR Next
changes? If not, why? Please provide
your views on the burden of complying
with the EDGAR Next changes relative
to our estimates. In particular, would
filers and filing agents switch to using
the optional APIs contemplated as part
of EDGAR Next? If not, why?
58. Are there any filers for whom the
compliance costs associated with
EDGAR Next would not be justified by
the benefits such that exempting those
entities would be advisable? If so, which
filers should the Commission exempt,
and why?
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59. Does the contemplated
compliance timeline provide filers
sufficient time to transition to EDGAR
Next? If not, what would be the
additional cost incurred in order to meet
the contemplated compliance timeline?
60. Would EDGAR Next require any
existing filers with delegated authority
to file on behalf of a related person or
entity to materially change the way they
operate? If so, in what ways? What
would be the cost associated with such
change? For instance, many companies
may file on behalf of their section 16
directors and officers, and some
investment companies may also make
filings on behalf of other funds within
their fund family.
61. Prospective filers could designate
as account administrators (i) individuals
employed at the filer or an affiliate of
the filer (in the case of company
applicants) or themselves (in the case of
individual applicants), as well as (ii)
any other individual, provided the filer
submitted a notarized power of attorney
authorizing such other individual to be
its account administrator. Are filers
likely to designate individuals other
than themselves or their employees or
employees of their affiliates? What
would be the costs associated with this
determination?
The Commission also requests
comment and supporting empirical data
on the burden and cost estimates for the
proposed rule, including the costs that
filers and potential filers may incur.
V. Paperwork Reduction Act
Certain provisions of the proposed
amendments contain ‘‘collection of
information’’ requirements within the
meaning of the Paperwork Reduction
Act of 1995 (‘‘PRA’’).136 We are
submitting the proposed collections of
information to the Office of
Management and Budget (‘‘OMB’’) for
review in accordance with the PRA.137
An agency may not conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid OMB control
number. Compliance with the
information collection is mandatory.
Responses to the information collection
are not kept confidential, and there is no
mandatory retention period for the
information disclosed. The title for the
existing collection of information that
we are proposing to amend is ‘‘Form
ID—EDGAR Password’’ (OMB Control
No. 3235–0328). Our proposal also
includes a new collection of information
titled ‘‘the dashboard.’’ The
amendments to Form ID and the
136 44
137 44
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implementation of the dashboard are
designed to harness the benefits of
improved technology and to modernize
the EDGAR access and management
functions. A detailed description of the
proposed amendments, including the
amendments to Form ID and the
implementation of the dashboard,
including the need for the information
and its proposed use, as well as a
description of the likely respondents,
can be found in Section III above, and
a discussion of the expected economic
impact of the proposed amendments can
be found in Section IV above. We
discuss below the collection of
information burdens associated with
each initiative.
A. Form ID
Form ID must be completed online
and submitted to the Commission by all
individuals, companies, and other
organizations who seek access to file
electronically on EDGAR.
As outlined above, the amendments to
Form ID would require an applicant for
EDGAR access to undertake certain
additional disclosure obligations,
including most significantly: (1)
designating on Form ID specific
individuals the applicant authorizes to
act as its account administrator(s) to
manage its EDGAR account on a
dashboard on EDGAR; (2) indicating the
applicant’s LEI, if any; (3) providing
more specific contact information about
the filer, its account administrators, its
authorized individual (individual
authorized to submit Form ID on the
filer’s behalf), and its billing contact
(including mailing, business, and billing
information, as applicable); (4)
specifying 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; (5)
indicating whether the applicant, if a
company, is in good standing with its
state or country of incorporation; (6)
requiring submission of a new Form ID
if the applicant claims to have (i) lost
electronic access to its existing CIK
account or (ii) assumed legal control of
a filer listed on an existing CIK account
but did not receive EDGAR access from
that filer; and (7) requiring those seeking
access to an existing EDGAR account to
upload to EDGAR the documents that
establish the applicant’s authority over
the company or individual listed in
EDGAR on the existing account. The
proposed amendments would also
simplify filer account management by
eliminating the EDGAR password,
PMAC, and passphrase.
For purposes of the Paperwork
Reduction Act, the currently approved
burden includes an estimate of 57,329
Form ID filings annually and further
estimates approximately 0.30 hours per
response to prepare and file Form ID, for
a total of 17,199 annual burden hours.
Those estimates include the number of
Form ID filings for filers without CIKs
(48,089 filings), filers with CIKs who are
seeking to regain access to EDGAR
(8,836 filings), and filers with CIKs who
have not filed electronically on EDGAR
(404 filings).138 Filers are responsible
for 100% of the total burden hours.
There were 79,457 Form ID filings in
calendar year 2022. The estimate
includes the number of filers without
CIKs, filers with CIKs who have not
filed electronically on EDGAR, and
filers with CIKs who are seeking to
regain access EDGAR.139 If the proposed
access changes and proposed Form ID
amendments are implemented, for
purposes of the Paperwork Reduction
Act, we estimate that the number of
Form ID filings would remain the same
and that the number of hours to prepare
Form ID would increase by 0.30
hours.140
Thus, for purposes of the Paperwork
Reduction Act, the estimated total
number of annual Form ID filings would
increase from 57,329 filings to 79,457
filings. The estimate of 0.30 hours per
response would increase to 0.60 hours
per response. The estimated total annual
burden would increase from 17,199
hours to 47,674 hours.141 The estimate
that the filers are responsible for 100%
of the total burden hours would stay the
same.
Annual number of filings
Form ID
Form ID ...........................................................................................
Previously
approved
Requested
Change
Previously
approved
Requested
Change
57,329
79,457
22,128
17,199
47,674
30,475
To file on EDGAR, each filer must
also comply with certain account access
and management requirements by taking
actions on the dashboard. As outlined
above, each filer must authorize
individuals to act on its behalf on the
dashboard, and those individuals must
have obtained individual account
credentials for EDGAR in the manner
specified in the EDGAR Filer Manual.
Moreover, each filer, through their
account administrators, is required to:
(i) authorize and maintain at least two
individuals as authorized account
administrators to act on the filer’s behalf
to manage the filer’s EDGAR account,
except a filer who is an individual or
single-member company must authorize
and maintain at least one individual as
an account administrator; (ii) confirm
annually on EDGAR that all users,
account administrators, technical
administrators, and/or delegated entities
reflected on the dashboard for the filer’s
EDGAR account are authorized by the
filer, and that the filer’s information on
the dashboard is accurate; (iii) maintain
accurate and current information on
EDGAR concerning the filer’s account,
including but not limited to accurate
corporate information and contact
information (such as mailing and
business addresses, email addresses,
and telephone numbers); (iv) securely
maintain information relevant to the
ability to access the filer’s EDGAR
account, including but not limited to
access through any EDGAR API; and (v)
138 48,089 filings for users without CIKs + 8,836
filings for filers who are seeking to regain access to
EDGAR + 404 filings for filers with CIKs who have
not yet filed electronically on EDGAR = 57,329
filings.
139 69,651 filings for users without CIKs + 9,390
filings for filers who are seeking to regain access to
EDGAR + 416 filings for filers with CIKs who have
not yet filed electronically on EDGAR = 79,457
filings.
140 The increase in burden would vary by
applicant depending on whether certain of their
responses required additional information (e.g.,
explaining the circumstances surrounding any of its
operatives who are currently subject to Federal or
State securities law investigations, proceedings,
convictions, suspensions, or bars, and for
applicants seeking access to an existing CIK
account, providing the documents that establish the
applicant’s authority over the company or
individual currently listed in EDGAR as
corresponding to the existing CIK account).
141 79,457 filings × 0.60 hours/filing = 47,674
hours.
B. The Dashboard
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(hrs.)
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if the filer chooses to use an EDGAR
API, authorize at least two technical
administrators to act on the filer’s behalf
to manage technical matters related to
the filer’s use of an API.
Through the dashboard, account
administrators could: (i) add and
remove users, account administrators,
and technical administrators (including
removing themselves as an account
administrator); (ii) create and edit
groups of users; (iii) delegate filing
authority to third parties with EDGAR
accounts and remove such delegations;
and (iv) generate a new CCC.
For purposes of the PRA, we estimate
that each filer would spend
approximately one hour setting up the
dashboard, and approximately one hour
per annum managing the filer’s account
on the dashboard. This burden would
vary across filers depending on the size
of the filer, the number of users, account
administrators, technical administrators,
and delegated entities authorized by the
filer, as well as the amount of annual
staff turnover for those individuals and
entities, among other factors. For a small
number of filers, the annual burden
could significantly exceed our estimate
(e.g., filing agents who may have a large
number of authorized individuals, as
well as multiple accepted delegations
and user groups for which delegated
users would need to be maintained). On
the other hand, for the vast majority of
filers, the annual burden would
presumably be less than our estimate
because we expect most filers to have a
small number of authorized individuals
and experience little or no annual
turnover with regard to those
individuals.142 Consequently, the
anticipated total annual burden
attributed to the dashboard would be
approximately 220,000 burden hours.143
Active filers
Total annual
burden hours
Burden hours
Entities ...................................................................................................................
Individuals ..............................................................................................................
149,000
71,000
65553
×
×
1
1
=
=
149,000
71,000
220,000
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C. Request for Comment
proposed amendments should direct
them to the Office of Management and
Budget, Attention Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Washington, DC 20503, and
should send a copy to Vanessa
Countryman, Secretary, Securities and
Exchange Commission, 100 F Street NE,
Washington, DC 20549–1090, with
reference to File No. S7–15–23. OMB is
required to make a decision concerning
the collections of information between
30 and 60 days after publication of this
release; therefore, a comment to OMB is
best assured of having its full effect if
OMB receives it within 30 days after
publication of this release. Requests for
materials submitted to OMB by the
Commission with regard to these
collections of information should be in
writing, refer to File No. S7–15–23, and
be submitted to the Securities and
Exchange Commission, Office of FOIA
Services, 100 F Street NE, Washington,
DC 20549–2736.
‘‘major’’ where, if adopted, it results in
or is likely to result in:
• An annual effect on the U.S.
economy of $100 million or more (either
in the form of an increase or decrease);
• A major increase in costs or prices
for consumers or individual industries;
or
• Significant adverse effects on
competition, investment, or innovation.
We request comment on whether the
proposed amendments would be a
‘‘major rule’’ for purposes of SBREFA.
We solicit comment and empirical data
on:
• The potential effect of the proposed
amendments on the U.S. economy on an
annual basis;
• Any potential increase in costs or
prices for consumers or individual
industries; and
• Any potential effect on competition,
investment, or innovation.
Commenters are requested to provide
empirical data and other factual support
for their views to the extent possible.
We request comment on whether our
estimates for burden hours and any
external costs as described above are
reasonable. Pursuant to 44 U.S.C.
3506(c)(2)(B), the Commission solicits
comments in order to: (i) evaluate
whether the proposed collections of
information are necessary for the proper
performance of the functions of the
Commission, including whether the
information will have practical utility;
(ii) evaluate the accuracy of the
Commission’s estimate of the burden of
the proposed collections of information;
(iii) determine whether there are ways
to enhance the quality, utility, and
clarity of the information to be
collected; (iv) determine whether there
are ways to minimize the burden of the
collections of information on those who
are to respond, including through the
use of automated collection techniques
or other forms of information
technology; and (v) evaluate whether
the proposed amendments would have
any effects on any other collection of
information not previously identified in
this section.
Any member of the public may direct
to us any comments concerning the
accuracy of these burden estimates and
any suggestions for reducing these
burdens. Persons wishing to submit
comments on the collection of
information requirements of the
For purposes of the Small Business
Regulatory Enforcement Fairness Act of
1996 (‘‘SBREFA’’),144 the Commission
must advise OMB whether a proposed
regulation constitutes a ‘‘major’’ rule.
Under SBREFA, a rule is considered
The Regulatory Flexibility Act
(‘‘RFA’’) 145 requires an agency, when
issuing a rulemaking proposal, to
prepare and make available for public
comment an Initial Regulatory
Flexibility Analysis (‘‘IFRA’’) that
describes the impact of the proposed
rule on small entities.146 This IFRA has
142 A filer survey conducted by a filing agent
found that at least 64% of respondents planned to
have three or fewer account administrators, and
96% of respondents planned to have fewer than 20
users. See Workiva Comment Letter. Moreover,
since filers are not required to authorize users,
technical administrators, or delegations, filers who
did not choose to authorize such individuals or
third parties would not have any associated
burdens.
143 149,000 active entity filers on EDGAR × 1 hour
= 149,000 burden hours. 71,000 active individual
filers on EDGAR × 1 hour = 71,000 burden hours.
149,000 burden hours + 71,000 burden hours =
220,000 total annual burden hours.
144 5 U.S.C. 801 et seq.
145 5 U.S.C. 601 et seq.
146 Id.
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Analysis
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been prepared in accordance with the
RFA and relates to the proposed
amendments to Rules 10 and 11 of
Regulation S–T and Form ID described
in Section III.E above.
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A. Reasons for, and Objectives of, the
Proposed Action
The purpose of the proposed
amendments is to enhance the security
of EDGAR accounts, improve the ability
of filers to securely maintain access to
their EDGAR accounts, facilitate the
responsible management of EDGAR filer
credentials, and simplify procedures for
accessing EDGAR. Among other things,
the proposed amendments would
require each filer to:
• Authorize individuals to act on its
behalf on the dashboard only if those
individuals have obtained individual
account credentials in the manner to be
specified in the EDGAR Filer Manual;
• Authorize and maintain individuals
as account administrators to manage
their EDGAR accounts;
• Confirm annually on EDGAR,
through their account administrators,
that all account administrators, users,
technical administrators and delegated
entities reflected on the dashboard for
the filer’s EDGAR account are
authorized by the filer to act on its
behalf, and that all information about
the filer on the dashboard is accurate;
• Maintain accurate and current
information on EDGAR concerning the
filer’s account; and
• Securely maintain information
relevant to the ability to access the
filer’s EDGAR account.
Filers who chose to use the optional
EDGAR APIs that the Commission
would offer for machine-to-machine
submissions on EDGAR and to facilitate
filers’ retrieval of related information,
would, among other things, be required
through their account administrators to
authorize two technical administrators
to manage tokens and other technical
aspects of the EDGAR APIs.
B. Legal Basis
We are proposing the amendments
contained in this release under the
authority set forth in sections 6, 7, 8, 10,
and 19(a) of the Securities Act of 1933
(‘‘Securities Act’’),147 sections 3, 4A, 4B,
12, 13, 14, 15, 15B, 23, and 35A of the
Exchange Act,148 section 319 of the
Trust Indenture Act of 1939,149 and
sections 8, 30, 31, and 38 of the
Investment Company Act of 1940
(‘‘Investment Company Act’’).150
147 15
U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
U.S.C. 78c, 78d–1, 78d–2, 78l, 78m, 78n,
78o, 78o–4, 78w, and 78ll.
149 15 U.S.C. 77sss.
150 15 U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37.
148 15
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C. Small Entities Subject to the
Proposed Rule and Form Amendments
The proposed amendments would
affect individuals and entities that have
EDGAR accounts or that seek to open
EDGAR accounts. The RFA defines
‘‘small entity’’ to mean ‘‘small
business,’’ ‘‘small organization,’’ or
‘‘small governmental jurisdiction.’’ 151
For purposes of the RFA, under our
rules, an issuer, other than an
investment company, is a small entity if
it had total assets of $5 million or less
on the last day of its most recent fiscal
year.152 We estimate there are 908
issuers that file with the Commission—
other than investment companies—that
would be considered small entities for
purposes of this analysis.153
With respect to investment companies
and investment advisers, an investment
company, including a business
development company, is considered to
be a small entity if it, together with
other investment companies in the same
group of related investment companies,
has net assets of $50 million or less as
of the end of its most recent fiscal
year.154 We estimate that there are 82
registered investment companies
(including business development
companies and unit-investment trusts)
that would be considered small
entities.155 An investment adviser is
generally considered a small entity if it:
(1) has assets under management having
a total value of less than $25 million; (2)
did not have total assets of $5 million
or more on the last day of the most
recent fiscal year; and (3) does not
control, is not controlled by, and is not
under common control with another
investment adviser that has assets under
management of $25 million or more, or
any person (other than a natural person)
that had total assets of $5 million or
more on the last day of its most recent
fiscal year.156 We estimate that there are
594 investment advisers that would be
considered small entities.157
151 5
U.S.C. 601(6).
17 CFR 240.0–10(a)).
153 This estimate is based on staff analysis of
issuers potentially subject to the final amendments,
excluding co-registrants, with EDGAR filings on
Form 10–K, or amendments thereto, filed during the
calendar year of Jan. 1, 2022 to Dec. 31, 2022. This
analysis is based on data from XBRL filings,
Compustat, Ives Group Audit Analytics, and
manual review of filings submitted to the
Commission.
154 See 17 CFR 270.0–10.
155 This estimate is derived from an analysis of
data obtained from Morningstar Direct as well as
data filed with the Commission (on Forms N–CSR,
NPORT–P, 10–Q, and 10–K) for the last quarter of
2022.
156 17 CFR 275.0–7.
157 We based this estimate on registered
investment adviser responses to Items 5.F. and 12
of Form ADV.
152 See
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A transfer agent is considered to be a
small entity if it: (1) received less than
500 items for transfer and less than 500
items for processing during the
preceding six months (or in the time
that it has been in business, if shorter);
(2) transferred items only of issuers that
would be deemed ‘‘small businesses’’ or
‘‘small organizations’’ as defined in 17
CFR 240.0–10; (3) maintained master
shareholder files that in the aggregate
contained less than 1,000 shareholder
accounts or was the named transfer
agent for less than 1,000 shareholder
accounts at all times during the
preceding fiscal year (or in the time that
it has been in business, if shorter); and
(4) is not affiliated with any person
(other than a natural person) that is not
a small business or small organization
under 17 CFR 240.0–10.158 We estimate
that there are 126 transfer agents that
would be considered small entities.159
With respect to municipal securities
dealers and broker-dealers, a municipal
securities dealer that is a bank
(including any separately identifiable
department or division of a bank) is a
small entity if it: (1) had, or is a
department of a bank that had, total
assets of less than $10 million at all
times during the preceding fiscal year
(or in the time that it has been in
business, if shorter); (2) had an average
monthly volume of municipal securities
transactions in the preceding fiscal year
(or in the time it has been registered, if
shorter) of less than $100,000; and (3) is
not affiliated with any person (other
than a natural person) that is not a small
business or small organization as
defined in 17 CFR 240.0–10.160 We
estimate there are 171 municipal
securities dealers that would be
considered small entities.161 A brokerdealer is a small entity if it: (1) had total
capital (net worth plus subordinated
liabilities) of less than $500,000 on the
date in the prior fiscal year as of which
its audited financial statements were
prepared pursuant to § 240.17a–5(d) or,
if not required to file such statements,
a broker or dealer that had total capital
(net worth plus subordinated liabilities)
of less than $500,000 on the last
business day of the preceding fiscal year
(or in the time that it has been in
business, if shorter); and (2) is not
affiliated with any person (other than a
natural person) that is not a small
business or small organization as
158 17
CFR 240.0–10(h).
based this estimate on transfer agent
responses to questions 4(a) and 5(a) on their latest
filing on Form TA–2.
160 17 CFR 240.0–10(f).
161 This estimate is based on MSRB data filed
during the calendar year of Jan. 1, 2022 to Dec. 31,
2022.
159 We
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defined in 17 CFR 240.0–10.162 We
estimate that there are 782 brokerdealers that would be considered small
entities.163
A clearing agency is a small entity if
it: (1) compared, cleared and settled less
than $500 million in securities
transactions during the preceding fiscal
year (or in the time that it has been in
business, if shorter); (2) had less than
$200 million of funds and securities in
its custody or control at all times during
the preceding fiscal year (or in the time
that it has been in business, if shorter);
and (3) is not affiliated with any person
(other than a natural person) that is not
a small business or small organization
as defined in 17 CFR 240.0–10.164 We
estimate there are zero clearing agencies
that are small entities.
An exchange is a small entity if it: (1)
has been exempted from the reporting
requirements of § 242.601 of this
chapter; and (2) is not affiliated with
any person (other than a natural person)
that is not a small business or small
organization as defined in 17 CFR
240.0–10.165 We estimate there are zero
exchanges that are small entities. A
securities information processor is a
small entity if it: (1) had gross revenues
of less than $10 million during the
preceding fiscal year (or in the time it
has been in business, if shorter); (2)
provided service to fewer than 100
interrogation devices or moving tickers
at all times during the preceding fiscal
year (or in the time that it has been in
business, if shorter); and (3) is not
affiliated with any person (other than a
natural person) that is not a small
business or small organization under 17
CFR 240.0–10.166 We estimate there are
zero securities information processors
that are small entities.
Collectively, we estimate that there
are 2,663 small entities that would be
potentially subject to the proposed
amendments, based on our review of
data reported as of December 31, 2022.
D. Reporting, Recordkeeping, and Other
Compliance Requirements
As noted above, the purpose of the
proposed amendments would be to
update access and provide secure
management of individual and entity
filers’ EDGAR accounts. If adopted, the
proposed amendments are expected to
apply to all applicants and current
EDGAR accounts and would apply to
small entities to the same extent as other
162 17
CFR 240.0–10(c).
163 This estimate is based on FOCUS Report data
filed during the calendar year of Jan. 1, 2022 to Dec.
31, 2022.
164 17 CFR 240.0–10(d).
165 17 CFR 240.0–10(e).
166 17 CFR 240.0–10(g).
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entities, irrespective of size. Therefore,
we generally expect the nature of any
benefits and cost associated with the
proposed amendments to be similar for
large and small entities. We note, and as
discussed above,167 all existing and new
EDGAR filers will be subject to certain
fixed costs to update and maintain an
EDGAR account under the proposed
amendments, which may result in a
proportionally larger burden on small
filers.
We expect that the proposed
amendments to the rules and form to
update access and management of
EDGAR accounts would have a small
incremental effect on existing reporting,
recordkeeping and other compliance
burdens for all existing and new EDGAR
filers, including small entities. The
proposed amendments would simplify
account management by providing an
interactive dashboard on EDGAR,
populated with EDGAR account
information, as the central platform for
account administrators and other
delegated individuals to manage access
to the account, update account
information and send communications
and notifications. Some of the proposed
amendments, including requirements
for all filers to confirm the accuracy of
their account information, including
authorizations for all account
administrators, users, technical
administrators, and/or delegated
entities, would require the use of
administrative and technical skills, and
increase compliance costs for
registrants, although we do not expect
these additional costs would be
significant.
E. Duplicative, Overlapping, or
Conflicting Federal Rules
We believe that the proposed
amendments would not duplicate,
overlap, or conflict with other Federal
rules.
F. Significant Alternatives
The RFA directs us to consider
alternatives that would accomplish our
stated objectives, while minimizing any
significant adverse impact on small
entities. In connection with the
proposed amendments, we considered
the following alternatives:
i. Establishing different compliance
requirements for individual and entity
EDGAR account managers that take into
account the resources available to small
entities;
ii. Clarifying, consolidating, or
simplifying compliance and reporting
requirements under the rules for small
entities;
167 See
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65555
iii. Using performance rather than
design standards; 168 and
iv. Exempting small entities from all
or part of the requirements.
Regarding the first, third, and fourth
alternatives,169 we do not believe that
establishing different compliance
requirements, using performance rather
than design standards, or exempting
small entities from the requirements
would permit us to obtain our desired
objectives. We are concerned that each
of these alternatives would frustrate our
efforts to enhance the security of
EDGAR, improve the ability of filers to
securely manage and maintain access to
their EDGAR accounts, facilitate the
responsible management of EDGAR filer
credentials, and simplify procedures for
accessing EDGAR. The proposed
amendments set forth uniform
requirements for each filer to formally
authorize individuals to act on the
filer’s behalf in EDGAR as account
administrators, users, and technical
administrators, which would allow
EDGAR to determine whether
authorized individuals were accessing
and taking actions with regards to the
filer’s EDGAR account. As proposed, all
individuals accessing EDGAR would be
required to sign in with individual
account credentials and multi-factor
authentication, which would allow
EDGAR to identify the individuals
accessing EDGAR. As discussed above,
we believe that by imposing these
requirements on all existing and
prospective EDGAR filers, the
Commission’s EDGAR Next proposal
would generally improve the security of
the EDGAR system by establishing a
uniform method for authorizing,
identifying, and tracking all individuals
authorized to act on each filer’s behalf.
We anticipate that establishing different
compliance requirements, using
performance rather than design
standards, or exempting small entities
would result in a patchwork compliance
regime that would frustrate the ability of
filing agents and other service providers
to efficiently manage filer credentials
and manage and maintain access to
filers’ EDGAR accounts, and would
likewise frustrate our efforts to simplify
procedures for accessing EDGAR.170
As noted above,171 the Commission
considered using a performance-based
approach rather than the design
standards of the anticipated EDGAR
168 See the discussion of performance-based
standards in Section IV.D.3.
169 See the discussion of compliance
requirements in Section IV.D.2.
170 See supra notes 28–29 (indicating that 60–
90% of EDGAR filings may be submitted by filing
agents).
171 See Section IV.D.3.
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Next changes and the proposed rule.
Revising the EDGAR Next changes to
make them more performance-based
would reduce the regulatory burden for
certain filers by permitting them to
tailor their EDGAR access compliance
requirements to fit their own particular
circumstances. For example, small filers
could determine that they do not need
the additional security provided by
multi-factor authentication for
designated individuals to be authorized
to act on their behalf on the dashboard.
Furthermore, larger filers might opt to
authorize only one account
administrator rather than authorize and
maintain two such individuals.
However, after consideration, we
believe that permitting filers to tailor
their EDGAR access compliance
requirements to fit their own particular
circumstances would diminish the
intended benefits of the EDGAR Next
changes. As discussed earlier,172
bypassing the individual account
credential requirements would make it
difficult for the Commission to match
specific filings to the relevant
individual who made the submissions.
Likewise, generally allowing filers to
have only one account administrator
would increase the likelihood that
Commission staff could not reach an
account administrator when it had timesensitive questions about access to or
activity on the account. Overall, a
performance-based approach would
create inconsistencies in improving the
overall security of EDGAR, facilitating
the responsible management of EDGAR
filer credentials, and simplifying
procedures for accessing EDGAR. In
addition, any cost savings associated
with a performance-based approach
would likely be minimal because filers
would still incur the cost of compliance.
Further, this alternative would limit the
magnitude of the benefits for filers that
would result from the contemplated
EDGAR Next changes.
In addition, establishing different
compliance requirements, using
performance rather than design
standards, or exempting small entities
could permit individuals to access
EDGAR accounts for small filers without
being authorized on the dashboard,
without multi-factor authentication, and
without their EDGAR permissions being
individually verified by EDGAR.
Furthermore, if these exemptions or
alternatives for small entities were
implemented so that individuals acting
on behalf of small entities were not
required to obtain individual account
credentials, the Commission would not
be able to associate individuals with the
172 Id.
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specific filings they submitted on behalf
of small entities. Collectively, this
would reduce the security of EDGAR
accounts for small entities, hinder the
ability of the Commission and filers to
prevent and resolve problematic and
unauthorized filings, and frustrate our
efforts to require small entities to
responsibly manage EDGAR filer
credentials.
Regarding the second alternative, we
believe the proposal is clear, and that
clarifying, consolidating, or simplifying
compliance requirements for EDGAR
filers, including small entities, is not
necessary. All EDGAR users currently
follow the same process and rules to
access and maintain their EDGAR
accounts. The proposed changes to
EDGAR account management that are
intended in many ways to simplify
procedures for accessing EDGAR
purposes of EDGAR account
management. Among other things, the
proposed changes would eliminate the
need for individuals to track and share
EDGAR passwords, PMACs, and
passphrase codes for each CIK. Instead,
each individual would only be
responsible for tracking a single set of
individual account credentials, which
we contemplate would be issued by
Login.gov. Once the individual logged
into EDGAR by using those credentials,
the dashboard would automatically
authenticate the individual and provide
them with the appropriate access to
each CIK for which they had been
authorized to take action. The
dashboard would also display any
relevant individual codes or tokens
(such as user API tokens or CCCs),
instead of requiring the individual to
personally track or record those codes or
tokens. This should result in more
streamlined, modern access processes
that would benefit all filers, including
individuals and small entities.
• Whether there are any Federal rules
that duplicate, overlap, or conflict with
the proposed amendments.
Commenters are asked to describe the
nature of any effect and provide
empirical data supporting the extent of
that effect. Comments will be
considered in the preparation of the
Final Regulatory Flexibility Analysis, if
the proposed rules are adopted, and will
be placed in the same public file as
comments on the proposed rules
themselves.
Statutory Authority
We are proposing to amend Rules 10
and 11 of Regulation S–T and Form ID
under the authority in sections 6, 7, 8,
10, and 19(a) of the Securities Act,173
sections 3, 4A, 4B, 12, 13, 14, 15, 15B,
23, and 35A of the Exchange Act,174
section 319 of the Trust Indenture Act
of 1939,175 and sections 8, 30, 31, and
38 of the Investment Company Act.176
List of Subjects
17 CFR Part 232
Administrative practice and
procedure, Confidential business
information, Electronic filing,
Incorporation by reference, Reporting
and recordkeeping requirements,
Securities.
17 CFR Part 239
Administrative practice and
procedure, Confidential business
information, Incorporation by reference,
Reporting and recordkeeping
requirements, Securities.
17 CFR Part 249
Administrative practice and
procedure, Brokers, Fraud, Reporting
and recordkeeping requirements,
Securities.
G. Request for Comment
17 CFR Part 269
We encourage the submission of
comments with respect to any aspect of
this RFA. In particular, we request
comments regarding:
• How the proposed rule and form
amendments can achieve their objective
while lowering the burden on
individuals and small entities;
• The number of individuals and
small entities that may be affected by
the proposed rule and form
amendments;
• The existence or nature of the
potential effects of the proposed
amendments on individuals and small
entities discussed in the analysis; and
• How to quantify the effects of the
proposed amendments; and
Reporting and recordkeeping
requirements, Securities, Trusts and
trustees.
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17 CFR Part 274
Administrative practice and
procedure, Electronic funds transfers,
Investment companies, Reporting and
recordkeeping requirements, Securities.
For the reasons discussed above, we
propose to amend 17 CFR chapter II as
follows:
173 15
U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
U.S.C. 78c, 78l, 78m, 78n, 78o, 78o–4, 78w,
and 78ll.
175 15 U.S.C. 77sss.
176 15 U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37.
174 15
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PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
1. The general authority citation for
part 232 continues to read as follows:
■
Authority: 15 U.S.C. 77c, 77f, 77g, 77h,
77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m,
78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8,
80a–29, 80a–30, 80a–37, 80b–4, 80b–10, 80b–
11, 7201 et seq.; and 18 U.S.C. 1350, unless
otherwise noted.
*
*
*
*
*
2. Amend § 232.10 by:
a. Revising paragraph (b);
b. Adding paragraph (d); and
c. Revising Note to § 232.10.
The revisions and additions read as
follows:
■
■
■
■
§ 232.10
Application of part 232.
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*
*
*
*
*
(b) Each electronic filer must, before
filing on EDGAR:
(1) File electronically the information
required by Form ID (§§ 239.63,
249.446, 269.7 and 274.402 of this
chapter), the application for EDGAR
access, which must be completed by an
individual authorized by the electronic
filer as its account administrator,
pursuant to paragraph (d)(2) of this
section, and
(2) File, by uploading as a Portable
Document Format (PDF) attachment to
the Form ID filing, a notarized
document, signed by the electronic filer
or its authorized individual, that
includes the information required to be
included in the Form ID filing and
confirms the authenticity of the Form ID
filing.
*
*
*
*
*
(d) To file on EDGAR, each electronic
filer must comply with the EDGAR
account access and account
management requirements set forth in
this section and in the EDGAR Filer
Manual.
(1) The electronic filer may only
authorize individuals to act on its behalf
on the dashboard if those individuals
have obtained individual account
credentials for EDGAR in the manner
specified in the EDGAR Filer Manual;
(2) Each electronic filer must
authorize and maintain at least two (2)
individuals as account administrators to
act on the electronic filer’s behalf to
manage its EDGAR account, except an
electronic filer who is an individual or
single-member company must authorize
and maintain at least one (1) individual
as an account administrator to manage
its EDGAR account;
(3) If the electronic filer chooses to
use an EDGAR Application
Programming Interface, the electronic
filer, through its authorized account
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administrator(s), must authorize at least
two technical administrators to act on
the electronic filer’s behalf to manage
technical matters related to the
electronic filer’s use of any EDGAR
Application Programming Interfaces;
(4) The electronic filer, through its
authorized account administrator(s),
must confirm annually on EDGAR that
all account administrator(s), users,
technical administrators, and/or
delegated entities reflected on the
dashboard for its EDGAR account are
authorized by the electronic filer to act
on its behalf, and that all information
about the filer on the dashboard is
accurate;
(5) The electronic filer, through its
authorized account administrator(s),
must maintain accurate and current
information on EDGAR concerning the
electronic filer’s account, including but
not limited to accurate corporate
information and contact information;
and
(6) The electronic filer, through its
authorized account administrator(s),
must securely maintain information
relevant to the ability to access the
electronic filer’s EDGAR account,
including but not limited to access
through any EDGAR Application
Programming Interfaces.
Note to § 232.10: The Commission staff
carefully reviews each Form ID, and
electronic filers should not assume that the
Commission staff will automatically approve
the Form ID upon its submission. Therefore,
any applicant seeking EDGAR access is
encouraged to submit the Form ID for review
well in advance of the first required filing to
allow sufficient time for staff to review the
application.
3. Amend § 232.11 by:
a. Adding definitions for ‘‘Account
administrator’’, ‘‘Application
Programming Interface’’, ‘‘Authorized
individual’’, ‘‘Dashboard’’, ‘‘Delegated
entity’’ in alphabetical order;
■ b. Revising the definitions for ‘‘Direct
transmission’’ and ‘‘EDGAR Filer
Manual’’; and
■ c. Adding the definitions for ‘‘Filing
agent’’, ‘‘Individual account
credentials’’, Single-member company’’,
‘‘Technical administrator’’, and ‘‘User’’
in alphabetical order.
The additions and revisions read as
follows:
■
■
§ 232.11
part.
Definitions of terms used in this
*
*
*
*
*
Account administrator. The term
account administrator means an
individual that the electronic filer
authorizes to manage its EDGAR
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account and to make filings on EDGAR
on the electronic filer’s behalf.
*
*
*
*
*
Application Programming Interface.
The term Application Programming
Interface, or API, means a software
interface that allows computers or
applications to communicate with each
other.
*
*
*
*
*
Authorized individual. The term
authorized individual means an
individual with the authority to legally
bind the entity or individual applying
for access to EDGAR on Form ID, or an
individual with a power of attorney
from an individual with the authority to
legally bind the applicant. The power of
attorney document must clearly state
that the individual receiving the power
of attorney has general legal authority to
bind the applicant or specific legal
authority to bind the applicant for
purposes of applying for access to
EDGAR on Form ID.
*
*
*
*
*
Dashboard. The term dashboard
means an interactive function on
EDGAR where electronic filers manage
their EDGAR accounts and individuals
that electronic filers authorize may take
relevant actions for electronic filers’
accounts.
Delegated entity. The term delegated
entity means an electronic filer that
another electronic filer authorizes, on
the dashboard, to file on EDGAR on its
behalf. Delegated entities must
themselves be electronic filers and must
follow all rules applicable to electronic
filers. Delegated entities are not
permitted to further delegate authority
to file for a delegating electronic filer,
nor are they permitted to take action on
the delegating electronic filer’s
dashboard.
*
*
*
*
*
Direct transmission. The term direct
transmission means the transmission to
EDGAR of one or more electronic
submissions.
*
*
*
*
*
EDGAR Filer Manual. The term
EDGAR Filer Manual means the manual
that sets forth the requirements for
access to EDGAR and the procedural
requirements to make electronic
submissions on EDGAR. Note: See Rule
301 of Regulation S–T (§ 232.301).
*
*
*
*
*
Filing agent. The term filing agent
means any person or entity engaged in
the business of making submissions on
EDGAR on behalf of electronic filers. To
act as a delegated entity for an
electronic filer, a filing agent must be an
electronic filer with an EDGAR account.
*
*
*
*
*
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Individual account credentials. The
term individual account credentials
means credentials issued to individuals
for purposes of EDGAR access, as
specified in the EDGAR Filer Manual,
and used by those individuals to access
EDGAR.
*
*
*
*
*
Single-member company. The term
single-member company means a
company that has a single individual
who acts as the sole equity holder,
director, and officer (or, in the case of
an entity without directors and officers,
holds position(s) performing similar
activities as a director and officer).
*
*
*
*
*
Technical administrator. The term
technical administrator means an
individual that the electronic filer
authorizes on the dashboard to manage
the technical aspects of the electronic
filer’s use of EDGAR Application
Programming Interfaces on the
electronic filer’s behalf.
*
*
*
*
*
User. The term user means an
individual that the electronic filer
authorizes on the dashboard to make
submissions on EDGAR on the
electronic filer’s behalf.
PART 239—FORMS PRESCRIBED
UNDER THE SECURITIES ACT OF 1933
4. The authority citation for part 239
continues to read, in part, as follows:
■
Authority: 15 U.S.C. 77c, 77f, 77g, 77h,
77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m,
78n, 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll,
78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a–
10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30,
80a–37, and sec. 71003 and sec. 84001, Pub.
L. 114–94, 129 Stat. 1321, unless otherwise
noted.
*
*
*
*
*
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77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 80a–8, 80a–24, 80a–29, and 80a–37.
■
5. Revise § 239.63 to read as follows:
§ 239.63
access.
Form ID, application for EDGAR
Form ID must be filed by electronic
filers, or by their account
administrators, to request EDGAR access
and to authorize account administrators
to manage the electronic filer’s EDGAR
account.
■ 6. Form ID (referenced in §§ 239.63,
249.446, 269.7, and 274.402) is revised:
Note: Form ID is attached as Appendix A
at the end of this document. Form ID will not
appear in the Code of Federal Regulations.
PART 249—FORMS, SECURITIES
EXCHANGE ACT OF 1934
7. The general authority citation for
part 249 continues to read as follows:
■
Authority: 15 U.S.C. 78a et seq. and 7201
et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350;
Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904;
Sec. 102(a)(3) Pub. L. 112–106, 126 Stat. 309
(2012), Sec. 107 Pub. L. 112–106, 126 Stat.
313 (2012), Sec. 72001 Pub. L. 114–94, 129
Stat. 1312 (2015), and secs. 2 and 3 Pub. L.
116–222, 134 Stat. 1063 (2020), unless
otherwise noted.
*
■
*
*
*
*
8. Revise § 249.446 to read as follows:
§ 249.446
access.
Form ID, application for EDGAR
Form ID must be filed by electronic
filers, or by their account
administrators, to request EDGAR access
and to authorize account administrators
to manage the electronic filer’s EDGAR
account.
PART 269—FORMS PRESCRIBED
UNDER THE TRUST INDENTURE ACT
OF 1939
9. The authority citation for part 269
continues to read as follows:
Authority: 15 U.S.C. 77ddd(c), 77eee,
77ggg, 77hhh, 77iii, 77jjj, 77sss, and 78ll(d),
unless otherwise noted.
■
10. Revise § 269.7 to read as follows:
§ 269.7 Form ID, application for EDGAR
access.
Form ID must be filed by electronic
filers, or by their account
administrators, to request EDGAR access
and to authorize account administrators
to manage the electronic filer’s EDGAR
account.
PART 274—FORMS PRESCRIBED
UNDER THE INVESTMENT COMPANY
ACT OF 1940
11. The authority citation for part 274
continues to read as follows:
■
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a–8,
80a–24, 80a–26, 80a–29, and 80a–37, unless
otherwise noted.
*
*
*
*
*
12. Revise § 274.402 to read as
follows:
■
§ 274.402
access.
Form ID, application for EDGAR
Form ID must be filed by electronic
filers, or by their account
administrators, to request EDGAR access
and to authorize account administrators
to manage the electronic filer’s EDGAR
account.
By the Commission.
Dated: September 13, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.
Note: Appendix A will not appear in the
Code of Federal Regulations.
■
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]]>Agencies
[Federal Register Volume 88, Number 183 (Friday, September 22, 2023)]
[Proposed Rules]
[Pages 65524-65575]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-20268]
[[Page 65523]]
Vol. 88
Friday,
No. 183
September 22, 2023
Part III
Securities and Exchange Commission
-----------------------------------------------------------------------
17 CFR Parts 232, 239, 249, et al.
EDGAR Filer Access and Account Management; Proposed Rule
Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 /
Proposed Rules
[[Page 65524]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 249, 269, and 274
[Release Nos. 33-11232; 34-98368; 39-2551; IC-34996; File No. S7-15-23]
RIN 3235-AM58
EDGAR Filer Access and Account Management
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (``Commission'') is
proposing rule and form amendments concerning access to and management
of accounts on the Commission's Electronic Data Gathering, Analysis,
and Retrieval system (``EDGAR'') that are related to potential
technical changes to EDGAR (collectively referred to as ``EDGAR
Next''). We propose to require that electronic filers (``filers'')
authorize and maintain designated individuals as account administrators
and that filers, through their account administrators, take certain
actions to manage their accounts on a dashboard on EDGAR. Further, we
propose that filers may only authorize individuals as account
administrators or in the other roles described herein if those
individuals first obtain individual account credentials in the manner
to be specified in the EDGAR Filer Manual. As part of the EDGAR Next
changes, the Commission would offer filers optional Application
Programming Interfaces (``APIs'') for machine-to-machine communication
with EDGAR, including submission of filings and retrieval of related
information. If the proposed rule and form amendments are adopted, the
Commission would make corresponding changes to the EDGAR Filer Manual
and implement the potential technical changes.
DATES: Comments should be received on or before November 21, 2023.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/submitcomments.htm); or
Send an email to [email protected]. Please include
File Number S7-15-23 on the subject line.
Paper Comments
Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number S7-15-23. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method of submission. The Commission will post all
submitted comments on the Commission's website (https://www.sec.gov/rules/proposed.shtml). Comments are also available for website viewing
and printing in the Commission's Public Reference Room, 100 F Street
NE, Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Operating conditions may limit access to the
Commission's Public Reference Room. Do not include personal
identifiable information in submissions; you should submit only
information that you wish to make available publicly. We may redact in
part or withhold entirely from publication submitted material that is
obscene or subject to copyright protection.
Studies, memoranda, or other substantive items may be added by the
Commission or staff to the comment file during this rulemaking. A
notification of the inclusion in the comment file of any such materials
will be made available on our website. To ensure direct electronic
receipt of such notifications, sign up through the ``Stay Connected''
option at www.sec.gov to receive notifications by email.
FOR FURTHER INFORMATION CONTACT: Rosemary Filou, Deputy Director and
Chief Counsel; Daniel K. Chang, Senior Special Counsel; E. Laurita
Finch, Senior Special Counsel; Jane Patterson, Senior Special Counsel;
Margaret Marrero, Senior Counsel; Lidian Pereira, Senior Special
Counsel; EDGAR Business Office at 202-551-3900, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission is proposing amendments to 17
CFR 232.10 (``Rule 10'') and 17 CFR 232.11 (``Rule 11'') under 17 CFR
232.10 through 232.903 (``Regulation S-T''); and amendments to Form ID
(referenced in 17 CFR 239.63, 17 CFR 249.446, 17 CFR 269.7, and 17 CFR
274.402).
Table of Contents
I. Introduction
II. Background
A. Current EDGAR Access and Account Management
B. The Commission's September 2021 Request for Comment
III. Discussion
A. Individual Account Credentials
B. Individual Roles: Account Administrator, User, Technical
Administrator
1. Account Administrators
2. Users
3. Technical Administrators
C. Delegated Entities
1. Delegating Authority To File
2. Separation of Authority of Filer and Delegated Entity
3. Delegated Entities
4. Delegated Users
5. User Groups at Delegated Entities
6. Technical Administrators at Delegated Entities
D. Application Programming Interfaces
1. Submission API
2. Submission Status API
3. EDGAR Operational Status API
E. Proposed Amendments to Rules and Forms
1. Rule 10 Under Regulation S-T
2. Rule 11 Under Regulation S-T
3. Form ID
F. Transition Process
1. Individual Account Credentials
2. Enrollment
3. Compliance
G. General Request for Comment and EDGAR Next Proposing Beta
IV. Economic Analysis
A. Introduction
B. Baseline
C. Consideration of Benefits and Costs as Well as the Effects on
Efficiency, Competition, and Capital Formation
1. Benefits
2. Costs
3. Effects on Efficiency, Competition, and Capital Formation
D. Reasonable Alternatives
1. Require Personally Identifiable Information in Addition to
Individual Account Credentials
2. Requirements for Individual and Small Filers
3. Implementing Performance-Based Standards
4. Institute Phased Compliance Dates by Filer Category or Form
Type
E. Requests for Comment
V. Paperwork Reduction Act
A. Form ID
B. The Dashboard
C. Request for Comment
VI. Small Business Regulatory Enforcement Act
VII. Initial Regulatory Flexibility Analysis
A. Reasons for, and Objectives of, the Proposed Action
B. Legal Basis
C. Small Entities Subject to the Proposed Rule and Form
Amendments
D. Reporting, Recordkeeping, and Other Compliance Requirements
E. Duplicative, Overlapping, or Conflicting Federal Rules
F. Significant Alternatives
G. Request for Comment
Statutory Authority
Appendix A
I. Introduction
We are seeking comment on proposed rule and form amendments
concerning EDGAR filer access and account
[[Page 65525]]
management. Separately, we welcome feedback on related EDGAR technical
functionality.
The Commission is seeking to enhance the security of EDGAR, improve
the ability of filers \1\ to securely manage and maintain access to
their EDGAR accounts, facilitate the responsible management of filer
credentials, and simplify procedures for accessing EDGAR.\2\ In
furtherance of these goals, on September 30, 2021, the Commission
issued a Request for Comment on Potential Technical Changes to EDGAR
Filer Access and Filer Account Management Processes (``2021 Request for
Comment'').\3\ The Commission received comments from and engaged in a
dialogue with interested parties, considered feedback from these
parties, and gathered additional information about filers' interactions
with EDGAR.\4\ The rule and form amendments we are proposing in this
release and the related technical changes seek to achieve the
Commission's goals for secure EDGAR access and account management while
addressing many of the comments and concerns expressed in response to
the 2021 Request for Comment.
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\1\ For purposes of this release, we use the term ``filer'' to
mean ``electronic filer,'' as defined in Rule 11 of Regulation S-T:
``A person or an entity that submits filings electronically pursuant
to Rules 100 or 101 of Regulation S-T.''
\2\ Please refer to proposed Rule 11 of Regulation S-T, set
forth in this release, for definitions of the terms used in this
release, including ``account administrator,'' ``dashboard,''
``user,'' ``delegated entity,'' ``APIs,'' and ``technical
administrator.''
\3\ In the 2021 Request for Comment, we referred to filer
administrators. That term has been changed herein to refer to
account administrators, which we believe is in keeping with industry
nomenclature and is less confusing in context. See Potential
Technical Changes to EDGAR Filer Access and Filer Account Management
Processes, Release No. 33-10993 (Sept. 30, 2021) [86 FR 55029 (Oct.
5, 2021)].
\4\ Comment letters related to the 2021 Request for Comment are
available at https://www.sec.gov/comments/s7-12-21/s71221.htm.
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The obligations for filers contemplated by EDGAR Next would
generally be codified in Rule 10 of Regulation S-T.\5\ Form ID would be
amended to implement those changes and require information about, among
other things, the filer's account administrators,\6\ and to improve the
utility of the form for Commission staff. Moreover, Rule 11 of
Regulation S-T would be amended to provide clarity regarding certain
new terms related to the proposed rule and form amendments.\7\
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\5\ In addition to the changes discussed below, Rule 10 would
also be amended to implement certain technical and conforming
changes. See Section III.E.1.
\6\ We are proposing amendments to Rule 11 under Regulation S-T
to define an ``account administrator'' as an individual authorized
by an electronic filer to manage the electronic filer's EDGAR
account on EDGAR, and to make filings on EDGAR on the electronic
filer's behalf. See the discussion of proposed amendments to Rule 11
in Section III.E.2.
\7\ The amendments to Rule 11 would also update or delete
outdated terminology and clarify the definition of the EDGAR Filer
Manual.
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Under proposed Rule 10(d)(1), only those individuals who obtained
individual account credentials \8\ could be authorized to act on the
filer's behalf on a dashboard \9\ on the EDGAR Filer Management
website.\10\
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\8\ We are proposing amendments to Rule 11 under Regulation S-T
to define ``individual account credentials'' as credentials issued
to individuals for purposes of EDGAR access, as specified in the
EDGAR Filer Manual. See the discussion of proposed amendments to
Rule 11 in Section III.E.2. We currently anticipate that, if the
proposal is adopted, the EDGAR Filer Manual would specify that
individual account credentials must be obtained through Login.gov, a
sign in service of the United States Government that employs multi-
factor authentication.
\9\ We are proposing amendments to Rule 11 under Regulation S-T
to define the ``dashboard'' as an interactive function on EDGAR
where electronic filers manage their EDGAR accounts and individuals
that electronic filers authorize may take relevant actions for
electronic filers' accounts. See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
\10\ See EDGAR Filer Management website at https://www.filermanagement.edgarfiling.sec.gov.
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Proposed Rule 10(d)(2) would require each filer to authorize and
maintain individuals as its account administrators \11\ to manage the
filer's EDGAR account on the filer's behalf, in accord with the EDGAR
account access and account management requirements set forth in this
proposal and in the EDGAR Filer Manual. The filer could authorize
someone who is not an employee of the filer \12\ as the filer's account
administrator, if the authorized individual for the filer \13\ provided
a relevant notarized power of attorney authorizing that individual to
be the filer's account administrator.\14\
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\11\ Applicants (individuals and companies) for EDGAR access
would designate account administrators on Form ID. See proposed Form
ID.
\12\ For example, if a filer wished to authorize an individual
employed by its filing agent to act as the filer's account
administrator, the authorized individual for the filer would be
required to upload a notarized power of attorney authorizing the
individual to be the filer's account administrator. See proposed
Form ID, Part 3.
\13\ We are proposing amendments to Rule 11 under Regulation S-T
to define ``authorized individual.'' See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
\14\ Foreign filers who do not have access to a U.S. notary
public could use the foreign local equivalent of a notary public
(e.g., apostille) or obtain notarization by a remote online notary
recognized by the law of any State or territory in the U.S. or the
District of Columbia. See EDGAR Filer Manual, Volume I, at Section
3.
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On the dashboard, account administrators would take actions on
behalf of the filer to add and remove authorized users, account
administrators, and technical administrators; and annually confirm the
accuracy of the filer's information on the dashboard.
Additionally, on the dashboard, account administrators could
delegate authority to file on behalf of the filer to any other EDGAR
account, such as a filing agent, making that account a delegated entity
of the filer, and could remove a delegated entity's authority to file
on the filer's behalf. A delegated entity would have its own EDGAR
account and dashboard to manage its account. Because it would itself be
a filer, a delegated entity would be subject to the same requirements
as other filers. Through its dashboard, a delegated entity could manage
the delegated authority it received from filers. If a delegated entity
accepted a delegation from a filer, the delegated entity's account
administrators would become delegated administrators with respect to
that filer. Each delegated administrator could thereafter manage which
of the users of the delegated entity would become delegated users for
particular filers. A delegated entity could not further delegate
authority to file on behalf of that filer, nor could delegated
administrators take action on the filer's dashboard. Similarly, the
filer's account administrators could not view or take action on the
delegated entity's dashboard.\15\
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\15\ Please see the illustration in diagram 3 in Section III.C.
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As proposed, Rule 10(d)(4) would require each filer, through its
authorized account administrators, to confirm annually that all account
administrators, users,\16\ delegated entities,\17\ and technical
administrators \18\ reflected on the dashboard for the filer's EDGAR
account are authorized by the filer and that all information regarding
the filer on the dashboard is accurate (generally including the filer's
corporate and contact information).
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\16\ We are proposing amendments to Rule 11 under Regulation S-T
to define a ``user'' as an individual that the filer authorizes on
the dashboard to make submissions on EDGAR on the filer's behalf.
See the discussion of proposed amendments to Rule 11 in Section
III.E.2.
\17\ We are proposing amendments to Rule 11 under Regulation S-T
to define a ``delegated entity'' as an electronic filer that another
electronic filer authorizes, on the dashboard, to file on EDGAR on
its behalf. See the discussion of proposed amendments to Rule 11 in
Section III.E.2.
\18\ We are proposing amendments to Rule 11 under Regulation S-T
to define a ``technical administrator'' as an individual that the
filer authorizes on the dashboard to manage the technical aspects of
the filer's use of EDGAR Application Programming Interfaces on its
behalf. See the discussion of proposed amendments to Rule 11 in
Section III.E.2.
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Pursuant to proposed Rule 10(d)(5), each filer, through its
authorized
[[Page 65526]]
account administrators, would further be required to maintain accurate
and current information about the filer on EDGAR, and, pursuant to
proposed Rule 10(d)(6), to securely maintain information relevant to
the ability to access the filer's EDGAR account.
As part of EDGAR Next, the Commission would offer filers optional
APIs \19\ to facilitate machine-to-machine communication with EDGAR,
including submission of filings and retrieval of related information.
Pursuant to proposed Rule 10(d)(3), if the filer decided to use an
optional API, the filer would be required to authorize two individuals
to be technical administrators to manage the API.\20\ In addition, the
filer would present security tokens to EDGAR, which would be reissued
annually, and which the technical administrators would manage on the
filer's dashboard. Individuals using the APIs would be required to sign
in with their individual account credentials and complete multi-factor
authentication on a monthly basis.
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\19\ We are proposing amendments to Rule 11 under Regulation S-T
to define an ``Application Programming Interface'' or ``API'' as a
software interface that allows computers or applications to
communicate with each other. See the discussion of proposed
amendments to Rule 11 in Section III.E.2.
\20\ See proposed Rule 10(d)(3).
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The Commission intends to make available to filers an EDGAR Next
Proposing Beta environment \21\ that reflects the proposed rule and
form amendments and related technical changes. In addition to public
comment on the proposed rule and form amendments, the Commission
welcomes feedback from filers about the technical aspects of EDGAR
Next.\22\
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\21\ The Commission staff will make available an EDGAR Next
Proposing Beta environment shortly after the issuance of this
release, and it will remain open to filers for at least 6 months
thereafter.
The EDGAR Next Proposing Beta will reflect the proposed rule and
form changes as well as the technical changes to EDGAR set forth in
this release. The EDGAR Next Proposing Beta environment will
therefore contain functionality, including APIs, not included in the
2021 Request for Comment beta environment.
If the Commission later adopts the proposed rule and form
changes set forth in this release, staff would make available to
filers an EDGAR Next Adopting Beta environment that reflects the
rule and form changes as adopted and the technical changes to EDGAR
to be made in connection with adoption. The EDGAR Next Adopting Beta
would allow filers to prepare for the transition to the rule and
form changes as adopted and the final version of the technical
changes to EDGAR.
\22\ Technical feedback may be submitted to the public comment
file.
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II. Background
A. Current EDGAR Access and Account Management
Presently, those seeking to file on EDGAR apply for access pursuant
to Rule 10 of Regulation S-T by completing the Form ID application for
access on the EDGAR Filer Management website and submitting a notarized
copy of that application signed by an authorized individual of the
filer.\23\ Form ID is an online fillable form that requires the
applicant to provide the applicant's name and contact information, the
applicant's point of contact for EDGAR information, inquiries, and
access codes (``EDGAR POC''), and its contact for SEC account
information and billing invoices (``billing contact'').\24\ Further,
when the applicant entity or individual submits the Form ID, the
applicant must create and retain a passphrase to be used to create
access codes if the application is granted.
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\23\ See EDGAR Filer Manual, Volume I, at Section 3. The EDGAR
Filer Manual specifies the instructions filers must follow when
making electronic filings on EDGAR and is incorporated by reference
in the Code of Federal Regulations by 17 CFR 232.301 (Rule 301 of
Regulation S-T). Rule 10 of Regulation S-T and the EDGAR Filer
Manual permit manual, electronic, and remote online notarizations,
authorized by the law of any State or territory of the United States
or the District of Columbia. See 17 CFR 232.10 and EDGAR Filer
Manual, Volume I, at Section 3. An ``authorized individual'' for
purposes of the Form ID notarization process is an individual with
the authority to legally bind the applicant, or an individual with a
power of attorney from an individual with the authority to legally
bind the applicant. See EDGAR Filer Manual, Volume I, at Section 3.
\24\ 17 CFR 239.63, 249.446, 269.7, and 274.402.
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If Commission staff approves the Form ID application, an account in
the filer's name is opened on EDGAR, denoted by a central index key
number (``CIK'') unique to that filer, if needed.\25\ The EDGAR POC may
then generate access codes to allow the filer to make submissions on
its EDGAR account. To do so, the EDGAR POC uses the CIK provided in an
email from EDGAR and the passphrase the filer created on EDGAR when the
filer submitted the Form ID to generate a password, central index key
confirmation code (``CCC''), and password modification authorization
code (``PMAC'').\26\ Together with the CIK, the filer's password,
passphrase, CCC, and PMAC constitute the EDGAR access codes.
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\25\ While most applicants that submit Form ID have not
previously been assigned a CIK, a small number of other applicants
have already been assigned a CIK but have not filed electronically
on EDGAR. These applicants continue to use the same CIK when they
receive access to EDGAR and are not assigned a new CIK.
\26\ See EDGAR Filer Manual, Volume I, at Section 4. For a
discussion of the functions of these access codes, please see the
``Understand and utilize EDGAR CIKs, passphrases, and access codes''
section of the ``EDGAR--How Do I'' FAQs, at https://www.sec.gov/edgar/filer-information/how-do-i.
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Filers make submissions on EDGAR using their CIK, password, and
CCC. Filings on EDGAR are therefore traceable to the filer's CIK. EDGAR
does not presently issue identifying credentials to individuals making
filings on EDGAR; an individual's authority to file on EDGAR is
predicated on possession of the password and CCC. Thus, filings are not
easily traceable to individuals, and the Commission currently does not
provide a technical solution through which filers may manage
individuals who make submissions on filers' behalf. As a result,
Commission staff and affected filers often encounter delays in
addressing potentially problematic filings.
Because filers are required to securely maintain their EDGAR access
codes,\27\ Commission staff understands that many filers have devised
their own internal methods of tracking the individuals who possess the
password and CCC. Other filers, however, may not have closely tracked
the individuals who possess the password and CCC and/or otherwise
maintained secure access to filers' EDGAR accounts. For example,
Commission staff understands that some filers have shared EDGAR access
codes with co-registrants, filing agents, and various employees through
non-secure means and without tracking or recording the names and
identities of the recipients.
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\27\ See EDGAR Filer Manual, Volume I, at 4 (``Filers must
securely maintain all EDGAR access codes and limit the number of
persons who possess the codes.'').
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EDGAR does not currently employ multi-factor authentication. As
noted, if an individual has the password and CCC, then no other
authentication is required to access EDGAR. Multi-factor authentication
would increase the level of assurance that an individual is indeed the
person authorized to access an account by requiring provision of an
additional data point to gain access.
Filers routinely hire filing agents, which include law firms and
third-party software providers, to assist with filing on EDGAR. Indeed,
EDGAR data reveals that, at a minimum, more than 60% of filings on
EDGAR are made by a filing agent on the filer's behalf,\28\ and
[[Page 65527]]
commenters have indicated that 81-90% of EDGAR filings are not manually
submitted to EDGAR.\29\ While EDGAR does not require the use of filing
agents, a filer may decide to hire a filing agent to assist with EDGAR
filing.
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\28\ In calendar year 2021, 63% of all EDGAR submissions were
made by filers that identified themselves as ``filing agents.''
Because filing agents are not required to self-identify in EDGAR as
such, however, and instead could simply identity themselves as a
``filer,'' the actual percentage of EDGAR submissions made by filing
agents may be significantly higher.
\29\ See Workiva Comment Letter (Nov. 30, 2021) (``Workiva
Comment Letter''); XBRL US Comment Letter (Dec. 1, 2021) (``XBRL
Comment Letter'').
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Further, as noted in comments submitted in response to the 2021
Request for Comment, individual filers who are officers and/or
directors with obligations to file on EDGAR pursuant to section 16 of
the Securities Exchange Act of 1934 (``Exchange Act'') \30\ routinely
rely upon the companies for which they serve as officers and/or
directors to make filings on their behalf on EDGAR.\31\ Likewise, other
filers may make filings on behalf of affiliated or related entities,
such as asset-backed securities issuers on behalf of their serial
companies.\32\
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\30\ 15 U.S.C. 78p.
\31\ See Orrick, Herrington & Sutcliffe LLP Comment Letter (Feb.
23, 2022) (``Orrick Comment Letter''); McGuireWoods, LLP and
Brownstein Hyatt Farber Schreck, LLP (Dec. 1, 2021) (``McGuireWoods
Comment Letter''); Brandon Norman Egren, Associate General Counsel &
Assistant Secretary, Verizon (Dec. 1, 2021) (``Verizon Comment
Letter''); Toppan Merrill (Nov. 22, 2021) (``Toppan Comment
Letter'').
\32\ See Donnelly Financial Solutions Comment Letter (Dec. 1,
2021) (``DFIN Comment Letter''); XBRL Comment Letter.
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Filers make submissions on EDGAR through one of three web-based
user interfaces, depending on the type of submission made.\33\
Commission staff is aware that filers and filing agents have for years
sought to automate submissions on EDGAR so as not to rely upon web-
based interfaces, and many filers and filing agents have engineered
their own automated processes to make submissions and otherwise
interact with EDGAR. These filers and filing agents extract data and
content from, or ``scrape,'' the EDGAR filing websites and use that
data to create custom software that allows them to interact with the
websites in a machine-to-machine fashion to accomplish tasks such as
scheduling filings and making a large volume of submissions on numerous
different CIK accounts.\34\
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\33\ See EDGAR Filer Management website at https://www.filermanagement.edgarfiling.sec.gov; EDGAR Filing website at
https://www.edgarfiling.sec.gov/Welcome/EDGARLogin.htm; and EDGAR
Online Forms website at https://www.edgarfiling.sec.gov/Welcome/EDGAROnlineFormsLogin.htm.
\34\ See CompSci Comment Letter (Nov. 19, 2021); Workiva Comment
Letter (Nov. 30, 2021); CompSci Resources LLC Comment Letter (Nov.
19, 2021).
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Filers and filing agents must modify their custom software
periodically to accord with underlying changes to EDGAR code.
Similarly, when Commission staff makes EDGAR software changes, staff
has coordinated with filers and filing agents using custom software to
prevent filing disruptions. As a result, efficient implementation of
certain technical changes in EDGAR may be delayed while such
coordination and software adjustments take place.
B. The Commission's September 2021 Request for Comment
The 2021 Request for Comment sought feedback from filers about
potential technical changes to EDGAR access and account management,
including the addition of individual account credentials with multi-
factor authentication, a dashboard on EDGAR where a filer would manage
its EDGAR account, administrators to manage the filer's account and
annually confirm the filer's information, and the time period required
to implement the potential technical changes. To assist filers in
assessing the potential technical changes, the Commission provided
filers access to a beta environment that reflected the majority of the
potential technical changes.
The Commission received over forty comment letters in response to
the 2021 Request for Comment.\35\ Commenters were generally supportive
of the Commission's objectives,\36\ but were concerned about certain
aspects of the potential technical changes.
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\35\ Twenty of these letters were form letters that requested an
extension of the deadline to provide comments, as opposed to
providing substantive comments.
\36\ See, e.g., Verizon Comment Letter (Dec. 1, 2021); XBRL US
Comment Letter; Workiva Comment Letter; Davis Polk Comment Letter
(Dec. 1, 2021).
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With respect to requiring individual account credentials, many
commenters expressed the view that the potential technical changes
would prevent filers and filing agents from continuing to use their
custom third-party software to make machine-to-machine submissions on
EDGAR. Several commenters estimated that currently 81-90% of EDGAR
filings are submitted to EDGAR directly through third-party filing
systems rather than manually uploaded on an individual basis via EDGAR
filing websites.\37\ Commenters stated that the Login.gov multi-factor
authentication process does not support automated machine-to-machine
authentication and requested that the Commission consider machine-to-
machine authentication to facilitate the ability to pre-schedule and
perform bulk filings, reduce the potential for error due to manual
processing, reduce the risk of missing deadlines, and decrease the cost
of compliance.\38\ One commenter conducted a survey of filers wherein
70% of respondents believed that the increased time required to submit
filings due to the loss of direct submission capability from third-
party filing systems would be ``very impactful'' or ``extremely
impactful'' to their filing success.\39\
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\37\ See Workiva Comment Letter; XBRL US Comment Letter.
\38\ See, e.g., Workiva Comment Letter; XBRL US Comment Letter.
\39\ See Workiva Comment Letter (the filer survey included 660
responses from Nov. 15-27, 2021).
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The Commission also requested comment on whether filers should
authorize administrators to manage filers' EDGAR accounts. Certain
commenters expressed concerns about the impact that the institution of
administrators would have on individual officer and director filers
pursuant to section 16 of the Exchange Act.\40\ Commenters recommended
that the Commission allow a company to create and manage a company-
specific account for an individual non-employee director or section 16
officer.\41\ These commenters further suggested that each company be
required to obtain a notarized power of attorney from the individual so
that the company could create and maintain the company-specific account
on behalf of the individual.\42\
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\40\ See, e.g., Workiva Comment Letter; XBRL US Comment Letter.
\41\ See McGuire Woods, LLP and Brownstein Hyatt Farber Schreck,
LLP Comment Letter (Dec. 1, 2021) (``McGuire/Brownstein Comment
Letter''); Orrick, Herrington & Sutcliffe LLP Comment Letter (Feb.
23, 2022) (``Orrick Commenter Letter'') (reiterating the concern
that the new filer administrator position would create an
administrative burden on section 16 filers and endorsing instead the
company-specific account approach outlined in the McGuire/Brownstein
Comment Letter).
\42\ These commenters also recommended ``grandfathering''
issuers with existing powers of attorney for section 16 officers and
directors. Alternatively, they recommended a ``negative consent''
construct, according to which a company would be deemed to have
authority to create a new company-specific account unless an officer
or director expressly objected during a set period of time. See
McGuire/Brownstein Comment Letter; Orrick Comment Letter.
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With respect to the Commission's request for comment on a
requirement to annually confirm users and administrators, commenters
generally did not support the requirement,\43\
[[Page 65528]]
noting that it would increase the number of required confirmations,
would be duplicative, and would necessitate additional management
effort for filers, thus increasing the administrative burden.\44\
Certain commenters recommended limiting confirmation to
administrators.\45\ Others suggested that the Commission implement an
active notification process to inform filers of impending expiration
\46\ and recommended a grace period after failure to make a
confirmation.\47\ Several commenters recommended that denying EDGAR
access until the administrator has reconfirmed would be less burdensome
than deactivating accounts.\48\
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\43\ See, e.g., McGuire/Brownstein Comment Letter; XBRL US
Comment Letter. A few commenters also requested enhancement of the
beta environment to reflect ``a complete testing environment'' or
the ``full life cycle of an SEC EDGAR filing which would enable full
and appropriate analysis.'' See, e.g., Toppan Comment Letter (Nov.
30, 2021); Donnelley Financial Solutions Comment Letter (Nov. 18,
2021).
\44\ See XBRL US Comment Letter; Workiva Comment Letter; DFIN
Comment Letter.
\45\ See XBRL US Comment Letter; Workiva Comment Letter; DFIN
Comment Letter.
\46\ See DFIN Comment Letter; Workiva Comment Letter.
\47\ See DFIN Comment Letter; Workiva Comment Letter; XBRL US
Comment Letter.
\48\ See Workiva Comment Letter; XBRL US Comment Letter.
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With respect to the time period required to effectuate the
potential technical changes to EDGAR access and account management, one
commenter indicated that 66% of its surveyed respondents expressed the
view that an appropriate transition period would be 1-3 years,\49\ one
commenter suggested a transition period of 18-24 months, and another
commenter recommended a transition period of at least one year.\50\
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\49\ Workiva Comment Letter (referencing the same filer survey
discussed above).
\50\ See XBRL US Comment Letter; McGuire/Brownstein Comment
Letter.
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The staff engaged in additional dialogue with commenters and other
interested parties regarding the 2021 Request for Comment and further
approaches to EDGAR access improvements.\51\ Among the topics discussed
were APIs for submission and for checking accession numbers (numbers
filers receive from EDGAR indicating receipt of a filing), filing
status, and other information; annual confirmation of individuals
authorized to make submissions on a filer's behalf; whether accession
numbers should be traceable to the individuals making submissions or
instead to the CIK numbers associated with the submissions; bulk
submissions and user group functionality; delegation of authority to
file; a potential transition process to implement the changes
contemplated by the 2021 Request for Comment; and other technical
topics.
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\51\ Staff invited interested parties to participate in the
dialogue through the Commission's EDGAR Next web page.
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Having considered the significant additional information provided
by commenters in response to the 2021 Request for Comment and the
subsequent dialogue with interested parties, we are contemplating a
number of changes in connection with the EDGAR Next project, including
proposed amendments to Rules 10 and 11 under Regulation S-T and to Form
ID; changes to enhance dashboard functionality; and the addition of
optional APIs to allow machine-to-machine submissions on EDGAR as an
alternative to submission through the EDGAR filing websites.
III. Discussion
We are proposing amendments to Rule 10 under Regulation S-T
concerning EDGAR filer access and account management and related
matters; Form ID, the application for EDGAR access; and Rule 11 under
Regulation S-T, containing the definitions of terms in Regulation S-T.
Proposed amendments to Rule 10 and Form ID would set forth requirements
for each EDGAR filer to authorize and maintain individual account
administrators to manage the filer's EDGAR account on a dashboard on
EDGAR, and to authorize account administrators, users, and technical
administrators only if those individuals obtained individual account
credentials.\52\ Each filer, through its account administrators, would
be required to confirm annually that all account administrators, users,
technical administrators, and delegated entities reflected on the
filer's dashboard are authorized by the filer to act on its behalf, and
that all information about the filer on the dashboard is accurate;
maintain accurate and current information on EDGAR concerning the
filer's account; and securely maintain information relevant to the
ability to access the filer's EDGAR account.
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\52\ We are proposing amendments to Rule 11 under Regulation S-T
to define ``individual account credentials'' as credentials issued
to individuals for purposes of EDGAR access. See the discussion of
proposed amendments to Rule 11 in Section III.E.2.
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On the dashboard, account administrators could add and remove
authorized users, account administrators, and technical administrators;
delegate and remove delegated authority to file to other EDGAR
accounts; and annually confirm the accuracy of all information on the
dashboard. The dashboard would contain the filer's corporate and
contact information, generally corresponding to the company information
currently maintained on EDGAR.\53\ The dashboard would be available
during EDGAR operating hours,\54\ such that filers could manage their
EDGAR accounts during the same time period that they would file on
EDGAR.
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\53\ The information corresponds to information that filers
presently amend through a ``Company Update'' or ``COUPDAT''
submission. Filers would continue to be able to edit their company
information through COUPDATs under the EDGAR Next changes.
\54\ Regulation S-T provides that filings ``may be submitted to
the Commission each day, except Saturdays, Sundays, and Federal
holidays, from 6 a.m. to 10 p.m., Eastern Standard Time or Eastern
Daylight Saving Time, whichever is currently in effect.'' 17 CFR
232.12(c). The dashboard would be available from 6.a.m.-10 p.m. as
described above, so that filers could manage their accounts during
the period when EDGAR filings could be submitted.
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The Commission would provide optional APIs for machine-to-machine
communication with EDGAR, including to submit filings and to facilitate
filers' retrieval of information regarding their submissions. To use
APIs, filers would be required to authorize two technical
administrators and present certain tokens to EDGAR that we plan to
specify in the EDGAR Filer Manual. Filers who did not wish to use the
APIs would not need to do so and therefore would not need to comply
with the API-related requirements. Those filers could continue to make
submissions through the web-based EDGAR filing websites.
A. Individual Account Credentials
Under proposed Rule 10(d)(1), a filer could only authorize an
individual to perform functions on the dashboard on the filer's behalf
if the individual possessed individual account credentials, obtained in
the manner specified in the EDGAR Filer Manual. This requirement would
pertain to all existing filers and all individuals acting on behalf of
those filers, as well as all applicants for access to EDGAR.
We anticipate requiring, through the EDGAR Filer Manual, that
individual account credentials be obtained through Login.gov, a secure
sign in service of the U.S. General Services Administration.\55\
Login.gov is used by participating Federal agencies, as well as State,
local, and territorial governments to provide a secure login process
and to allow members of the public to use a single account that is
protected by encryption, multi-factor authentication, and additional
safeguards.\56\
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\55\ https://www.login.gov/.
\56\ See Login.gov, ``About us,'' at https://www.login.gov/about-us/.
_____________________________________-
On the Login.gov website, the individual would respond to prompts
to provide an email address and select a multi-factor authentication
option.\57\
[[Page 65529]]
The email address provided to Login.gov would be required to match the
email address the filer provides to EDGAR, for example, on Form ID.\58\
After the individual confirmed her email address and completed multi-
factor authentication, Login.gov would issue individual account
credentials to the individual to sign in to EDGAR.
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\57\ As of the date of this proposal, Login.gov multi-factor
authentication options include: (1) a security key; (2) Government
employee or military PIV or CAC cards; (3) authentication
application; (4) text message/SMS or telephone call; and (5) backup
codes, with (1), (2), and (3) being the most secure methods, and (5)
being the least secure authentication option according to Login.gov.
See generally Login.gov, Authentication Options at https://www.login.gov/help/get-started/authentication-options/. See also
generally Login.gov, ``Privacy and security: Our security
practices,'' at https://login.gov/policy/our-security-practices/ for
information on Login.gov's security practices.
\58\ While Login.gov permits multiple email addresses to be
associated with a single Login.gov account, EDGAR would require a
single email address related to the need to access EDGAR be
associated with the individual account credentials. To change an
email address (for example, because of a change of domain name), the
individual would change the email in the dashboard and then change
it on Login.gov to maintain access to EDGAR.
---------------------------------------------------------------------------
In accord with proposed Rule 10(d), all account administrators,
users, and technical administrators would be required to use their
individual account credentials, and multi-factor authentication, to
sign into all EDGAR filing websites. After entering the Login.gov
username and password, each individual would be prompted to enter a
one-time passcode received through the multi-factor authentication
option the individual selected when obtaining individual account
credentials at Login.gov.\59\
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\59\ If the individual lost or forgot her Login.gov password,
the individual would reset the password through Login.gov,
simplifying and automating the process of password retrieval.
---------------------------------------------------------------------------
Individual account credentials would enhance EDGAR security and
improve the ability of filers to securely maintain access to their
EDGAR accounts. As noted, filers currently share access codes among
multiple individuals, making it difficult to track with whom the codes
are shared or to trace a filing to a specific individual. The use of
individual account credentials would enable Commission staff and filers
to easily determine the individuals making specific filings on EDGAR.
Linking individuals to the filings they make would be particularly
useful for filers and Commission staff when problematic filings are
made on EDGAR and would enhance the security and integrity of the
system.
The use of individual account credentials would provide additional
assurance that only individuals who have been properly authorized by
the filer or the filer's account administrator could take actions on
the filer's behalf on EDGAR. Currently, the process of filing on EDGAR
requires the filer to use certain EDGAR access codes. EDGAR Next would
enhance security by requiring an individual seeking to make a filing on
EDGAR to sign in with individual account credentials, complete multi-
factor authentication, be authorized by the filer or the filer's
account administrator, and enter the filer's CIK and CCC.
Multi-factor authentication for individual accounts would be
required to access EDGAR. Multi-factor authentication is a widely
accepted security tool that would improve the security of access to
EDGAR by adding a layer of validation each time an individual signed
into EDGAR. Consistent with general industry practice, and standard
Login.gov processes, individuals could check a box labeled ``remember
this browser'' during the Login.gov sign-in process to preserve their
multi-factor authentication for 30 days if they used the same web
browser for login.\60\
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\60\ Consistent with current practice, an individual logged into
EDGAR would be automatically logged out if the individual were idle
for more than 60 minutes, as well as at the end of EDGAR's hours of
operation (10:00 p.m. ET on business days). In each of those cases,
the individual would need to complete multi-factor authentication in
order to log back into EDGAR unless the individual had successfully
signed into EDGAR and checked the ``remember this browser'' box
within the last 30 days.
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Under EDGAR Next, the EDGAR password, PMAC, and passphrase would no
longer be used. The historic use of several codes with differing
functions is not in accord with standard access processes. The use of
individual account credentials aligns more closely with streamlined,
modern access processes, including individual login using multi-factor
authentication. The CCC would persist as the code required for filing,
but, as noted, individuals seeking to file would also need to sign in
with individual account credentials, complete multi-factor
authentication, and be authorized by the filer or an account
administrator for the filer. Because of these additional safeguards,
the filer's CCC would be displayed on the dashboard for account
administrators and users.
Requests for Comment
1. Should we require the use of individual account credentials, as
proposed under Rule 10(d)(1), and multi-factor authentication for all
existing filers, individuals acting on their behalf, and applicants for
access to EDGAR?
2. Does the filing community have experience with obtaining account
credentials from third-party service providers including or similar to
Login.gov that the Commission should consider? If so, which third-party
service party service providers, and what experience? Would the use of
third-party service providers give rise to any security concerns for
individual or entity filers?
3. Would the use of individual account credentials give rise to any
concerns regarding costs, confusion, or complexity for individual or
entity filers? Are there specific concerns for individual or entity
filers that make filings with respect to more than one subject company
(e.g., an individual filer who is a board member for more than one
company)? If so, what concerns? Please be specific.
B. Individual Roles: Account Administrator, User, Technical
Administrator
Under proposed Rule 10(d)(2), each filer would be required as an
initial matter to authorize and maintain at least two individuals with
individual account credentials as account administrators to manage the
filer's EDGAR account and to make submissions on EDGAR on behalf of the
filer,\61\ unless the filer were an individual or single-member
company,\62\ in which case it would be required to authorize and
maintain at least one individual with individual account credentials as
an account administrator.
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\61\ See EDGAR Filer Manual, Volume I, at Section 4.
\62\ As defined in proposed Rule 11 and proposed Form ID, a
``single-member company'' would be a company that has a single
individual who acts as the sole equity holder, director, and officer
(or, in the case of an entity without directors and officers, holds
position(s) performing similar activities as a director and
officer).
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Using the dashboard on EDGAR, account administrators, acting on
behalf of the filer, would authorize individuals with individual
account credentials to be users, additional account administrators, or
technical administrators for the filer, as needed. This process is
illustrated in diagram 1 below. Further, account administrators could
de-authorize account administrators, users, and technical
administrators for the filer.
[[Page 65530]]
[GRAPHIC] [TIFF OMITTED] TP22SE23.001
Individuals in each role would perform different functions for the
filer, and an individual's dashboard would display functionality that
corresponded to the respective individual's role, as explained more
fully below.
An individual could be authorized to perform more than one role for
a filer. For example, one individual could be both an account
administrator and a technical administrator, or one individual could be
both a technical administrator and a user. An account administrator
could not be a user, however, given that account administrators are
able to perform all the functions of a user, including the ability to
file on EDGAR, themselves.
Analogous additional roles would exist at delegated entities--
filers, including filing agents, to which another filer delegates
authority to file on its behalf. Specifically, the delegated entity's
account administrators would become delegated administrators for the
filer, and delegated administrators would have the ability to authorize
one or more of the delegated entity's users as delegated users who
could make submissions on behalf of that filer.
The key functions that could be performed by each role are
illustrated in diagram 2 below.
Diagram 2--Key Functions for Each Role
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Manage account Delegate to/
administrators, accept
Submit Generate/ users, technical delegated Manage Manage Manage
Role filings, change CCC administrators, entity status delegated filer API user API
view CCC and delegated from another users token token
entities filer
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Account Administrator.............................. X X X X ........... ........... X
User............................................... X ........... ................. ............... ........... ........... X
Technical Administrator............................ ........... ........... ................. ............... ........... X ...........
Delegated Administrator............................ X ........... ................. ............... X ........... X
Delegated User..................................... X ........... ................. ............... ........... ........... X
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1. Account Administrators
Proposed Rule 10 paragraphs (d)(4), (d)(5), and (d)(6) would
require that the filer, through its account administrators, be
responsible to maintain accurate and current information on EDGAR
concerning the filer's account and to confirm that information
annually, as well as to securely maintain information relevant to the
ability to access the filer's EDGAR account, including but not limited
to access through any APIs.
Under EDGAR Next, account administrators, on behalf of the filer,
would be responsible for the security of the filer's EDGAR account and
the accuracy of the filer's information on EDGAR. Account
administrators would manage the filer's account on the dashboard, which
would display relevant functionality for them to:
Add and remove users, account administrators, and
technical administrators (including removing themselves as account
administrators);
Create and edit groups of users;
Delegate filing authority to other EDGAR accounts, such as
a filing agent's account, and remove such delegations;
Make the required annual confirmation of all of the
filer's information on the dashboard;
Generate a new CCC for the filer; and
View and correct their own profile information (name,
address, phone number, etc.).
Account administrators could also make submissions on behalf of the
filer on EDGAR, allowing filers to make submissions on EDGAR through
their account administrators without adding individuals as users on the
account.
In addition, account administrators would serve as the points of
contact for questions from Commission staff regarding the filer's
account.\63\
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\63\ Technical administrators would serve as the Commission
staff's points of contact regarding the filer's use of the APIs. See
infra Section III.B.3.a.
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Each account administrator would be co-equal, possessing the same
authority and responsibility to manage the filer's EDGAR account. There
would be no primary account administrator. All actions that would be
required to be
[[Page 65531]]
performed by account administrators could be performed by any of them
individually and would not require joint action by the filer's account
administrators.
a. Filer Authorization of Account Administrators
Under the proposal, prospective EDGAR filers would designate on
Form ID the individuals that the filer authorized as account
administrators.\64\ As noted above, pursuant to proposed Rule 10(d)(1),
the filer could only authorize individuals as account administrators if
those individuals had obtained individual account credentials in the
manner specified in the EDGAR Filer Manual.
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\64\ A unique process would be employed to transition existing
filers, as discussed in the transition section below (see Section
III.F).
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Prospective company filers could authorize as account
administrators either (i) individuals employed at the filer or an
affiliate of the filer or (ii) any other individual, provided the filer
submitted a notarized power of attorney authorizing such other
individual to be its account administrator. Prospective individual
filers could authorize as account administrators either (i) themselves
or (ii) any other individual, provided the filer submitted a notarized
power of attorney authorizing such other individual to be the
individual filer's account administrator.
A prospective account administrator would complete the prospective
filer's Form ID and electronically submit it, and also upload a
notarized copy of the prospective filer's Form ID signed by an
authorized individual of the prospective filer, as currently required.
The signature of the authorized individual would constitute the filer's
authorization of the account administrators listed on Form ID.
If the prospective filer sought to authorize another individual as
an account administrator, the prospective filer would additionally be
required to provide Commission staff with a notarized power of attorney
executed by an authorized individual of the prospective filer granting
authority to that individual to be an account administrator. The power
of attorney would be uploaded with the prospective filer's completed,
notarized Form ID.\65\
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\65\ Currently, a person with a power of attorney from an
individual filer may sign the Form ID application for the individual
filer; in that case, the power of attorney document must accompany
the notarized Form ID application. See EDGAR Filer Manual, Volume I,
at Section 3. Existing Commission practice also permits the Form ID
to be signed by an individual with a power of attorney from a filing
entity, such as a corporation.
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If, after reviewing the Form ID application, Commission staff
granted access to EDGAR to the filer, EDGAR would email the account
administrators listed on Form ID the filer's CIK number and a link to
the relevant EDGAR website, similar to the current process. The account
administrators could then access the filer's dashboard by logging into
EDGAR with their individual account credentials and completing multi-
factor authentication.
On the dashboard, account administrators could generate a CCC for
the newly issued CIK. The CCC would be securely saved in the dashboard
and would be visible to all account administrators and users, delegated
administrators, and delegated users for that CIK to facilitate their
ability to make submissions on behalf of the filer.
Account administrators could authorize additional account
administrators via the dashboard. Thus, if the initial account
administrators are determined to be properly authorized to act for the
filer on EDGAR, those initial account administrators would be
authorized to add account administrators.
b. Number of Account Administrators
As proposed in Rule 10(d)(2), filers who are individuals or single-
member companies would be required to authorize and maintain at least
one account administrator; all other filers would be required to
authorize and maintain at least two account administrators. On the
dashboard, any account administrator could add account administrators
to the filer's EDGAR account; the maximum number of account
administrators would be twenty. After an account administrator invited
the individual on the dashboard, EDGAR would send an email invitation
to the individual at the email address used to create individual
account credentials.
Requiring most filers to authorize at least two account
administrators would increase the ability of filers to manage their
EDGAR accounts without interruption. Thus, if an account administrator
unexpectedly resigned or otherwise ceased to be available to manage the
filer's account, the remaining account administrators would continue to
manage the filer's account and could authorize additional account
administrators. If the account administrator who sought to resign was
one of the required two account administrators for an entity filer,
then that account administrator could not be removed from the filer's
EDGAR account unless the filer first added another account
administrator through the dashboard to meet the required minimum of two
account administrators. For individual filers and single-member
companies, at least one account administrator would always be required
because those filers typically consist of only one individual. A limit
of twenty account administrators would likely be sufficient to allow
for management of large accounts, while avoiding the confusion that a
larger number of account administrators might cause.
If all the account administrators for a filer ceased to be
available to manage the filer's account, the filer would be required to
submit a new Form ID to authorize new account administrators.
c. Account Administrator Authorization and Removal of Users, Technical
Administrators, and Other Account Administrators
An account administrator could add an individual as a user, account
administrator, or technical administrator for an EDGAR account through
the dashboard. The account administrator would enter on the dashboard
the prospective individual's first and last name and email address, and
EDGAR would send an email invitation to that address. The email address
would be required to match the email address provided by the individual
when they obtained individual account credentials. In addition, EDGAR
would send a notification to the individual through the dashboard if
the individual to be added had existing access to the dashboard for
another role or filer. The individual's designation as user, account
administrator, or technical administrator would be effective when the
individual accepted the invitation. Individuals would have fourteen
days within which to accept the invitation.\66\ If the individual did
not accept within that time period, the individual would not be added,
and the invitation would become void. The account administrator could
re-initiate the invitation thereafter, however, to afford the
individual another opportunity to accept.
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\66\ If the deadline fell upon a day when the dashboard was not
available (e.g., a holiday or weekend), the deadline would be
deferred until the following business day.
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Account administrators could change roles of individuals who had
already been authorized to act on behalf of the filer, by adding or
removing roles as account administrator, user, and/or technical
administrator. The relevant individuals would not be required to accept
additional invitations or de-
[[Page 65532]]
authorizations for their role to be changed. An account administrator
could perform all the functions of a user, therefore, an account
administrator could not also be a user since it would be redundant for
an individual to hold both roles for the same filer. An individual
could, however, be both an account administrator and a technical
administrator for the same filer, or a user and a technical
administrator for the same filer.
d. Account Administrator Performance of Annual Confirmation
As proposed under Rule 10(d)(4), each filer would be required to
perform an annual confirmation on EDGAR of all of the filer's users,
account administrators, technical administrators, and delegated
entities, as well as any other information related to the filer
appearing on the dashboard.\67\ Account administrators would act for
the filer to carry out this function.\68\ Annual confirmation would
assist the filer in tracking those authorized to file on EDGAR and
would provide an opportunity for account administrators to confirm the
accuracy of those individuals and delegated entities associated with
the filer and to remove those no longer authorized.
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\67\ As discussed above, the dashboard would contain the filer's
corporate and contact information. See supra text accompanying note
53. If the filer's information contained in the dashboard was not
correct, that information could be updated via a COUPDAT submitted
by the filer's account administrator or user. Proposed paragraph
(d)(4) is analogous to the requirements currently set forth in the
EDGAR Filer Manual, Volume I, to securely maintain EDGAR access and
to maintain accurate company information on EDGAR. See EDGAR Filer
Manual, Volume I, at Sections 4 and 5.
\68\ As discussed above, in the 2021 Request for Comment, the
Commission sought comment on requiring confirmations to be made by
both account administrators and users. Several commenters objected
to this requirement on the grounds that it would be duplicative and
unduly burdensome for account administrators to confirm all users
authorized to act on behalf of the filer, and for those users to
separately have to confirm their own authorizations. See supra note
45. Other commenters recommended limiting confirmation to
administrators. See supra note 45. To address these commenters'
concerns, our proposal includes the latter group of commenters'
recommendation, requiring only account administrators to confirm
users, account administrators, technical administrators,
delegations, and other information on the filer's dashboard. We
believe that limiting the confirmation to account administrators
should address the concerns from these commenters.
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To provide flexibility to filers, EDGAR would allow account
administrators to select one of four quarterly dates as the filer's
ongoing confirmation deadline: March 31, June 30, September 30, and
December 31 (or the next business day, if the date fell upon a weekend
or holiday when EDGAR was not operating). An account administrator need
not wait until the deadline to confirm and could confirm at any earlier
date. An account administrator could further change the quarter when
confirmation was due by confirming the account at a date in a quarter
earlier than the currently selected deadline quarter. Confirmation in
an earlier quarter would result in a confirmation deadline one year
after the end of the quarter in which the early confirmation occurred.
For example, if a December 31 confirmation deadline was selected by the
account administrator for the initial annual confirmation, but the
account administrator submitted the confirmation for the following year
in August, the filer's annual confirmation deadline for the next year
would be September 30 (or the next business day, if the date fell upon
a weekend or holiday when EDGAR was not operating).
EDGAR would provide several periodic notices to account
administrators of the upcoming confirmation deadline, as well as notice
of completion of confirmation or failure to timely confirm.\69\ There
would also be a two-week grace period following the confirmation
deadline, during which account administrators would receive a final
series of notices reminding them to complete annual confirmation.\70\
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\69\ As discussed above, in response to the 2021 Request for
Comment, some commenters suggested that the Commission implement an
active notification process to inform filers of impending
expiration, and the proposed process would follow that approach. See
supra note 46.
\70\ These notices would be provided in the dashboard and also
be sent via email to all account administrators' email addresses
(e.g., the confirmation deadline notices would be periodically
provided in both email and via the dashboard multiple times leading
up to the deadline to ensure that the account administrators were
fully aware of the pending deadlines). See infra Section III.B.1.f
(discussing notifications to account administrators).
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If no account administrator performed the annual confirmation by
the end of the grace period, EDGAR would deactivate the filer's access
and the filer would be required to submit a new Form ID application to
request access to file on EDGAR.\71\ If Commission staff approved the
Form ID application, the filer would continue to have the same CIK
previously assigned and its filing history would be maintained. The
filer's account administrators listed on Form ID would be required,
however, to invite through the dashboard, as if to a new account, any
additional account administrators, technical administrators, and users.
Although the need to reapply for access and, in particular, the need to
invite account administrators, users, and technical administrators
anew, would impose an additional burden on filers, failure to perform
annual confirmation could signal that the filer was no longer managing
or controlling the account. Removing individuals from the filer's
account upon deactivation would safeguard information regarding
individuals whose information was listed on the filer's dashboard. For
example, if someone other than the original filer's account
administrators submitted a Form ID application for access to the
account, and the original account administrators did not respond to
Commission staff's inquiries regarding the new Form ID, the process
outlined above would prevent the new account holder from accessing the
names, addresses, and contact information of the individuals formerly
associated with the account.
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\71\ As discussed above, in response to the 2021 Request for
Comment, several commenters urged the Commission to provide a grace
period to filers that failed to perform annual confirmation timely
(as opposed to immediately removing access) and separately requested
that the Commission deny EDGAR access until the administrator
performed annual confirmation (as opposed to inactivating the EDGAR
account). See supra notes 47-48. As discussed below, as part of the
EDGAR Next changes, we would provide multiple notices of the
impending confirmation deadline to account administrators on the
dashboard and by email and also provide a two-week grace period that
would include a series of reminder notices. Collectively, we believe
this would ensure that the filer's account administrators would
receive adequate notice and opportunity to timely perform
confirmation. Deactivating the account due to failure to provide
confirmation therefore would immediately protect the filer because
failure to perform the required confirmation could be a sign that
the account may no longer be managed or controlled by the filer.
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e. User Groups
The dashboard would allow an account administrator to group subsets
of the filer's users into user groups. User groups would:
Be created by an account administrator;
Consist only of users, not account administrators or
technical administrators;
Contain only users for the same EDGAR account;
Contain up to 500 users (corresponding to the maximum
number of users per filer that would be allowed); and
Not be subject to any numerical limit (i.e., there could
be an unlimited number of user groups).
The user group function would primarily assist delegated entities
to authorize certain delegated users to file on EDGAR for specific
filers, as explained in the Delegated Entities section below. By
employing user groups, the delegated administrator could add or remove
the ability to file
[[Page 65533]]
for a certain filer to all users in the group at once, leading to
efficiencies of time in managing users.
If an account administrator added an individual to a user group,
the individual would receive an invitation to join the user group. If
the individual accepted, the individual would become a member of the
user group.
2. Users
Under EDGAR Next, account administrators could authorize
individuals with individual account credentials as users able to make
submissions on EDGAR on behalf of the filer.
a. Authority of Users
Users would be able to make submissions on EDGAR on the filer's
behalf. On the dashboard, account administrators and Commission staff
could determine which users made which submissions; however, this
information would not be made public on EDGAR. In addition, on the
dashboard, users could:
Remove themselves as a user for a filer;
If using APIs, generate, view, and copy their user API
tokens (as discussed further in Section III.D below); and
View basic information about the filer's account,
including the filer's name, CIK, CCC, and corporate information and
contact information, as well as the contact information for the account
administrators.
Users could not, however, add or remove individuals from the
dashboard other than themselves. Further, users could not generate a
new CCC.
Separately, users could submit COUPDATs to update filer information
such as name, address, and state of incorporation, as filers currently
do.
As part of the login and authentication process for the EDGAR
filing websites, a user would be able to select the CIK of the filer
for which submissions were being made, and that CIK would be reflected
in the accession number \72\ for each of the user's submissions
(``login CIK''). Users could change their login CIK at any time to any
other CIK for which they were authorized.
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\72\ An accession number is a unique identifier assigned
automatically to EDGAR submissions for tracking and reference
purposes. The first 10 digits comprise the CIK of the entity making
the submission, which may be an entity with reporting obligations or
a third party (such as a filing agent. The next two digits represent
the year. The last series of digits comprise a sequential count of
submitted filings from that CIK. The count is usually, but not
always, reset to zero at the start of each calendar year.
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b. Becoming Authorized as a User
Through the dashboard, an account administrator would invite an
individual to be a user for the filer's account, and the prospective
user would receive an email invitation from EDGAR at the email address
associated with the prospective user's individual account credentials.
In addition, if the prospective user had a role for any EDGAR account,
the notification would also appear on the prospective user's dashboard.
The individual would be required to accept the invitation to become a
user. The individual could then sign in as a user to the filer's EDGAR
account by entering her individual account credentials and completing
multi-factor authentication.
c. Number of Users
There would be no minimum number of users because account
administrators could make submissions on behalf of the filer. There
would be a maximum of 500 users. We anticipate that 500 users would be
sufficient to accommodate sophisticated filers making a large number of
varied filings.
3. Technical Administrators
In connection with the EDGAR Next changes, filers would have an
option to use a submission API and related informational APIs, and
filers who opted to use the APIs would be required, through their
account administrators, to authorize at least two technical
administrators to manage API tokens and related technology. Technical
administrators could:
Issue and deactivate filer API tokens on the dashboard;
Remove themselves as technical administrators for filers;
View and correct their own profile information; and
View basic information about each filer for which they are
designated as a technical administrator, including the filer's
corporate information and contact information.
a. Authority of Technical Administrators
A technical administrator would issue and deactivate filer API
tokens required to use the APIs, as set forth more fully in the API
discussion in Section III.D. Technical administrators would also serve
as points of contact for questions from Commission staff regarding the
filer's use of the APIs.
A technical administrator could not add or remove individuals on
the dashboard, except to remove themselves as technical administrator.
Nor could a technical administrator make submissions on EDGAR on the
filer's behalf. Additionally, a technical administrator could not
generate CCCs and could not change company information. A technical
administrator could, however, view relevant filer information on the
dashboard.
An account administrator could authorize technical administrators
to be account administrators or users as well as technical
administrators. To the extent that individuals designated as technical
administrators also had the role of account administrator or user, they
would additionally be able to perform the functions associated with
that role.
b. Becoming a Technical Administrator
Identical to the process for users, an account administrator would
invite the prospective technical administrator on the dashboard, and
EDGAR would send the invitation to the email address associated with
the prospective technical administrator's individual account
credentials. In addition, if the prospective technical administrator
already had a role for any EDGAR account, a notification of the
invitation would appear on her dashboard. The prospective technical
administrator would be required to accept the invitation to become a
technical administrator.
c. Number of Technical Administrators
As proposed, if the filer chose to use an API, the filer, acting
through its account administrator, would be required to designate at
least two technical administrators. This minimum would parallel the
minimum number of individuals required to be account administrators (in
the case of filers other than individuals and single-member companies)
and would reduce the chance that the filer's access to the APIs would
be interrupted. There would be no exception to the two technical-
administrator minimum for individuals and single-member companies,
however, because we anticipate that filers that make a large volume of
submissions--typically large filers and filers who use filing agents--
would use the APIs, and those filers would have sufficient staff to
designate two technical administrators.
Because a filer would be required to have at least two technical
administrators to use the APIs, the dashboard would not allow a
technical administrator to be removed from a filer's account when only
two technical administrators were authorized on the account. An account
administrator would be required to first add another technical
administrator.
[[Page 65534]]
There would be a maximum of ten technical administrators per filer.
This limit would streamline points of contact with the filer and avoid
confusion at the filer regarding API tokens. For example, having more
than ten possible technical administrators could heighten opportunities
for miscommunication between Commission staff and the filer if issues
arose regarding the use of APIs. Moreover, based on our understanding
of filers' current practice, we do not anticipate that a filer would
require more than ten technical administrators to carry out the
functions of managing technical aspects of the APIs.
Requests for Comment
4. Should we add a required account administrator role to EDGAR, as
set forth in proposed Rule 10(d)? If not, why not?
5. As stated in proposed Rule 10(d), at least two account
administrators would be required for filing entities (other than
single-member companies) and one account administrator for individual
filers and single-member companies. Are these minimum numbers of
account administrators appropriate? If not, what minimum numbers of
account administrators would be appropriate? Should individual filers
and single-member companies be required to have more than one account
administrator? If so, why?
6. Should account administrators be permitted to add and/or remove
other account administrators without the filer's consent? If so, why?
If the filer's consent is not required, should the filer be notified
when a new account administrator is added or removed?
7. Should a prospective filer's Form ID be required to be completed
and submitted by an account administrator, as set forth in proposed
Rule 10(b)? If not, what would be the advantages and disadvantages of
allowing an individual who was not an account administrator to complete
and submit a Form ID on behalf of an applicant? Please be specific.
8. In proposed Rule 10(d), each filer, through its account
administrators, would be required to confirm annually the accuracy of
the filer's information on the dashboard; maintain accurate and current
information on EDGAR concerning the filer's account; and securely
maintain information relevant to the ability to access the filer's
EDGAR account, including but not limited to access through any EDGAR
APIs. Should any changes or clarifications be made to the proposed
responsibilities of filers to be carried out by account administrators
in proposed Rule 10(d)? If so, how and why should such changes or
clarifications be made? Should any guidance be provided with regards to
any of these responsibilities and, if so, how and why?
9. Should any changes be made to the authorization process for
account administrators? For example, in the case of company filers,
should employees of the filer's affiliate be required to be
authenticated via a notarized power of attorney? If so, why?
10. Should any changes be made to the scope of the proposed annual
confirmation requirement set forth in proposed Rule 10(d)? Why? Should
the confirmation be performed annually, more frequently, or less
frequently? Why? As currently contemplated as part of EDGAR Next, in
the case of a failure to satisfy the proposed annual confirmation
requirement, should there be a grace period for the account
administrators to satisfy the confirmation requirements before the
account is deactivated? How long should this grace period be, if
adopted? Regardless of whether a grace period is provided, should
failure to satisfy the proposed annual confirmation requirement result
in deactivation of the account with removal of the individuals
authorized on the dashboard for the filer, as discussed above, or
alternatively, would a temporary suspension of EDGAR access without
removal of any of the individuals authorized on the dashboard for the
filer be more appropriate, until any of the listed account
administrators satisfied the confirmation requirement? Why? How long
should the described temporary suspension be, if adopted? Separately,
if failure to satisfy the proposed annual confirmation requirements
should result in deactivation of the account with removal of the
individuals authorized on the dashboard of the filer, as discussed
above, should delegated entities and delegating filers also be removed
from the dashboard? Why or why not?
11. Would the annual confirmation requirement create any additional
burden for filers compared to the current annual EDGAR password update
requirement? If so, are there any improvements to the proposed annual
confirmation requirement that would reduce the burden for filers?
Separately, are there any particular concerns for filers who may only
engage in occasional filings, such as filers pursuant to section 16 of
the Securities Exchange Act of 1934 who may make sporadic submissions
of Forms 3, 4, and 5 less than once per year? If so, to what extent
would those concerns be newly implicated by the proposal, given that
currently filers must change their password annually or their access to
EDGAR is deactivated?
12. Are there any considerations regarding the annual confirmation
requirement that are specific to individual or entity filers that make
filings with respect to more than one subject company (e.g., an
individual filer who is a board member for more than one company)?
Should the confirmation requirement differ for such filers? If so, why?
13. Should we add a user role to EDGAR? If not, how would we
address our policy concerns regarding the identification and
authorization of individuals who make submissions on the filer's
behalf? Is a limit of 500 authorized users per filer appropriate, or
should that number be increased or decreased? Should account
administrators be able to add users only for a specific filing or for a
specific period of time, after which the user's authorization
automatically expires? Should any changes or clarifications be made to
the scope of authority of users as part of EDGAR Next? If so, how and
why should the scope of authority of users be different, or how could
the tasks within the scope of authority for users be clarified?
14. Should we add a technical administrator role to EDGAR, as set
forth in proposed Rule 10(d)? If not, how would we address our policy
concerns regarding the identification and authorization of the
individuals who would manage the filer's APIs?
15. Would the requirement of at least two technical administrators
to manage the filer's APIs, as set forth in proposed Rule 10(d), create
an undue burden for filers? Should this requirement be revised to more
fully parallel the limit for account administrators by requiring only
one technical administrator for filers who are individuals and single-
member companies? Why or why not? Is a maximum number of ten technical
administrators appropriate? Why or why not? Should any changes or
clarifications be made to the scope of authority for technical
administrators as part of the EDGAR Next changes?
16. For what purposes, if any, would filers need to access the
dashboard when EDGAR filing functionality was not available? If the
dashboard were made available to filers for a period of time outside of
EDGAR operating hours, in addition to during EDGAR operating hours,
would filers be impacted by the unavailability of filer telephone and
email support and EDGAR submission capabilities during that time
period?
[[Page 65535]]
How would they be impacted? Please be specific.
C. Delegated Entities
Under EDGAR Next, a filer could delegate authority to file on its
behalf to any other EDGAR filer, such as a filing agent, which would
become a delegated entity for the filer.
1. Delegating Authority To File
An account administrator would delegate authority to file by
entering the prospective delegated entity's CIK on the dashboard. EDGAR
would then send an email invitation to all account administrators of
the prospective delegated entity; in addition, the invitation would
appear on the dashboard of the prospective delegated entity's account
administrators.
One account administrator for the prospective delegated entity
would be required to accept the invitation for the delegation to become
effective. If no account administrator for the prospective delegated
entity accepted within fourteen days of it being issued, the invitation
would lapse; however, the filer could again follow the process outlined
herein to issue another invitation.\73\
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\73\ If the deadline fell upon a day when the dashboard was not
available (e.g., a holiday or weekend), the deadline would be
deferred until the following business day.
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If the filer's account administrators wished to terminate the
delegation, they could do so on the dashboard by removing the delegated
entity's authority to file. Removal of delegation would not require
acceptance by the delegated entity.
An account administrator could delegate authority to file to an
unlimited number of EDGAR accounts, allowing filers to delegate to
multiple filing agents, for example, should they so choose.
2. Separation of Authority of Filer and Delegated Entity
An account administrator could not add or remove individual
delegated users at the delegated entity, nor could the account
administrator access the delegated entity's dashboard or account.
Delegated administrators and delegated users could file on the
filer's behalf, but they could not take any other actions on behalf of
the filer. Nor could they access the filer's dashboard.\74\ For
example, a delegated administrator could not add, remove, or confirm
account administrators, users, or technical administrators for the
filer. Similarly, delegated administrators would not be able to
generate or reset the filer's CCC, nor would delegated administrators
or delegated users be able to make COUPDAT submissions for the
filer.\75\ Delegated administrators and delegated users would not count
towards the limits of 20 account administrators and 500 users for the
filer under EDGAR Next.\76\
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\74\ As discussed further below in Section III.C, the dashboard
would generally be used to manage a filer's EDGAR account, including
management of individuals authorized to act as account
administrators, users, and technical administrators; management of
entities authorized to act as delegated entities; and management of
filer and user API tokens. Delegated entities would not need to
access the filer's dashboard in order to make filings on the filer's
behalf, since filings would be made directly on the EDGAR filing
websites, as opposed to through the filer's dashboard.
\75\ As currently planned, delegated administrators and
delegated users would not be able to make COUPDAT submissions for
the filer. Delegated administrators and delegated users could,
however, continue to submit series and company update submissions,
or SCUPDATs, for registered investment company clients according to
the present process.
\76\ See Section III.B.1.b. and III.B.2.c (discussing limits of
account administrators and users per filer).
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Delegated entities could receive and provide multiple delegations,
but they could not further delegate authority to file to other entities
on behalf of filers who delegate authority to them. For example, Filer
A could delegate authority to file on its behalf to Filer B.
Separately, Filer B could delegate authority to file on its behalf to
Filer C. In this scenario, however, Filer B could not delegate to Filer
C the authority to file on behalf of Filer A, and Filer C could not
file on behalf of Filer A.
3. Delegated Entities
As EDGAR filers, delegated entities would be required to comply
with the same requirements applicable to all filers.
A delegated entity could be any EDGAR account, including but not
limited to:
Filing agents; \77\
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\77\ We are proposing amendments to Rule 11 under Regulation S-T
to define a ``filing agent'' as any person or entity engaged in the
business of making submissions on EDGAR on behalf of filers. This
would include law firms, financial services companies, and other
entities engaged in the business of submitting EDGAR filings on
behalf of their clients. See the discussion of proposed amendments
to Rule 11 in Section III.E.2.
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Issuers, broker-dealers, and others making submissions on
behalf of individuals filing pursuant to section 16 of the Securities
Exchange Act of 1934;and
Parent companies of large groups of related filers.
A delegated entity would maintain its separate EDGAR account with
its own account administrators, users, and technical administrators.
A delegated entity could receive delegated authority to file for an
unlimited number of filers.
We contemplate that individuals with section 16 filing obligations
could delegate authority to file to relevant company filers under the
construct set forth herein, if they wished to do so. In response to the
2021 Request for Comment, several commenters suggested that the
Commission permit the creation of company-specific accounts for each
individual with filing obligations pursuant to section 16 of the
Exchange Act.\78\ Commenters stated that such accounts would allow
individuals to delegate their EDGAR account administration
responsibilities to the companies for which those individuals had
section 16 filing obligations.\79\ This framework would make it
difficult for the Commission and others to track the filings made by a
specific individual, however, since each filing would be made by a
different company-specific account without linking individuals to the
accounts or the filings made therein. The delegation process described
herein would make it easier for individuals to obtain assistance with
their filings, while allowing the Commission and others to determine
filings made by a specific individual. We therefore do not plan to
implement the commenters' suggestion.
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\78\ See supra notes 41-42.
\79\ See supra notes 41-42.
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If a filer authorized a delegated entity to file on its behalf, one
of the delegated entity's account administrators would be required to
accept the invitation; further, upon acceptance, all of the delegated
entity's account administrators would automatically become delegated
administrators for the filer. All delegated administrators for the
filer would have co-equal authority with regard to that filer. If the
delegated entity added or removed one of the account administrators for
its own EDGAR account, then that individual would also be added or
removed as a delegated administrator for the filer. These relationships
are illustrated in diagram 3 below.
[[Page 65536]]
[GRAPHIC] [TIFF OMITTED] TP22SE23.002
4. Delegated Users
If a delegated entity accepted a delegation from a filer, the
delegated administrators could authorize specific users at the
delegated entity to become delegated users with respect to that filer.
Delegated users would not count as part of the 500-user limit for the
filer.\80\
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\80\ See supra Section III.B.2.c.
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Alternately, if delegated administrators wanted all of their users
to become delegated users with respect to a filer, the delegated
administrators could check a box to automatically designate all of the
users at the delegated entity as delegated users for the filer.
Thus, delegated administrators would have the following options:
Authorize a subset of the delegated entity's users as
delegated users, through the user group function, as discussed above
and further explained below;
Authorize all of the delegated entity's users as delegated
users for the filer; or
Not authorize any delegated users (because the delegated
administrators could file on behalf of the filer \81\).
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\81\ For this reason, delegated administrators could not be
designated as delegated users with regards to the delegating filer,
because doing so would be redundant.
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Users at the delegated entity would receive notifications if a
delegated administrator added or removed them as a delegated user for a
particular filer, however, users would not need to accept the
notification or take any further action to become a delegated user for
a filer.
Delegated users could submit filings on behalf of the filer on the
EDGAR filing websites or through the submission API (which would also
require the user to generate and submit a user API token, as discussed
further below).
5. User Groups at Delegated Entities
We believe that the user group function would provide an efficient
method for delegated administrators to manage delegated users.
Delegated entities, through their delegated administrators, could
employ user groups to assign certain users to different filers for whom
they possessed delegated authority to file. An example is provided in
diagram 4 below.
[[Page 65537]]
[GRAPHIC] [TIFF OMITTED] TP22SE23.003
In diagram 4, the account administrators for Filer A and
Filer B delegated to Filer C. As a result, Filer C's account
administrators became delegated administrators for Filers A and B. In
this example, Filer C might be a filing agent to which Filer A or Filer
B gave authority to make filings on its behalf, and Filer A and Filer B
might be public companies or investment companies.
A delegated administrator at Filer C created User Group 1
containing Filer C's Users 1, 2, and 3. The delegated administrator
assigned authority to file for Filer A to User Group 1. Users 1, 2, and
3 are thus delegated users for Filer A because they are members of User
Group 1. If additional users from Filer C were added to User Group 1,
those additional users would also become delegated users for Filer A.
The delegated administrator at Filer C also created User
Group 2 containing Filer C's User 3. The delegated administrator
assigned authority to file for Filer B to User Group 2. User 3 is a
delegated user for Filer B.
By employing the user group function, the delegated
administrator at Filer C restricted delegated filing permissions for
Filer A to Filer C Users 1, 2, and 3 only (via User Group 1) and
delegated filing permissions for Filer B to Filer C User 3 only (via
User Group 2). Filer C User 4 has not been authorized as a delegated
user for any filers.
In diagram 4, each user group has only been assigned
authority to file for a single filer, but user groups could be assigned
authority to file for multiple filers.
Delegated administrators could also designate a default user group
of individuals who would be automatically assigned as delegated users
for all future delegations. The ability to have a default user group
would be an efficient way for delegated administrators to authorize
groups of their users as delegated users for any delegating filer.
Users would receive notifications when added to or removed from a
user group, and when the user group to which they belonged became
authorized to make submissions for a filer, or when that authorization
was removed. Users would not need to accept or otherwise take any
action on these notifications.
6. Technical Administrators at Delegated Entities
If the delegated entity chose to use APIs, the delegated entity
would be required to designate its own technical administrators. The
delegated entity's technical administrators would be responsible for
maintaining the API capabilities for filings by the delegated entity.
They would manage the delegated entity's own filer API tokens, as
discussed further in Section III.D.1, and the delegated entity would
use the delegated entity's filer API tokens to make filings for any
filers that delegated authority to it. Technical administrators at the
delegated entity would not manage any APIs in use by the filer itself.
Nor would the technical administrator need different tokens for
different filers that delegated to the delegated entity.
Requests for Comment
17. Should we add individual roles to EDGAR for delegated
administrators and delegated users? If not, how should we address our
policy concerns regarding the identification and authorization of the
delegated individuals who would submit filings on the filer's behalf?
18. Should account administrators be able to delegate filing
authority to any EDGAR filer (and remove such delegation)? Do
commenters have any concerns with the delegation function or any
suggested modifications? For example, should delegation be limited to
EDGAR filers that selected ``filing agent'' as the account type on Form
ID when opening the account? Or should delegation be permitted to any
EDGAR account, as proposed? Why?
19. Would the EDGAR Next delegation framework address concerns
raised by commenters about the impact that the contemplated EDGAR Next
changes would have on individual officer and director filers pursuant
to section 16 of the Exchange Act, in light of the fact that individual
officer and director filers could delegate authority to file on their
behalf to any related companies, law firms, or filing agents? Why or
why not?
20. Should any changes be made to the authority of delegated
administrators and delegated users under EDGAR Next?
21. Are there any situations where the EDGAR Next delegation
framework could be streamlined?
22. Would user group functionality facilitate the ability of
account administrators and delegated
[[Page 65538]]
administrators to efficiently add and remove users and delegated users?
Why or why not? Should any changes to user group functionality be made?
D. Application Programming Interfaces
As part of the EDGAR Next changes, the Commission would offer APIs
to filers to allow machine-to-machine communication with EDGAR. The
Commission plans initially to provide three APIs to allow filers to:
Make both live and test submissions on EDGAR (``submission
API'');
Check the status of an EDGAR submission (``submission
status API''); and
Check EDGAR operational status (``EDGAR operational status
API'').
Pursuant to proposed Rule 10(d)(3), to use the APIs, filers would
be required to authorize at least two technical administrators.
Additionally, we plan to specify in the EDGAR Filer Manual that, to
use the APIs, filers would be required to present filer API tokens and
user API tokens to EDGAR that would be generated on the dashboard. The
filer's technical administrators would be required to generate a filer
API token to authenticate the filer. Further, the individual user or
account administrator who submits the filing would be required to
generate a user API token to authenticate herself as an authorized user
or account administrator for the filer. We plan that filer and user API
tokens would be confidential alphanumeric strings of text separately
generated in the dashboard by a technical administrator and a user,
respectively, and each would be valid for one year.\82\ Employing these
tokens would allow automated server-to-server authentication without
the need for manual individual account credential multi-factor
authentication, thus addressing a significant concern raised by
commenters in the 2021 Request for Comment.\83\
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\82\ As a security measure, we contemplate that the user API
token would be deactivated if the user had not successfully logged
into the EDGAR Filer Management dashboard or one of the EDGAR filing
websites (EDGAR Filing or EDGAR Online Forms) within the last 30
days.
\83\ See supra notes 38-39.
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In addition, as they would with other similar APIs, filers would
need to create, license, or otherwise obtain software (a ``filing
application'') to interface with the APIs. Additional information
regarding the APIs is available in the Overview of EDGAR Application
Programming Interfaces (``Overview of EDGAR APIs'') located on the
EDGAR Next page on SEC.gov.
The use of APIs would be optional. Filers that seek to file on
EDGAR, check the status of a submission, or check EDGAR operational
status would continue to be able to do so without using an API, as they
currently do.
1. Submission API
The submission API would provide filers a new option to submit test
and live filer-constructed EDGAR submissions through a machine-to-
machine connection.\84\ Filers who do not wish to use the API to make
filer-constructed submissions, and filers making other types of
submissions, could file through the web-based EDGAR filing
websites.\85\
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\84\ Currently, EDGAR accepts approximately 525 submission
types, of which approximately 500 (95%) permit filer construction.
\85\ Whether submissions were made through the API or the EDGAR
filing websites, filers would specify the CIK for which they would
be making submissions. That CIK number would be reflected in the
accession number associated with those submissions. Filers could
change the login CIK reflected in the accession number at any time
to any other CIK for which the filer was authorized to file on
EDGAR. For example, a filing agent could choose to submit filings
for a client filer using its own login CIK, or by using its client
filer's login CIK.
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To use the optional submission API, filers would be required to
comply with certain requirements. For filer API tokens, we plan that:
A filer API token would be needed to identify the filer or
filing agent accessing the API.
Only the filer's authorized technical administrator could
create filer API tokens.
Filers could have multiple, valid filer API tokens (for
example, to identify different subsidiaries or divisions within the
filer) in use at the same time.
A technical administrator would need to log into the
dashboard and be authenticated with individual account credentials to
create a filer API token.
A technical administrator could terminate a filer API
token on the dashboard at any time.
A filer API token would remain valid for up to one year.
While valid, a filer API token could be used to submit an
unlimited number of filings.
For user API tokens, we plan that:
Only a user, delegated user, or account administrator for
the filer associated with the filer API token could be authorized as a
user for the API.
A user API token would be needed to identify the user
associated with each submission.
Users would have only one valid user API token at a given
time.
A user would log into the dashboard and be authenticated
with individual account credentials to create a user API token.
A user API token would remain valid for up to one year
provided that the user associated with the token logged into the
dashboard or one of the EDGAR filing websites at least every 30 days.
If the user did not log in at least every 30 days, the user API token
would be deactivated.
A user could terminate its user API token on the dashboard
at any time.
While valid, a user API token could be used to submit an
unlimited number of filings.
The Overview of EDGAR APIs lists certain technical standards for
the submission API, as well as the expected inputs and outputs.
2. Submission Status API
Currently, EDGAR receives significant network traffic inquiring as
to the status of EDGAR submissions. Many filers check EDGAR submission
status immediately upon making a filing and again regularly until the
submission is accepted and ultimately disseminated, or alternately
suspended. This may result in significant network traffic for EDGAR and
represent a tedious manual process for filers. Providing a submission
status API would allow filers to use their filing application to
simultaneously check the status of multiple submissions in a batch
process, instead of manually logging into EDGAR and individually
checking the status of each submission.
The Overview of EDGAR APIs lists certain technical standards for
the submission status API, as well as the expected inputs and outputs.
Among other things, the submission status API would require a valid
filer API token; it would not require a user API token. The submission
status API would indicate to the filing application whether each
submission was submitted and accepted, but not yet publicly
disseminated; \86\ submitted and accepted, and publicly disseminated;
or submitted and suspended. In turn, the filing application would
display this information to the filer.
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\86\ Generally, filings are first accepted and then subsequently
disseminated. However, certain filings remain nonpublic and are
never disseminated, so those filings will never progress from
accepted to disseminated status.
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3. EDGAR Operational Status API
Many filers check EDGAR operational status continuously throughout
the filing day. This may result in significant network traffic for
EDGAR and constitute a tedious manual process for
[[Page 65539]]
filers. Providing an EDGAR operational status API would allow filers to
use their filing application to check the operational status of EDGAR
at any given time.
The Overview of EDGAR APIs lists certain technical standards for
the EDGAR operational status API, as well as the expected inputs and
outputs. Among other things, the EDGAR operational status API would
require a valid filer API token to be submitted by the filing
application; it would not require a user API token. The EDGAR
operational status API would indicate to the filing application whether
EDGAR was fully operational, unavailable (after business hours), or not
fully operational in whatever regard at that point in time (for
example, if EDGAR is not disseminating to SEC.gov). In turn, the filing
application would display this information to the filer.
Requests for Comment
23. Should we add other EDGAR information that could be accessed
through APIs, and, if so, why? Please rank in terms of priority any
additional information that you would like to see added, and also
estimate how much usage you believe that information API would receive
(for example, in potential hits per day).
24. The Overview of EDGAR APIs lists certain technical standards
for the planned APIs. Are there any considerations we should take into
account when determining what technical standards should be used for
the planned APIs?
E. Proposed Amendments to Rules and Forms
1. Rule 10 Under Regulation S-T
We propose to add new paragraph (d) to Rule 10 to implement the
changes being contemplated as part of EDGAR Next. Proposed paragraphs
(d)(1) through (4), are discussed in full above.\87\
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\87\ See supra Section I, III.A, III.B, III.C, and III.D.
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We further propose to add new paragraph (d)(5) to require that the
filer, through its authorized account administrators, maintain accurate
and current information on EDGAR concerning the filer's account,
including but not limited to accurate corporate information and contact
information, such as mailing and business addresses, email addresses,
and telephone numbers. This would constitute an ongoing obligation for
the filer to update its information on EDGAR as necessary. Similar to
proposed paragraph (d)(4), proposed paragraph (d)(5) is analogous to
the requirements currently set forth in the EDGAR Filer Manual, Volume
I to securely maintain EDGAR access \88\ and to maintain accurate
company information on EDGAR.\89\ The proposed requirement in paragraph
(d)(5) would allow Commission staff and the public to rely upon the
accuracy of the filer's information contained in EDGAR.
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\88\ EDGAR Filer Manual, Volume I, at Section 4.
\89\ EDGAR Filer Manual, Volume I, at Section 5.
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Proposed paragraph (d)(6) would require the filer, through its
authorized account administrators, to securely maintain information
relevant to the ability to access the filer's EDGAR account, including
access through any EDGAR API. This requirement is designed to ensure
that information relevant to the ability to access the filer's account,
such as individual account credentials and API tokens, is securely
maintained and not publicly exposed or otherwise compromised. Similar
to proposed paragraphs (d)(4) and (d)(5), proposed paragraph (d)(6) is
analogous to the requirements currently set forth in the EDGAR Filer
Manual, Volume I to securely maintain EDGAR access and to maintain
accurate company information on EDGAR.
The Commission also proposes to amend Rule 10 to make certain
technical and conforming changes. Rule 10(b) would be revised to refer
to ``each electronic filer'' who would be required to submit Form ID
before filing on EDGAR, instead of ``each registrant, third party
filer, or filing agent.'' \90\ This change is not intended to alter the
scope of who would be subject to Rule 10(b), but instead clarifies that
all new electronic filers would be required to submit Form ID for
review and approval by Commission staff before they may file on EDGAR.
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\90\ Compare Rule 10(b) of Regulation S-T (``Each registrant,
third party filer, or filing agent must, before filing on EDGAR . .
.'' with proposed Rule 10(b) of Regulation S-T (``Each electronic
filer must, before filing on EDGAR . . .'').
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In addition, we propose to amend Rule 10(b)(2), which currently
states that an authenticating document for Form ID must be signed by
the applicant, to also state that the authenticating document may be
signed by an authorized individual of the prospective filer.\91\ This
change is intended to conform the language in Rule 10(b)(2) with the
text of the EDGAR Filer Manual, which currently provides that the
authenticating document shall be signed by an authorized individual,
including a person with a power of attorney.\92\
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\91\ Compare Rule 10(b)(2) of Regulation S-T (``File . . . a
notarized document, signed by the applicant . . .'' with proposed
Rule 10(b)(2) of Regulation S-T (``File . . . a notarized document,
signed by the electronic filer or its authorized individual . .
.'').
\92\ See EDGAR Filer Manual, Volume I, at Section 3(a).
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Finally, we propose to revise the note to Rule 10 that currently
``strongly urges'' potential applicants for EDGAR access to state that
the Commission staff carefully reviews each Form ID application and
filers should not assume that the Commission staff will automatically
approve the Form ID. Therefore, filers should submit Form ID ``well in
advance'' of their first required filing.\93\ We believe this makes
clear that Commission staff requires time to review the Form ID. Due to
the often high volume of Form ID applications for Commission staff
review, potential applicants should allow sufficient time for the
review process to be conducted in the event that staff is concurrently
reviewing a high volume of applications.
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\93\ As proposed, the note states: ``The Commission staff
carefully reviews each Form ID application, and electronic filers
should not assume that the Commission staff will automatically
approve the Form ID upon its submission. Therefore, any applicant
seeking EDGAR access is encouraged to submit the Form ID for review
well in advance of the first required filing to allow sufficient
time for staff to review the application.''
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Requests for Comment
25. Do the proposed amendments to Rule 10 described above
appropriately implement the proposed technical and conforming changes?
Should additional or fewer changes be made to Rule 10 and, if so, why?
For example, should specific requirements be added to Rule 10 that
place requirements directly upon users, delegated entities, and
technical administrators, as opposed to placing requirements upon
account administrators to manage users, delegated entities, and
technical administrators? Why or why not? Are there any technical,
conforming, or clarifying changes to Rule 10 that should be made, and
if so, why?
2. Rule 11 Under Regulation S-T
We also propose to amend Rule 11 under Regulation S-T,
``Definitions of terms used in this part,'' to add and define new terms
discussed in this proposing release and update the definitions of
certain existing terms. The proposed amendments include terms and
definitions specific to the proposed rule and form amendments that
would change how individuals and entities access, file on, and manage
EDGAR accounts.
Certain terms would define the new roles for individuals
contemplated by EDGAR Next, as follows:
[[Page 65540]]
``Account administrator'' would mean the individual that the filer
authorizes to manage its EDGAR account and to make filings on EDGAR on
the filer's behalf. The designation of an account administrator would
help ensure that only authorized persons are able to file and take
other actions on behalf of the filer.
``Authorized individual'' would mean an individual with the
authority to legally bind the entity or individual applying for access
to EDGAR on Form ID, or an individual with a power of attorney from an
individual with the authority to legally bind the applicant. The power
of attorney document must clearly state that the individual receiving
the power of attorney has general legal authority to bind the applicant
or specific legal authority to bind the applicant for purposes of
applying for access to EDGAR on Form ID.
``Delegated entity'' would mean a filer that another filer
authorizes on the dashboard to file on its behalf. As itself a filer, a
delegated entity would be subject to all applicable rules for filing on
EDGAR. Delegated entities would not be permitted to further delegate
authority to file for the delegating filer, nor would they be permitted
to take action on the delegating filer's dashboard.
``Filing agent'' would mean any person or entity engaged in the
business of making submissions on EDGAR on behalf of filers. As
discussed above in Section III.C., to act as a delegated entity for a
filer, a filing agent would be a filer with an EDGAR account.
``Single-member company'' would describe a company that only has a
single individual who acts as the sole equity holder, director, and
officer (or, in the case of an entity without directors and officers,
holds position(s) performing similar activities as a director and
officer).
``Technical administrator'' would mean an individual that the filer
authorizes on the dashboard to manage the technical aspects of the
filer's use of EDGAR APIs on the filer's behalf.
``User'' would mean an individual that the filer authorizes on the
dashboard to make submissions on EDGAR on the filer's behalf.
Other terms would identify new applications and upgrades to access
and maintain filers' accounts on EDGAR, including:
``Application Programming Interface'' (API) would be defined as a
software interface that allows computers or applications to communicate
with each other. As discussed in Section III. D., the relevant APIs
would include those that give filers the option to automate submissions
on EDGAR and to retrieve certain submission-related information.
``Dashboard'' would mean an interactive function on EDGAR where
filers manage their EDGAR accounts and where individuals that filers
authorize may take relevant actions for filers' accounts.
``Individual account credentials'' would mean credentials issued to
individuals for purposes of EDGAR access, as specified in the EDGAR
Filer Manual, and used by those individuals to access EDGAR. (As
previously mentioned, we currently anticipate that the EDGAR Filer
Manual would specify that individual account credentials must be
obtained through Login.gov, a sign-in service of the United States
Government that employs multi-factor authentication.)
Collectively, these terms would assist in implementing the proposed
rule and form amendments by clarifying how the proposed requirements
would apply.
The amendments would also update or delete outdated terminology
from certain definitions in Rule 11, such as references to ``telephone
sessions'' in the definition of ``direct transmission.'' \94\ Although
some filers may still use dial-up internet to access EDGAR, we expect
that nearly all filers currently rely on broadband, cable, or other
internet technologies.
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\94\ Compare the definition of ``direct transmission'' in Rule
11 of Regulation S-T (``the transmission of one or more electronic
submissions via a telephonic communication session'') with the
definition of ``direct transmission'' in proposed Rule 11 of
Regulation S-T (``the transmission of one or more electronic
submissions'').
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Finally, we propose updating the definition of ``EDGAR Filer
Manual'' to more clearly describe its contents. Rule 11 currently
defines ``EDGAR Filer Manual'' as ``. . . setting out the technical
format requirements for an electronic submission.'' The EDGAR Filer
Manual has been updated over time, however, to include additional
requirements for filers, including those pertaining to seeking EDGAR
access, maintaining EDGAR company information, and submitting online
filings. We therefore propose to update the EDGAR Filer Manual
definition accordingly to indicate the inclusion of these procedural
requirements. We believe that the amended definition, if adopted, would
better inform filers of the scope of the EDGAR Filer Manual
requirements.
Requests for Comment
26. Do the proposed amendments to Rule 11 appropriately define the
necessary terms in EDGAR Next? If not, please explain. Are there any
additional terms that should be defined and, if so, why?
27. As proposed, should we amend certain terms to update
terminology or more clearly define existing definitions? Are there any
proposed terms that are inconsistent with existing definitions or
concepts or that otherwise should not be defined? Should any additional
terms be revised to update outdated terminology or to clarify existing
definitions? Please be specific.
3. Form ID
Form ID is an online fillable form that must be completed and
submitted to the Commission by all individuals, companies, and other
organizations who seek access to file electronically on EDGAR.\95\
Among other things, Form ID seeks information about the identity and
contact information of the applicant. The proposed amendments to Form
ID include proposed changes to information required to be reported on
the form as well as technical changes.
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\95\ Compare Rule 10(b) (providing that each registrant, third
party filer, or agent seeking EDGAR access must submit Form ID) with
proposed Rule 10(b) (providing that each electronic filer seeking
EDGAR access must submit Form ID).
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As outlined above, the proposed amendments to Form ID would require
an applicant for EDGAR access to undertake certain additional
disclosure obligations, including most significantly:
(1) Designating on Form ID specific individuals the applicant
authorizes to act as its account administrators to manage its EDGAR
account on a dedicated dashboard on EDGAR. Applicants would generally
be required to authorize two account administrators, although
individuals and single-member companies would only be required to
authorize one account administrator. If a prospective account
administrator was not (1) the applicant (in the case of an individual
applicant) or (2) an employee of the applicant or its affiliate (in the
case of a company applicant), the applicant would also be required to
disclose the prospective account administrator's employer and CIK, if
any, and provide a notarized power of attorney to authorize the
individual to manage the applicant's EDGAR account as an account
administrator.
(2) The applicant's Legal Entity Identifier (``LEI'') number if
any.
The LEI is a unique identifier associated with a single
corporate entity and is intended to provide a uniform international
standard for identifying counterparties to a transaction.
Although there are certain modest costs to obtain and
maintain an LEI, fees
[[Page 65541]]
are not imposed on data users for usage of or access to LEIs, and all
of the associated reference data needed to understand, process, and
utilize the LEIs are widely and freely available and not subject to any
usage restrictions.\96\
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\96\ The cost of obtaining and maintaining an LEI is
approximately $50 to $65 per year. See LEI Price List, LEI Register,
available at https://www.lei-identifier.com/lei-price-list/
#:~:text=LEI%20application%20and%20registration%20price,%2D%20%24250(
%24%2050%20%2F%20year).
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Applicants that have not yet obtained an LEI would not be
required to obtain one.
The inclusion of LEI information would facilitate the
ability of Commission staff to link the identity of the applicant with
information reported on other filings or sources that are currently or
will be reported elsewhere, if LEIs become more widely used by
regulators and the financial industry.
(3) Providing more specific contact information about the filer,
and the filer's account administrator(s), authorized individual (the
individual authorized to submit Form ID on the filer's behalf, as
defined in the EDGAR Filer Manual), and billing contact (including
mailing, business, and billing information, as applicable).
More specific contact information would allow Commission
staff to reach account administrators, authorized individuals, and
billing contacts associated with the filer when necessary.
(4) Specifying 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.
Information about whether the applicant or certain
individuals named on Form ID may be subject to relevant bars and
prohibitions (including but not limited to officer and director bars,
prohibitions from associating with brokers, dealers, investment
advisers, and/or other securities entities, and bars from participation
in certain industries) would allow Commission staff to determine
whether such bars or prohibitions are relevant to the application for
EDGAR access.
Individuals disclosing the existence of a criminal
conviction, or civil or administrative injunction, bar, suspension, or
ban may be contacted by SEC staff to determine the applicant's
eligibility for EDGAR access.
(5) Indicating whether the applicant, if a company, is in good
standing with its state or country of incorporation.
Good standing generally means a company is legally
authorized to do business in the relevant state or country and has
filed all required reports and paid all related fees to the relevant
jurisdiction.
Although the lack of good standing would not prevent a
company from obtaining EDGAR access, this information could be relevant
in determining whether it may be appropriate for the staff to review
additional documentation as part of its assessment of the application.
(6) Requiring submission of a new Form ID if the applicant claims
to have (i) lost electronic access to its existing CIK account or (ii)
assumed legal control of a filer listed on an existing CIK account but
did not receive EDGAR access from that filer.
Currently, applicants seeking to obtain control of an
existing EDGAR account are required to submit certain summary
information but are not required to submit a full application on Form
ID. To assist Commission staff in determining whether applicants
seeking to obtain control of existing EDGAR accounts are legitimate, we
propose to require such applicants to submit a new Form ID. To
facilitate the application process, certain publicly available
corporate and contact information (such as the filer's name, ``doing
business as'' name, foreign name, mailing and business addresses,
state/country of incorporation, and fiscal year end) would be
automatically prepopulated from EDGAR so that applicants would not need
to resubmit that information, although applicants could update that
information on Form ID as necessary.\97\
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\97\ The filer would nevertheless need to submit a COUPDAT to
update its existing corporate and contact information on EDGAR
(other than the filer's account administrator information) if the
Form ID were granted. As they presently do, broker-dealers would
submit a Form BD amendment to FINRA to update their corporate and
contact information.
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(7) Requiring those seeking access to an existing EDGAR account to
upload to EDGAR the documents that establish the applicant's authority
over the company or individual listed in EDGAR on the existing
account.\98\
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\98\ The EDGAR Filer Manual currently provides guidance
regarding what documents would be sufficient to establish the
applicant's authority. See EDGAR Filer Manual, Volume I, at Section
4(b).
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In addition, we would make certain conforming, formatting, and
ancillary changes to modernize Form ID without significantly altering
current disclosure obligations. For example, a checkbox would be added
to each address field for identification of non-U.S. locations, which
would improve data analytics. As another example, company applicants
would be required to provide their primary website address, if any, to
provide staff additional contact and other information regarding the
filer. Further, certain disclosure warnings that are currently listed
in the EDGAR Filer Manual and the landing page of the EDGAR Filing
website would be incorporated into Form ID to more clearly provide
notice of those matters to filers.\99\
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\99\ Proposed Form ID would include a section titled ``Important
information'' that would include the following disclosure warning:
``Misstatements or omissions of fact in connection with an
application for EDGAR access and/or in a submission on EDGAR may
constitute a criminal violation under 18 U.S.C. 1001 and 1030 and/or
a violation of other criminal and civil laws. If the SEC has reason
to believe that an application for EDGAR access and/or a submission
on EDGAR is misleading, manipulative, and/or unauthorized, the SEC
may prevent acceptance or dissemination of the application/
submission and/or prevent future submissions or otherwise remove a
filer's access to EDGAR pursuant to Rule 15 of Regulation S-T, 17
CFR 232.15.''
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Collectively, the proposed amendments would enhance the security of
EDGAR by allowing Commission staff to obtain more information about the
applicant and its contacts for staff to confirm the identity of the
applicant and the individuals associated with the applicant, assess
whether the application is properly authorized, and determine whether
there are any other issues relevant to the application for EDGAR access
for staff's consideration.
Requests for Comment
28. Should any of the proposed amendments to Form ID be revised or
removed and, if so, why or why not? For example, should any limits or
qualifiers be placed on the proposed disclosure requirement regarding
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 as a result of a Federal or State
securities law violation? If so, why? Should this requirement apply to
each of the applicant, its authorized individual, person signing a
power of attorney (if applicable), account administrator, and billing
contact, or only to certain categories of the aforementioned groups?
Please explain your answer. Likewise, should the proposed requirement
regarding whether the applicant is in good standing be revised or
removed and, if
[[Page 65542]]
so, why? For example, if applicable, should we also require an
explanation of why the applicant is not in good standing? Why or why
not?
29. Would the proposed amendments to Form ID appropriately support
the EDGAR Next changes to filer access and account management? Why or
why not? Should Form ID require any additional information, or should
any of the information proposed to be required be revised or deleted?
Please explain.
30. Should Form ID be revised to require or allow applicants to
provide the reason they are applying for access? For example, if
applicants have an urgent upcoming filing deadline, should applicants
be required or permitted to provide that information?
F. Transition Process
We believe that, if the proposed rule and form amendments are
adopted and the technical changes are implemented, it would be
efficient for the Commission and for the approximately 220,000 active
EDGAR filers--those who made a submission on EDGAR in the last two
years--to accomplish the transition to EDGAR Next over a period of
several months, as set forth below.\100\ We anticipate that mandatory
enrollment would begin one month after adoption and remain open for six
months thereafter (the ``Enrollment Period'').
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\100\ Of these 220,000 EDGAR accounts, approximately 149,000
represent entity filers and approximately 71,000 represent
individual filers. In total, regardless of account activity, there
are approximately 1,000,000 filer accounts in EDGAR. We believe that
the vast majority of the approximately 800,000 EDGAR filer accounts
for which no filings have been made in the last two years are
defunct and therefore would not transition to EDGAR Next.
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During the Enrollment Period, existing filers would continue to
file on EDGAR using the EDGAR filing websites, as they presently do, by
logging on with the relevant CIK and password. The individual account
credentials would not yet be used, nor would use of the dashboard to
manage the account be required.
Applicants that seek EDGAR access subsequent to the compliance date
would be immediately subject to the EDGAR Next requirements, if
adopted.
1. Individual Account Credentials
If the Commission adopts the proposed amendments, individuals could
seek individual account credentials in the manner to be specified in
the EDGAR Filer Manual in advance of the required Enrollment Period. As
a result, when the Enrollment Period begins, filers could immediately
enroll the individuals with individual account credentials. Further, if
the Commission adopts the proposed amendments and implements the EDGAR
Next changes, and requires Login.gov as the individual account
credential provider, we anticipate that individuals with existing
Login.gov accounts would be able to use those accounts as their
individual account credentials for purposes of EDGAR access.
2. Enrollment
Existing filers would enroll on an enrollment page on the EDGAR
Filer Management website without submitting a Form ID. We intend to
provide two options: (a) manual enrollment of single EDGAR accounts on
an account-by-account basis; and (b) enrollment of multiple accounts
simultaneously.
a. Manual Enrollment for a Single EDGAR Account
As a preliminary matter, each existing filer would be required to
authorize two individuals to manage the filer's EDGAR account as
account administrators, with the exception of individuals and single-
member companies, which would be required to authorize one account
administrator. On behalf of each existing filer, one account
administrator would enter their individual account credentials to log
in to an enrollment page on EDGAR. The account administrator would
manually enter the filer's CIK, CCC, and EDGAR passphrase\101\ to
ensure that a properly authenticated individual is enrolling the filer.
If EDGAR authenticated that data, the account administrator would enter
account administrator names, business contact information, and the
email addresses used to obtain individual account credentials. By
entering that information, the filer would indicate its authorization
of the listed individuals as the filer's account administrators, as
well as the accuracy of the information provided.
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\101\ Filers that have forgotten or lost their CCC could change
or regenerate it using their PMAC or passphrase. Filers that have
lost or forgotten their passphrase could reset it by sending a
security token to the email associated with the account. Filers that
have lost or forgotten their passphrase and that no longer have
access to the email associated with the account would have to
reapply for EDGAR access on Form ID.
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Each EDGAR account would enroll once. If there was an attempt to
enroll an EDGAR account that had already been enrolled, the subsequent
attempted enrollment would be denied. An individual filer who makes
filings with respect to multiple companies (e.g., the CEO of one
company who is also on the board of directors of other companies) may
have more than one filing agent and/or representatives at such
companies who have access to her CIK, CCC, and EDGAR passphrase.
Accordingly, it would be advisable for any such filer to designate one
filing agent or company representative to enroll her EDGAR account and
to then communicate such enrollment to the other filing agent(s) and/or
company representatives. Such other filing agent(s) and/or company
representatives may then be added as an account administrator, user, or
delegated entity through the dashboard.
After enrolling the filer, an account administrator could access
the filer's dashboard. There, the account administrator, on behalf of
the filer, would be able to add account administrators, users, and
technical administrators, and delegate authority to file to other
filers. Any individuals to be authorized on the filer's account would
be required to possess individual account credentials.
b. Bulk Enrollment of Multiple EDGAR Accounts
We plan to permit the simultaneous bulk enrollment of multiple
EDGAR accounts, together with those filers' account administrators. We
expect that filing agents, as well as individuals and entities that
control multiple EDGAR accounts, would find this an efficient and time-
saving function.
An individual authorized to enroll the relevant filer accounts
would log in to an enrollment page on EDGAR with their individual
account credentials. There, the individual would complete and upload a
spreadsheet in a format to be specified that could accommodate multiple
rows of data. Each row would pertain to a single existing filer. The
individual would enter data for each filer on each row, including CIK,
CCC, and EDGAR passphrase to ensure that enrollment is being performed
by a properly authenticated individual. In addition, the individual
would enter on each row information regarding the filer's prospective
account administrators, including names, business contact information,
and email addresses associated with the individual account credentials
of the account administrators, to indicate that the filer authorizes
those account administrators to manage its EDGAR account. Under the
bulk enrollment method, two account administrators would be required
for each filer (including individuals and single-member companies), in
part due to logistical difficulties associated with simultaneously
validating the minimum number of account administrators for multiple
filers, and in part because we
[[Page 65543]]
expect that bulk enrollment would be used by larger filers and filers
using filing agents likely to have at least two account administrators.
We intend to set a limit of 100 existing filers (100 rows) per bulk
enrollment.
As discussed above, enrollment would only occur once per EDGAR
account. Any additional changes that are needed to be made (e.g.,
adding additional account administrators) would have to be performed by
the account administrators who had been added during the enrollment
process. After the filer was enrolled, the account administrators could
access the dashboard to add additional account administrators, users,
technical administrators, and delegated entities.
3. Compliance
We anticipate that the compliance period would start six months
after the beginning of the Enrollment Period. In response to our 2021
Request for Comment, commenters requested a transition period ranging
from 12 months to three years.\102\ We considered those comments, and
we believe that the transition process we are contemplating should
provide sufficient opportunity for existing filers to transition to
EDGAR Next. The transition process would include an initial, separate
period during which individual account credentials could be
established, as well as a six-month Enrollment Period during which
filers would access the dashboard, authorize individuals in relevant
roles, and make any needed delegations. We further contemplate
providing a bulk enrollment option to allow enrollment of multiple
filers simultaneously.
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\102\ See, e.g., McGuire Woods Comment Letter (recommending at
least 12 months for individual filers, on the grounds that filers
would need that time to create individual account credentials,
enable multifactor authentication, and designate a filer
administrator); DFIN Comment Letter (asserting that it could take
12-18 months for filers to migrate, and recommending a 18-24 month
transition period with longer lead times for smaller filers);
Workiva Comment Letter (recommending a transition period of one
year, and separately citing its own survey results indicating more
than 66% of respondents indicated a transition period of one to
three years would be appropriate).
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If the rule and form changes are adopted, and the related technical
changes are to be implemented, we plan to provide an EDGAR Next
Adopting Beta environment to allow commenters to evaluate and test the
EDGAR Next changes, to prepare necessary software, and to assist filers
in preparing for the changes.
Existing EDGAR filers that fail to enroll by the compliance date
would lose EDGAR access and would be required to reapply for EDGAR
access on Form ID.
If the Commission adopts the proposed rule and form changes, we
expect that staff would provide additional support for filers
transitioning to EDGAR Next, such as by posting practical information
and guidance on the EDGAR--Information for Filers \103\ and EDGAR--How
Do I \104\ pages on SEC.gov, as well as providing a devoted help desk
to assist filers.
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\103\ See ``EDGAR--Information for Filers'' web page at https://www.sec.gov/edgar/filer-information.
\104\ See ``EDGAR--How Do I'' FAQs at https://www.sec.gov/edgar/filer-information/how-do-i.
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Requests for Comment
31. Does the planned transition process adequately address the
needs of filers and filing agents with regard to implementation of
EDGAR Next? If not, what changes should be made to the transition
process, and why?
32. How long would it take existing filers to transition to EDGAR
Next? As planned, the Enrollment Period would begin one month after
adoption of the proposed rule and form changes. Is this a sufficient
amount of time for filers to prepare for enrollment and, if not, why?
Is an Enrollment Period of six months sufficient for filers to enroll
their EDGAR accounts via manual or bulk enrollment and, if not, why?
Should existing filers transition their EDGAR accounts on a specific
schedule during the Enrollment Period (e.g., large filers must
transition by date X, medium filers by date Y, etc.) or, as
contemplated, should we allow filers to decide when to transition to
EDGAR Next so long as they do so prior to the compliance date?
33. We plan to require CIK, CCC, and EDGAR passphrase in order for
both individual and bulk enrollments to be accepted by EDGAR. Would
alternate credentials be more appropriate and, if so, what credentials
should be used? In particular, are passphrases typically maintained by
filing agents and, if not, how burdensome would it be for filing agents
to obtain and maintain their clients' passphrases? In situations where
filers no longer know their passphrases or those passphrases are no
longer recognized in EDGAR, how burdensome would it be for filers to
obtain new passphrases?
34. Following enrollment, what notification, if any, should be
provided to the existing EDGAR POC for the filer? Although filers are
currently required to list a contact address, telephone number, and
email address as part of their EDGAR contact information, we understand
that many EDGAR filer accounts that were created before email addresses
became mandatory never added an email address. Should we require
acknowledgment or confirmation from the existing EDGAR POC to complete
enrollment of an EDGAR filer account, or should completion of
enrollment be delayed until a certain period of time has passed without
objection from the existing EDGAR POC? If so, what should be the
waiting period before enrollment could be completed, keeping in mind
the interest of filers seeking to quickly transition to EDGAR Next?
35. Should we permit the bulk enrollment of multiple EDGAR
accounts, as planned? Are there particular steps the Commission should
take to minimize risks associated with enrollment? For example, should
the CCCs of enrolled filers be automatically reset as a security
precaution after enrollment is accepted? If the CCC is automatically
reset, what notification, if any, should be provided to the existing
EDGAR contact for the filer?
36. To what extent would bulk enrollment present logistical or
other burdens for filers with multiple filing agents or unaffiliated
third-party account administrators? For example, if the filer's CCC
were automatically reset after bulk enrollment, to what extent could
this cause confusion if the filer had multiple filing agents and some
of them were inadvertently not included as account administrators in
the bulk enrollment? Instead of the CCC being reset after enrollment,
should the CCC be reset at the compliance date for each enrolled CIK?
37. Are there any extenuating circumstances that would justify
filers being exempted from having to enroll by the compliance date, or
that would allow non-complying existing filers to maintain their EDGAR
access following the compliance date? If so, please explain.
G. General Request for Comment and EDGAR Next Proposing Beta
In conjunction with this proposing release, the Commission will
make available an EDGAR Next Proposing Beta environment where filers
may preview and test the planned EDGAR Next changes. The EDGAR Next
Proposing Beta generally should allow filers to view how the proposed
changes would be reflected in EDGAR. We currently anticipate that the
EDGAR Next Proposing Beta will be available on or about September 18,
2023, and will remain available for at least six months thereafter. Any
filer may sign up to access the EDGAR Next Beta. The Commission will
provide more information regarding the EDGAR Next
[[Page 65544]]
Proposing Beta through an information page on SEC.gov.
We request and encourage any interested person to submit comments
on any aspect of EDGAR Next, other matters that might have an impact on
EDGAR Next, and suggestions for additional changes. Comments are of
particular assistance if accompanied by analysis of the issues
addressed in those comments and any data that may support the analysis.
We urge commenters to be as specific as possible.
In particular, we request comment on the following issues.
38. Would the proposed rule and form changes facilitate the
responsible management of EDGAR filer credentials? Are there additional
changes that would encourage such responsible management? Would the
changes create any undue burdens for filers? If so, how could the
proposed rule and form changes be modified to ease such burdens? Are
there any other concerns that the Commission should be aware of with
implementation of EDGAR Next? Are there any conforming or parallel
changes that the Commission should make to effectively implement EDGAR
Next?
39. Are there alternatives to the dashboard that we should
consider? For example, are there alternative methods that would enable
filers to take the same actions as they would using the dashboard that
would be easier to implement or more user friendly? If so, what are
those alternatives? Please be specific.
40. In connection with the EDGAR Next changes, we intend to provide
APIs as described above to make EDGAR submissions and to check EDGAR
submission status and operational status. Are there alternatives that
would better accomplish the objectives of secure, efficient, and
automated machine-to-machine communication with EDGAR? If so, please
describe.
41. Are there any issues specific to certain types of filers that
should be considered with regard to the EDGAR Next changes? For
example, asset-backed securities (``ABS'') issuers, usually the
depositor in an ABS transaction, often create one or more serial
companies each year, each of which is a separate legal entity with its
own CIK, even though each generally has the same contact information as
the ABS issuer. Should new serial companies have their account
administrator information automatically copied from the ABS issuer's
account administrator information, so those account administrators
could access the dashboards for those serial companies? Likewise,
should other information be automatically inherited by new serial
companies from the ABS issuer, such as the ABS issuer's contact
information, users, and technical administrators (if any)? If so, in
order to ensure that the ABS issuer has account administrator
information and other information that could be copied to the new
serial company, would there be any issues associated with requiring ABS
issuers to have transitioned to individual account credentials before
the ABS issuer can create new serial companies? To what extent are
these concerns already addressed by the delegation function, given that
delegation would allow filers to delegate the authority to file to
another EDGAR account?
42. Separately, should we allow the annual confirmations of
administrators and users for an ABS issuer to also apply to the serial
companies associated with that ABS issuer, if the same administrators,
users, delegations, and corporate and contact information are
associated with each serial company? Why or why not? If so, should we
allow this more generally with regards to any situation where the same
administrators, users, delegations, and corporate and contact
information are associated with multiple CIKs? If some but not all of
that information is identical for multiple CIKs (e.g., each CIK has a
different P.O. box or email address listed for its business address),
should we allow a single confirmation to apply to each of those CIKs
and, if so, what validation if any should we apply to ensure that an
account administrator has properly reviewed the CIK's administrators,
users, delegations, and corporate and contact information?
43. While ABS issuers have been able to create new CIKs, non-ABS
related filers have attempted to use the process to create new CIKs
without submitting a Form ID. Would ABS issuers be significantly
impacted if the process were limited only to existing CIKs that have an
EDGAR filing history that includes ABS-related filings (including but
not limited to the following submission types and forms--ABS-EE, 10-K,
ABS-15G, 10-D, SF-1, SF-3 and 424H)?
44. Recent filing experience has shown that ABS issuers have not
been using the ability to create new ABS serial companies ``on the
fly'' when filing a 424H submission.\105\ If, as a result of EDGAR
Next, the EDGAR system no longer supported creating ABS ``on the fly''
via filing either a 424H or 424B submission, would that cause any
problems for ABS issuers? ABS issuers would continue to be able to
create new CIKs for serial companies via the ``Request Asset-Backed
Securities (ABS) Issuing Entities Creation'' option in the EDGAR Filing
website (known in EDGAR as an ``ABSCOMP'' submission).\106\
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\105\ See generally ``EDGAR--How Do I'' FAQs at the section
titled ``Create and obtain EDGAR access for asset-backed securities
(ABS) issuing entities,'' available at https://www.sec.gov/page/edgar-how-do-i-create-and-obtain-edgar-access-asset-backed-securities-abs-issuing-entities#section3 (discussing the ``on the
fly'' process).
\106\ Id. (discussing the creation of ABS issuing entities).
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45. Currently, EDGAR permits certain filings to be submitted on
behalf of multiple filers, who are treated as co-registrants for
purposes of the filing. Would filers face difficulties in delegating to
co-registrants or authorizing individuals to act as users or account
administrators for both the filer and the co-registrant(s)? To what
extent, if any, should the EDGAR Next changes provide special
consideration or treatment for EDGAR submissions by co-registrants? For
example, should the dashboard allow filers to designate other filers as
``co-registrants'' similar to how filers would delegate other filers as
delegated entities, except that filing authority would only exist with
regards to co-registrant submissions (e.g., the co-registrant could not
submit a filing solely on behalf of the filer)? If so, to what extent
should co-registrants be treated differently from delegated entities
(e.g., with regards to user groups, delegated admins, etc.)?
Alternately, should a user or account administrator for a filer be able
to submit a co-registrant filing jointly on behalf of the co-registrant
by using the co-registrant's CIK and CCC (as is currently the case),
without being a user or account administrator of the co-registrant? Why
or why not? Please note that for purposes of EDGAR Next Proposing Beta,
a filer will be able to submit a co-registrant filing by inputting the
CCC and CIK of the co-registrant(s), as is currently the case.
46. Should the Commission consider other changes to EDGAR filer
access and account management processes in the future? Why? Please be
specific.
IV. Economic Analysis
The Commission is sensitive to the economic effects, including the
costs and benefits, of its rules. The discussion below addresses the
potential economic effects that may result from the rule and form
amendments we are proposing in this release, and certain related
technical changes, including the
[[Page 65545]]
benefits and costs to investors and other market participants as well
as the broader implications of the EDGAR Next project for efficiency,
competition, and capital formation.\107\
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\107\ Section 2(b) of the Securities Act (15 U.S.C. 77b(b)),
section 3(f) of the Exchange Act (17 U.S.C. 78c(f)) and section 2(c)
of the Investment Company Act (15 U.S.C. 80a-2(c)) require the
Commission, when engaging in rulemaking where it is required to
consider or determine whether an action is necessary or appropriate
in (or, with respect to the Investment Company Act, consistent with)
the public interest, to consider, in addition to the protection of
investors, whether the action will promote efficiency, competition,
and capital formation. Further, section 23(a)(2) of the Exchange Act
(17 U.S.C. 78w(a)(2)) requires the Commission, when making rules
under the Exchange Act, to consider the impact that the rules will
have on competition, and prohibits the Commission from adopting any
rule that would impose a burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act. The
technological changes contemplated by EDGAR Next would work together
with the proposed rule and form amendments to enhance EDGAR access
requirements. Because it is difficult to isolate the economic
effects associated with the technological changes from those
attributable solely to the proposed rule and form amendments, for
purposes of this economic analysis, we have considered these effects
collectively.
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A. Introduction
Individuals and entities submit filings electronically with the
Commission through EDGAR in order to comply with various provisions of
the Federal securities laws. Filings on EDGAR are not currently linked
to a specific individual authorized by the filer. EDGAR access codes
represent a complex combination of several codes with differing
functions.\108\ This access method is not aligned with standard access
processes and is hard to monitor and manage. The Commission is also
aware that some filers may have failed to maintain secure access to
their EDGAR accounts.\109\
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\108\ See supra note 26.
\109\ See supra note 27.
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The changes contemplated by EDGAR Next would modernize the
mechanism by which filers and designated individuals acting on filers'
behalf obtain access to EDGAR, streamline the management of filers'
accounts, and offer three optional APIs that would allow filers to
interface with the EDGAR system. EDGAR Next would benefit both the
Commission and filers by enabling the Commission to identify specific
individuals making filings on behalf of filers and by simplifying
procedures for accessing EDGAR in a way that allows filers to leverage
the Commission's web function to reduce cost. Enhancing the security of
EDGAR would better protect against unauthorized access to the EDGAR
system thereby decreasing the likelihood of unauthorized filings
impacting the market and potentially imposing economic and reputational
costs on the public, the filer, and the Commission.
As discussed in greater detail in Section III above, EDGAR Next
would:
Offer a dashboard where filers would manage their EDGAR
accounts and where individuals that filers authorize could take
relevant actions for filers' accounts.
Require each filer to authorize and maintain individuals
as its account administrators to act on behalf of the filer to manage
the filer's EDGAR account in accordance with the EDGAR account access
and account management requirements set forth in this proposal and the
EDGAR Filer Manual. Only those individuals who obtained individual
account credentials could be authorized to act on the filer's behalf to
manage its EDGAR account.
Require each filer, through its authorized account
administrators, to confirm annually that all account administrators,
users, delegated entities, and technical administrators reflected on
the dashboard for the filer's EDGAR account are authorized by the filer
and that all information regarding the filer is accurate (generally
including the filer's corporate and contact information).
Require each filer, through its authorized account
administrator(s), to maintain accurate and current information on EDGAR
concerning the filer's account, and securely maintain information
relevant to the ability to access the filer's EDGAR account.
Allow individuals designated as account administrators to
file on EDGAR on the filer's behalf and authorize other individuals as
users to file.
Allow filers to authorize delegated entities to file on
their behalf. Delegated entities would be subject to the same
requirements applicable to all filers.
Offer optional APIs for machine-to-machine submissions and
retrieval of related filing information. Require filers who opt to use
the APIs to, through their account administrator(s), authorize at least
two technical administrators to manage the technical aspects of the
APIs.
Amend Rules 10 and 11 under Regulation S-T and Form ID to
codify the above requirements for filers, to add and define new terms
as part of this proposal, and to capture additional information during
the application for EDGAR access, respectively.
The discussion below addresses the potential economic effects of
the EDGAR Next changes, including the likely benefits and costs, as
well as the likely effects on efficiency, competition, and capital
formation. At the outset, we note that, where possible, we have
attempted to quantify the benefits, costs, and effects on efficiency,
competition, and capital formation expected to result from the
contemplated changes. In many cases, however, the Commission is unable
to quantify certain economic effects because it lacks the information
necessary to provide estimates or ranges. In those circumstances in
which we do not have the requisite data to assess the impact of the
EDGAR Next changes, we have analyzed their economic impact
qualitatively.
B. Baseline
The current set of requirements to obtain access to and file on the
Commission's EDGAR system, as well as the account management practices
as they exist today, serve as the baseline from which we analyze the
economic effects of the EDGAR Next changes. Filers are comprised of any
individuals and entities that make a submission electronically through
EDGAR. For example, directors and executives of many public companies
have reporting obligations under section 16 of the Securities Exchange
Act of 1934.\110\ Entities consist of public operating companies,
investment companies, broker-dealers, transfer-agents, and other
institutions who have filing obligations with the Commission. The
parties directly affected by EDGAR Next are current and prospective
filers as well as relevant individuals or entities acting on filers'
behalf. In 2022, the Commission received approximately 79,457 Form ID
submissions.\111\ From 2018 to 2022, an average of approximately 62,061
Form IDs were submitted per year to the Commission.\112\
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\110\ See 15 U.S.C. 78p.
\111\ This number includes 69,651 applications from prospective
filers without CIKs, 9,390 applications from filers who had lost
EDGAR access and were seeking to regain access to EDGAR (currently
submitted as passphrase updates, but under the proposal would be
submitted on Form ID), and 416 applications from filers with CIKs
who had not yet filed electronically on EDGAR.
\112\ Similarly, this number includes applications from
prospective filers without CIKs, applications from filers who had
lost EDGAR access and were seeking to regain access to EDGAR
(currently submitted as passphrase updates, but under the proposal
would be submitted on Form ID), and applications from filers with
CIKs who had not yet filed electronically on EDGAR.
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Individuals and entities who seek to file on EDGAR apply for access
in accordance with Rule 10 of Regulation S-T by completing Form ID, the
uniform application for access codes to file on EDGAR.\113\ Form ID
currently
[[Page 65546]]
collects the applicant's contact information, along with the
applicant's EDGAR POC. Upon approval, the filer receives a unique CIK,
and the EDGAR POC generates access codes (including a password), using
their CIK and passphrase from the Filer Management website, which
allows the filer to make submissions on its EDGAR account. EDGAR filers
are required to renew their EDGAR password annually. Currently, EDGAR
system access has not incorporated multi-factor authentication to
validate individuals accessing EDGAR and simplify password retrieval.
Additionally, the Commission has no systematic way to determine with
whom the filer has shared EDGAR access codes, or when the filer has
revoked authorization. Filers are responsible for safeguarding their
access codes and monitoring the number of individuals authorized to
receive the codes.\114\ Certain filers and filing agents currently
devise their own internal systems to track who possesses their EDGAR
access codes. Because the Commission does not collect the personal
information of the specific individual who makes the submission, nor
does the Commission issue identifying credentials to individuals acting
on behalf of filers when filings are submitted, the Commission is
currently unable to match filings to specific individuals who made the
filings. EDGAR receives a large volume of filings, typically more than
500,000 per calendar year, and has approximately 220,000 active filers,
of which approximately 149,000 represent entities and approximately
71,000 represent individuals.\115\
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\113\ See supra note 23.
\114\ See supra note 27.
\115\ See supra note 100.
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The majority of Commission filings are made by filing agents on
behalf of their client filers.\116\ Certain filing agents and filers
use proprietary custom software to interface with EDGAR to mimic a
machine-to-machine submission process and eliminate the need for
individual human web-based interaction with the EDGAR filing websites.
To create this custom software, data are extracted from the EDGAR
filing websites and the custom software is configured to mimic a web-
based interaction. This model of interaction with EDGAR requires
frequent maintenance, however, since whenever EDGAR filing websites
change their content or structure, those changes impact the custom
software. Although Commission staff does not provide technical or other
support for custom software for interaction with EDGAR, staff seeks to
minimize filing disruptions and strives to provide notice to filers
prior to making website changes. As a result, however, technical
changes (e.g., maintenance, updates, etc.) to be implemented in EDGAR
may be slowed by the fact that staff has to consider downstream custom
software configurations.
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\116\ See supra note 28.
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C. Consideration of Benefits and Costs as Well as the Effects on
Efficiency, Competition, and Capital Formation
1. Benefits
The EDGAR Next changes seek to enhance the security of EDGAR,
improve filers' ability to securely manage and maintain access to their
EDGAR accounts, facilitate the responsible management of filer
credentials, and simplify procedures for accessing EDGAR. EDGAR Next
aims to improve access by filers and enhance security by identifying
individuals who submit filings on EDGAR. Improving access by filers and
the security of EDGAR may increase the accuracy of submissions to the
Commission and thereby the quality of the information available on
EDGAR, thus also improving regulatory oversight. After an initial setup
burden described below,\117\ these changes could potentially reduce the
burden for reporting entities because modernizing the EDGAR filing
regime could improve the accuracy and efficiency of filing preparation.
Additionally, the improved accuracy and efficiency of the filings
submitted to the Commission could reduce the costs associated with
receiving and processing such submissions, in part by reducing the
time, processing, and search costs, and accordingly aid the
Commission's examination and oversight functions. An increase in the
accuracy and quality of submissions would boost the efficiency of the
Commission's document review, processing, and quality assurance.
Further, the public would generally benefit from the implied increase
in informational efficiency resulting from EDGAR Next changes as they
use EDGAR filings for investment decisions.
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\117\ See infra Section IV.C.2.
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EDGAR Next would impose new requirements on existing filers,
relevant individuals acting on their behalf, and applicants for EDGAR
access. These requirements are designed to enhance the security of
EDGAR, and prevent the unauthorized access to information and systems
by: (1) identifying and authenticating individuals accessing EDGAR; (2)
requiring filers to authorize account administrators to manage their
accounts; (3) providing an account management dashboard to simplify the
management of EDGAR accounts and facilitate account administrators in
their compliance; (4) requiring filers, through their account
administrators, to annually confirm the individuals with roles on the
filer's dashboard, and to maintain accurate and current information on
EDGAR concerning the filer's account while securely maintaining
information relevant to access the filer's EDGAR account; and (5)
providing a machine-to-machine solution for filers to interface with
EDGAR.
a. Individual Account Credentials
The amendments to Rule 10 would provide that filers may only
authorize individuals on the dashboard if those individuals have
obtained individual account credentials in a manner to be specified in
the EDGAR Filer Manual. The Commission also anticipates requiring
multi-factor authentication (which we anticipate would be performed
through Login.gov).\118\ We believe that by imposing the requirement to
require individual account credentials for the individuals accessing
the dashboards for all existing and prospective EDGAR filers, EDGAR
Next would generally improve the security of the EDGAR system in three
different ways. First, this requirement would eliminate the need for
filers to share their EDGAR access codes with various individuals
acting on behalf of the filer, reducing the likelihood of an
unauthorized individual gaining access to the filer's account. For
example, a personnel change or management reorganization at the filer
could create a situation where previously authorized filing agents or
former employees of the filer lose their privileges, but still possess
the EDGAR access codes. The risk of unauthorized access is heightened
when there is no internal method of tracking possession of EDGAR access
codes. Second, individual account credentials provide a means of
associating any given filing with the particular individual who
submitted such filing. The ability to associate the relevant
individuals to the filings they submitted would benefit the Commission
and the filer in resolving issues with problematic filings. Third,
individual account credentials would provide an additional layer of
validation with the anticipated requirement of multi-factor
authentication that would
[[Page 65547]]
require users to present a combination of two or more credentials for
access verification, thereby strengthening identity verification and
the security of access to EDGAR.\119\
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\118\ In connection with the proposed amendments, the Commission
also proposes to amend Rule 11 under Regulation S-T, ``Definitions
of terms used in this part,'' to add and define new terms as part of
this rulemaking, and update the definitions of existing terms as
needed.
\119\ See supra text following note 59.
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b. Account Administrators
The proposed amendments to Rule 10 also would require filers to
authorize account administrators to act on the filers' behalf to manage
their accounts. Currently, anyone who possesses a filer's access codes
can make a filing on that filer's EDGAR account. If the codes are
shared or left unprotected by the people who have them, they may be
obtained by someone who could use them to make an unauthorized filing,
and neither the filer nor Commission staff would be able to easily
trace the unauthorized filing through EDGAR to the individual who made
it. Under EDGAR Next, account administrators would improve the security
of EDGAR because account administrators would oversee and monitor the
filer's account. Account administrators would have the ability to
authorize, remove authority, and track all individuals acting on the
filer's behalf, thereby reducing the risk of unauthorized access to the
filer's account. The account administrator's monitoring of the filer's
account would allow for prevention and timely detection of potential
harms resulting from unauthorized access. It is difficult to quantify
the potential benefits to filers of these aspects of the proposed
changes because they would depend, in part, on the security risks faced
by filers and the effectiveness of their existing systems to protect
against unauthorized use of EDGAR access codes.
Individual filers and filers who are single-member companies would
be required, under proposed Rule 10(d)(2), to authorize and maintain at
least one account administrator. The designation of account
administrators would also help facilitate communication between filers
and the Commission, thus reducing the risk of possible interruptions in
filer EDGAR activities. Currently, filers designate a point of contact
on their Form ID to enable communication with the Commission.
Correspondence between the Commission and the EDGAR POC regarding the
filers' account activities may be delayed in the event that the EDGAR
POC is no longer associated with the filer, because the filer may not
update their EDGAR POC information with the Commission. All filers who
are not individuals or single-member companies would be required to
authorize and maintain at least two account administrators. The minimum
requirement of two account administrators would lower the likelihood of
the previously mentioned scenario. In addition, though the current
EDGAR POC receives the access codes on behalf of the filer, he is not
necessarily authorized to act on behalf of the filer. Under EDGAR Next,
the account administrator, on behalf of the filer, would oversee all
other designated roles and would be responsible for the management of
the filer's account.
c. Dashboard
Commission staff is also aware that certain filers and filing
agents currently have internal systems that track which individuals
possess their EDGAR access codes. The cost to these filers in
transitioning to the dashboard would be the same as if they did not
have an internal system. We can infer that the cost to these filers
would be less on an ongoing basis if they use the dashboard instead of
their current system due to the elimination of ongoing maintenance
costs for their system. Moreover, the dashboard would offer the
advantage of being a uniform system for all filers that additionally
allows Commission staff visibility into individuals authorized to act
for the filer. This additional qualitative benefit is not present for
current filer internal tracking systems. Furthermore, filers without a
system for tracking individuals in possession of EDGAR codes currently
would be afforded a tool to do so through EDGAR, thereby facilitating
compliance with their existing and proposed obligation to securely
maintain access to their accounts.
As proposed, Rule 10(d)(6) essentially codifies the current
requirement for a filer to securely maintain its EDGAR access codes.
Under the proposal, filers, through their account administrators, would
be required to securely maintain information relevant to the ability to
access their EDGAR accounts. Access to the dashboard would require
individual account credentials, completion of the anticipated
requirement of multi-factor authentication steps, and authorization
from account administrators. Because of these security features,
individuals in designated roles on the dashboard could safely access
the CCC code to file on behalf of the filers.\120\ This added security
feature would eliminate the need to share the CCC codes with various
individuals thus minimizing the risk of unauthorized access.
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\120\ See supra note 26.
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Additionally, the dashboard functionality of EDGAR Next would
provide time and labor efficiencies in managing filers' EDGAR accounts,
while facilitating compliance with the proposed rule requirements:
First, the dashboard would have a flexible user interface that
would provide time and labor efficiencies to account administrators by
facilitating the management of filers' EDGAR accounts, and compliance
with the proposed changes. Through the dashboard's interface, an
account administrator would have access to readily available
information that would facilitate compliance with proposed Rule
10(d)(4), assist in tracking those authorized to file on EDGAR, and
provide an opportunity for account administrators to confirm the
accuracy of all information contained on the dashboard. Furthermore,
through the dashboard's interface, account administrators could add an
individual as a user, account administrator, or technical administrator
for an EDGAR account on the dashboard. Additionally, using API tokens
as a method of authentication would eliminate the need for manual
individual account credential multi-factor authentication. This would
decrease the time required to submit filings, facilitate the ability to
pre-schedule and perform bulk filings, and reduce the potential for
error due to manual processing and the risk of missing deadlines.
Moreover, through the dashboard's interface, account administrators
could generate a CCC for newly issued CIKs. The CCC would be securely
saved in the dashboard visible to all authorized account administrators
and users. The CCC would remain as the code required for filing in the
account.
Second, the dashboard would provide additional time and labor
efficiencies through the user groups feature. This functionality would
particularly benefit delegated entities in managing multiple users and
multiple filers' delegations of authority. EDGAR Next would allow up to
500 users per filer, and delegated users would be able to make
submissions on behalf of the delegating filer. Assigning multiple users
on an individual basis to a given filer would be time consuming and
labor intensive, which would be detrimental to filers when they may
need to make time-sensitive filings. The user group feature would
streamline that process and allow delegated entities to assign multiple
users to a specific filer at once. The dashboard would harness the
benefits of technology and modernize the EDGAR access and management
functions while providing filers the flexibility to adapt to changes
rapidly, which is significant particularly in scenarios that could
negatively impact filing times.
[[Page 65548]]
The institution of the user role would particularly benefit large
filers or filing agents submitting multiple forms, for multiple
entities. Allowing up to 500 users per filer would increase the
likelihood of filling success for large filers and filing agents by
providing these entities flexibility in assigning multiple users to
various user-groups. Users would be able to remove themselves as a user
for a given filer, thereby facilitating the maintenance of updated
dashboard information that would benefit all affected parties.
d. Proposed Rules 10(d)(4), (d)(5), and (d)(6)
The proposed Rules 10(d)(4), (d)(5), and (d)(6) would require the
filer, through its authorized account administrators: to annually
confirm that all individuals reflected on the dashboard for the filer's
EDGAR account are authorized by the filer and that all information
regarding the filer on the dashboard is accurate; to maintain accurate
and current information about the filer on EDGAR; and to securely
maintain information relevant to the ability to access the filer's
EDGAR account. It would assist the filer in tracking and confirming
those individuals and delegated entities authorized to act on behalf of
the filer, and to remove those no longer authorized. Confirming the
accuracy of individuals authorized to act on behalf of filers while
ensuring the safeguard of account access related information would
enhance the security of EDGAR by reducing the risk of unauthorized
access therefore reducing the likelihood of unauthorized filings. The
Commission preliminarily believes that to the extent that the risk of
unauthorized access is reduced, taking measures that may prevent
unauthorized filings is inherently more efficient than remediating the
consequences of such events after it occurred.
Additionally, failure to perform the annual confirmation of the
information on the dashboard would result in the deactivation of the
filer's access and the removal of individuals from the filer's account
upon deactivation. Failure to perform annual confirmation could signal
that the account has been abandoned. Deactivation would further benefit
filers and all individuals associated with the filer's account by
protecting their information listed on the dashboard. Proposed Rule
10(d)(5) is analogous to the current requirements to securely maintain
EDGAR access and to maintain accurate company information on
EDGAR.\121\ Ensuring the accuracy of filer's relevant information
contained in EDGAR would increase the reliability of such available
information and thus would enhance the Commission's oversight
capabilities, which benefits both the Commissions and the public.
Furthermore, accurate and reliable EDGAR information would benefit the
filer by facilitating a timelier remediation of problematic filings.
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\121\ See supra note 88.
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e. Optional APIs
In connection with the EDGAR Next changes, the Commission would
provide optional APIs that would permit filers to interface on a
machine-to-machine basis with the EDGAR platform. These APIs would
benefit filers and the Commission by automating filers' connection to
EDGAR for submission and retrieval of certain filing-related data and
by reducing network traffic to the Commission. The Commission would
offer three APIs: a submission API, a submission status API, and an
operational status API.
With respect to the process for submissions, the submission API
would benefit filers by allowing for more secure submissions since
prior to using the APIs, the filer's technical administrator would be
required to generate a filer API token to authenticate the filer, and
the user would be required to generate a user API token to authenticate
the user. The API tokens would be confidential and generated through
the dashboard. The above requirements would provide additional
assurance that the user is indeed authorized to submit the relevant
filing.
The APIs would further streamline the submission and retrieval
process since the use of APIs and user tokens would allow automated
server-to-server authentication without the need for manual login and
multi-factor authentication. As mentioned before, many filing agents'
software use web scraping to retrieve information from EDGAR for filing
purposes and to make submissions. Though widely used, scraping depends
on the underlying structure of the external web page being scraped.
Thus, any minor changes to the underlying structure of the EDGAR
websites could impact the filers' software. The APIs would provide a
more reliable way for filers to interact with EDGAR since future
changes to EDGAR would likely not impact filers' software.
Further, the submission status API would allow filers to assess
information regarding submission status via machine-to-machine
communication. The submission status API would allow filers and filing
agents to use their filing application to simultaneously check the
status of multiple EDGAR submissions in a batch process as opposed to
individually checking the submission status of each submission after
manually logging into EDGAR. The submission status API would increase
the likelihood that the Commission receives submissions promptly by
limiting the risk of a failed submission through early communication
with the filers or their authorized representatives, benefiting the
Commission, filers and filing agents. An increase in the certainty and
timeliness of submission boosts the overall information quality of the
EDGAR system.
By opting to use the APIs, filers would further benefit by using
direct machine-to-machine connections that would be approved and
maintained by the Commission (as opposed to current third-party custom
applications). As described in Sections III.D.2 and 3, filers and
filing agents, as well as those using third-party custom applications
continuously interact with the EDGAR system inquiring as to the status
of submissions, or the operating status of EDGAR. Such inquiries into
EDGAR create significant network traffic. For example, this network
traffic could be more severe in the case of a large filing agent
checking the status of multiple submissions. Instead of manually
logging into EDGAR and individually checking the status of each
submission, the submission status and operational status APIs would
benefit the Commission and filers by allowing filers to simultaneously
check the status of multiple submissions in a batch process as opposed
to checking the status of each submission individually, thereby
reducing network traffic created when filers are repeatedly requesting
the status of their submissions, or the operational status of EDGAR.
Additionally, a filer who opts to use APIs would be required to
authorize at least two technical administrators, and would be allowed a
maximum of ten technical administrators to facilitate communication
with the Commission on API-related technical issues. This would reduce
the chance that filers' API access would be interrupted for any
unforeseen technical issues.
2. Costs
We believe that the costs associated with EDGAR Next would
primarily result from compliance costs borne by filers as described in
the Paperwork Reduction Act (``PRA'') analysis below, associated costs
to comply with new
[[Page 65549]]
Rule 10 requirements, and the one-time burden for filers to adjust
their internal filing application software to interface with the
APIs.\122\ While filers are not currently subject to analogous specific
requirements regarding access, they are nevertheless subject to the
same general requirements regarding securely maintaining EDGAR access
codes and limiting the number of persons who possess the codes.
---------------------------------------------------------------------------
\122\ See infra Section V.
---------------------------------------------------------------------------
The proposed additional disclosure requirements for Form ID would
entail certain incremental compliance costs.\123\ For example, filers
are already subject to the disclosure requirements of Form ID and under
EDGAR Next we estimate for purposes of the PRA that Form ID's burden
hours would increase by 0.3 burden hours.\124\ Collectively, we
estimate the burden to all filers to comply with the proposed
amendments to Form ID would be 47,674 hours per year.\125\ Filers would
also incur labor costs associated with authorizing account
administrators, along with fees associated with authorized individuals
granting powers of attorney to designated individuals and delegated
entities if those individuals being designated as account
administrators are not employees of the filer. However, such costs
would be mitigated by the six-month enrollment period of EDGAR Next,
which would allow existing and prospective filers to enroll their
account administrators without submitting a Form ID. Other costs that
could arise from the proposal would stem from a filer's failure to
perform, through its authorized account administrator, the required
annual confirmation pursuant to proposed Rule 10(d)(4). Failure to
perform the annual confirmation of the information on the dashboard
would result in the deactivation of the filer's access, and the removal
of individuals associated with the filer's account upon
deactivation.\126\ Filers would incur an additional burden of
submitting a new Form ID application to regain access to file on EDGAR,
and re-issuing invitations to any technical administrators, users, and
technical administrators associated with their account prior to
deactivation. However, these costs would potentially be mitigated by
EDGAR's multiple notices of the impending confirmation deadline to
account administrators on the dashboard and by email.\127\
---------------------------------------------------------------------------
\123\ See infra Section V.
\124\ See infra note 140.
\125\ See infra note 141141.
\126\ See supra note 71.
\127\ See supra note 70.
---------------------------------------------------------------------------
The Commission would further ease the transition for filers by
allowing relevant individuals of the filer to submit bulk enrollment of
up to 100 filers and their account administrators. This would
particularly benefit large filing agents enrolling multiple accounts by
saving time and labor costs. The dashboard would require filers to
incur costs to set up their accounts, as set forth in the PRA, and
would require some period of time to maintain accurate and current
information on EDGAR, confirm annually on EDGAR that all users, account
administrators, technical administrators, and/or delegated entities
reflected on the dashboard for the filer's EDGAR account are authorized
by the filer, and that the filer's information on the dashboard is
accurate, and securely maintain relevant account access information,
largely depending on the number of users the filer authorizes and the
amount of turnover of relevant personnel.\128\ We recognize that due to
these factors, the burden incurred would vary across filers. Filers
with a large number of users and significant turnover would likely
spend a greater amount of time managing their dashboard accounts. And
filers with few users and little turnover would likely have infrequent
need to manage individuals on the dashboard. Similarly, larger filers
managing multiple CIKs would spend more time performing their required
annual confirmation, and thus would incur a higher associated
compliance cost associated. For purposes of the PRA, we estimate that,
on average, each filer would incur one burden hour per year managing
their account in the dashboard.\129\
---------------------------------------------------------------------------
\128\ See infra Section V.B.
\129\ See infra text preceding note 142.
---------------------------------------------------------------------------
Collectively, we estimate the burden to all filers to comply with
the proposed new dashboard requirements would be 220,000 hours per
year.\130\ However, such burden would be mitigated by active
notifications and other efficiencies provided by the dashboard as an
account management tool.
---------------------------------------------------------------------------
\130\ See infra note 143143.
---------------------------------------------------------------------------
Filers or filing agents who choose to use the optional APIs would
incur a one-time cost to adjust their internal software systems to the
new EDGAR APIs. Given that the APIs are optional, filers would
presumably incur this cost to the extent that the benefits of using the
APIs are expected to exceed the cost of doing so. Further, for filers
who substitute the optional APIs for custom filing software, the cost
of adjusting internal software systems to use the new EDGAR APIs would
be mitigated by the elimination of current ongoing maintenance costs
associated with adjusting their custom software each time EDGAR
undergoes changes. The costs of developing software to use the APIs
would not apply to filers who do not generally utilize custom filing
software, as these filers could continue using the EDGAR websites to
submit their filings. We have observed that small filers typically do
not utilize custom filing software and we expect they will generally
not incur these costs. Furthermore, the Commission would make available
an EDGAR Next Beta to facilitate a smooth transition process for all
affected parties.
We further estimate the direct costs to filers or filing agents
associated with the proposed optional API requirements, including time
and personnel costs to build a filing application integrated with all
functions to successfully connect to the EDGAR APIs. Depending on their
existing software, complexity of their application and individual
business models, among other factors, these expenses are likely to vary
across filers. Based on Commission experience from developing EDGAR
Next the total estimated cost per filer for filing applications to
connect to an EDGAR API by an external programmer analyst would range
from $31,104 \131\ for filers with a preexisting filing application to
$38,880 assuming the filers do not have a preexisting filing
application.\132\ The total estimated burden hours for filers
developing their application internally
[[Page 65550]]
would range between 96 burden hours \133\ and 120 burden hours.\134\
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\131\ An outside Senior Programmer Analyst salary range
(national averages) is available from www.payscale.com. Using data
from the 75th percentile, adjusting for a 1,800 hour work year, and
multiplying by the 5.35 factor which normally is used to include
benefits but here is used as an approximation to offset the fact
that New York salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate of $31,104 is
based on the following calculation: $5,184 to simply connect an
existing filing application to the API (16 hours = 2 days x 8 hours
per day for a Senior Programmer Analyst at a rate of $324/hour) +
$25,920 (80 hours = 2 weeks x 5 days per week x 8 hours per day for
a Senior Programmer Analyst at a rate of $324/hour to configure the
filing application correctly to be able to use the API).
\132\ An outside Senior Programmer Analyst salary range
(national averages) is available from www.payscale.com. Using data
from the 75th percentile, adjusting for a 1,800 hour work year, and
multiplying by the 5.35 factor which normally is used to include
benefits but here is used as an approximation to offset the fact
that New York salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate of $38,880 is
based on the following calculation: $12,960 to create a new filing
application and connect it to the API (40 hours = 5 days x 8 hours
per day for a Senior Programmer Analyst at a rate of $324/hour) +
$25,920 to configure the filing application correctly to be able to
use the API (80 hours = 2 weeks x 5 days per week x 8 hours per day
for a Senior Programmer Analyst at a rate of $324/hour).
\133\ The estimate is based on the following calculation: 16
hours to simply connect an existing filing application to the API by
a Senior Programmer Analyst (16 hours = 2 days x 8 hours per day) +
80 hours (80 hours = 2 weeks x 5 days per week x 8 hours per day)
for a Senior Programmer Analyst to configure the filing application
correctly to be able to use the API.
\134\ This estimate is based on the following calculation: 40
hours to create a new filing application and connect it to the API
(40 hours = 5 days x 8 hours per day) + 80 hours to configure the
filing application correctly to be able to use the API (80 hours = 2
weeks x 5 days per week x 8 hours per day).
---------------------------------------------------------------------------
Filers who choose to use the APIs would also incur the additional
cost of authorizing two technical administrators to manage the
technical aspects of the APIs. We do not expect that filers would need
to hire new employees to fill the technical administrator role since
the primary responsibilities for the technical administrator are to
generate the filer API token on an annual basis and securely store it
within a filer's application. For purposes of the PRA, we estimate that
filers would incur a burden of one hour per year per CIK with respect
to the technical administrators' responsibilities, depending on
security standards imposed by the filer or filing agent.\135\
---------------------------------------------------------------------------
\135\ See infra note 143 and accompanying text 141.
---------------------------------------------------------------------------
3. Effects on Efficiency, Competition, and Capital Formation
EDGAR Next would increase the efficiency of filings and filing
preparation by improving the accuracy of submissions and improving
regulatory oversight into filings. The Commission preliminarily
believes that enhancements to EDGAR security from the proposed EDGAR
Next changes may improve efficiency by minimizing the risk of
unauthorized access thus reducing the likelihood of unauthorized
filings. Facilitating access and improving the tracking mechanism of
who files on EDGAR would increase public confidence in the large amount
of information submitted through EDGAR. Moreover, an increase in the
accuracy and timeliness of processing submissions would boost the
efficiency of the Commission's document review, processing, and quality
assurance.
Enhancing the security of EDGAR would better protect against
unauthorized access to the EDGAR system, thereby reducing the
possibility of unauthorized filings that could have a distorting impact
on the market. Strengthening filing security could marginally increase
investor confidence and promote effective and well-functioning capital
markets. The public would generally benefit from the implied increase
in informational efficiency resulting from the improved accuracy and
timeliness of processing submissions, as they use EDGAR filings for
investment decisions. Overall, however, we do not expect the EDGAR Next
changes to have a significant effect on capital formation because the
contemplated security enhancements would not necessarily change market
price fundamentals.
As discussed above, because the EDGAR Next changes would
potentially increase the compliance requirements for filers, they could
result in an increased demand for delegated entities to the extent that
delegated entities find it profitable. This might increase competition
among delegated entities, resulting in lower fees for filers with
delegated entities. We cannot assess the relative likelihood of the
above competitive effects among delegated entities because we are
unable to estimate how many filers would choose to use delegated
entities as a result of the proposal.
D. Reasonable Alternatives
1. Require Personally Identifiable Information in Addition to
Individual Account Credentials
The proposed amendments would require all filers and relevant
individuals acting on filers' behalf to obtain their individual account
credentials prior to being authorized for any EDGAR Next role.
Alternatively, the Commission could require that U.S.-based individuals
provide certain personally identifiable information (``PII'') in
addition to individual account credentials. Compared to the proposed
amendments, while requiring PII from U.S.-based individuals and
companies may result in a higher identity assurance level for U.S.-
based persons, it would not achieve the same benefit for foreign
individuals. Foreign individuals use different forms of PII, including
different identifying documents, which makes it inherently difficult
for a single vendor (database) to reliably identify everyone in the
world. Additionally, the costs to the Commission of acquiring and
safeguarding PII would exceed the benefits of doing so. Thus, this
alternative would represent an extra burden to U.S.-based filers and
individuals acting on their behalf, as well as the Commission.
2. Requirements for Individual and Small Filers
EDGAR Next would apply to all prospective and existing filers
regardless of size. As an alternative, the Commission could simplify
compliance requirements designed to address resource constraints of
small entities. For example, the Commission could consider exempting
small filers from proposed Rule 10(d)(4) that would require filers,
through their authorized account administrators, to confirm annually
that all account administrators, users, and delegated entities, and
technical administrators reflected on the dashboard for the filer's
EDGAR account are authorized by the filer and that all information
regarding the filer on the dashboard is accurate. Further, the
Commission could exempt small filers from proposed Rule 10(d)(1), and
instead allow small filers to independently develop practices and
recordkeeping to track individuals acting on their behalf and safeguard
their account access codes. To the extent that simplifying these
requirements could reduce regulatory burden on small filers, while
affording small filers greater discretion into how they manage their
accounts and securely maintain their EDGAR access codes, exempting a
particular group of users would hinder the Commission's effort of
establishing uniform requirements for all filers and individuals acting
on their behalf.
For instance, because EDGAR Next would eliminate the use of the
several passcodes and eliminate the present requirement to change the
EDGAR password annually, exempting small filers from proposed Rule
10(d)(4) would generally lessen the security of their filing regime.
Moreover, the Commission believes that any costs savings associated
with exempting small filers from parts of EDGAR Next would likely be
minimal. Small filers would still incur a cost of implementing their
own practices and recordkeeping which might be higher than the cost of
complying with the EDGAR Next changes and would impose a burden on
small filers due to their limited resources and less established
history of implementing such practices and recordkeeping. The EDGAR
Next changes are designed to enhance the EDGAR filing regime,
including, among other things, strengthening access to filers' EDGAR
accounts by establishing a uniform method for authorizing, identifying,
and tracking all individuals authorized to act on each filer's behalf.
Additionally, a benefit of EDGAR Next is the elimination of password
sharing. Exempting small filers from obtaining individual account
credentials would not achieve that objective and therefore
[[Page 65551]]
would not generally improve the security of EDGAR.
3. Implementing Performance-Based Standards
The EDGAR Next proposal mandates the performance of certain
prescribed requirements to enhance the security of EDGAR's filing
regime. We could consider an alternative with a more performance-based
approach that would not spell out the precise actions filers need to
take in order to improve the security of their EDGAR accounts, but
instead only state that filers should have in place practices and
recordkeeping that would allow the Commission to more easily identify
anyone who makes a submission on the filer's behalf, and ensure that
only individuals authorized by the filer are privy to the filer's
access codes. For example, filers might opt to authorize only one
account administrator rather than authorize and maintain two such
individuals, or filers might determine that they do not need the
additional security provided by multi-factor authentication for
designated individuals to be authorized to act on their behalf on the
dashboard.
The benefits of such an approach would be that filers would have
more flexibility in what their practices and recordkeeping cover. Such
an approach would provide the benefit of reducing the regulatory burden
for certain filers by permitting them to tailor their EDGAR access
compliance requirements to fit their own particular circumstances, and
would provide filers greater discretion into how they manage their
EDGAR accounts and safeguard their account access codes. To the extent
that this approach provides more flexibility to certain filers, this
alternative could also increase compliance cost to the detriment of
some filers who may incur higher cost to set up practices and
recordkeeping arrangements to manage their account and safeguard their
access codes. Furthermore, this approach would diminish the intended
benefits of the EDGAR Next changes. Filers who bypass the individual
account credential requirements would make it difficult for the
Commission to match specific filings to the relevant individual who
made the submissions, while authorizing only one account administrator
would probably not reduce the likelihood of managing EDGAR accounts
without interruptions.
Overall, a performance-based approach would create inconsistencies
in improving the overall security of EDGAR, facilitating the
responsible management of EDGAR filer credentials, and simplifying
procedures for accessing EDGAR. In addition, any cost savings
associated with a performance-based approach would likely be minimal
because filers would still incur the cost of compliance. In sum, this
alternative would limit the magnitude of the benefits for filers that
would result from the contemplated EDGAR Next changes.
4. Institute Phased Compliance Dates by Filer Category or Form Type
The proposed amendments would have a single compliance date. As an
alternative, we could employ phased compliance dates to either
accelerate or postpone compliance for particular filers. Phased
compliance would particularly benefit smaller filers by affording them
a longer time period to come into compliance with EDGAR Next, while
further facilitating compliance with other contemporaneous rules with
similar or earlier compliance deadlines. To the extent that a phased
compliance would provide filers with more time to comply with EDGAR
Next changes, compared to the proposed compliance timeline, postponing
compliance would delay the benefits provided by the proposed changes,
while accelerating compliance might result in additional transition
challenges for these filers.
E. Requests for Comment
55. The Commission requests comment on all aspects of the economic
effects of the EDGAR Next changes, including any anticipated impacts
that are not mentioned here. We are particularly interested in
quantitative estimates of the benefits and costs, in general or for
particular types of affected parties, including smaller entities. We
also request comment on reasonable alternatives to the EDGAR Next
changes and on any effect the changes may have on efficiency,
competition, and capital formation.
56. Do you agree with the estimated benefits that EDGAR Next would
provide to filers? If not, why?
57. Do you agree with the estimated costs associated with the EDGAR
Next changes? If not, why? Please provide your views on the burden of
complying with the EDGAR Next changes relative to our estimates. In
particular, would filers and filing agents switch to using the optional
APIs contemplated as part of EDGAR Next? If not, why?
58. Are there any filers for whom the compliance costs associated
with EDGAR Next would not be justified by the benefits such that
exempting those entities would be advisable? If so, which filers should
the Commission exempt, and why?
59. Does the contemplated compliance timeline provide filers
sufficient time to transition to EDGAR Next? If not, what would be the
additional cost incurred in order to meet the contemplated compliance
timeline?
60. Would EDGAR Next require any existing filers with delegated
authority to file on behalf of a related person or entity to materially
change the way they operate? If so, in what ways? What would be the
cost associated with such change? For instance, many companies may file
on behalf of their section 16 directors and officers, and some
investment companies may also make filings on behalf of other funds
within their fund family.
61. Prospective filers could designate as account administrators
(i) individuals employed at the filer or an affiliate of the filer (in
the case of company applicants) or themselves (in the case of
individual applicants), as well as (ii) any other individual, provided
the filer submitted a notarized power of attorney authorizing such
other individual to be its account administrator. Are filers likely to
designate individuals other than themselves or their employees or
employees of their affiliates? What would be the costs associated with
this determination?
The Commission also requests comment and supporting empirical data
on the burden and cost estimates for the proposed rule, including the
costs that filers and potential filers may incur.
V. Paperwork Reduction Act
Certain provisions of the proposed amendments contain ``collection
of information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\136\ We are submitting the proposed
collections of information to the Office of Management and Budget
(``OMB'') for review in accordance with the PRA.\137\ An agency may not
conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid OMB
control number. Compliance with the information collection is
mandatory. Responses to the information collection are not kept
confidential, and there is no mandatory retention period for the
information disclosed. The title for the existing collection of
information that we are proposing to amend is ``Form ID--EDGAR
Password'' (OMB Control No. 3235-0328). Our proposal also includes a
new collection of information titled ``the dashboard.'' The amendments
to Form ID and the
[[Page 65552]]
implementation of the dashboard are designed to harness the benefits of
improved technology and to modernize the EDGAR access and management
functions. A detailed description of the proposed amendments, including
the amendments to Form ID and the implementation of the dashboard,
including the need for the information and its proposed use, as well as
a description of the likely respondents, can be found in Section III
above, and a discussion of the expected economic impact of the proposed
amendments can be found in Section IV above. We discuss below the
collection of information burdens associated with each initiative.
---------------------------------------------------------------------------
\136\ 44 U.S.C. 3501 et seq.
\137\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
---------------------------------------------------------------------------
A. Form ID
Form ID must be completed online and submitted to the Commission by
all individuals, companies, and other organizations who seek access to
file electronically on EDGAR.
As outlined above, the amendments to Form ID would require an
applicant for EDGAR access to undertake certain additional disclosure
obligations, including most significantly: (1) designating on Form ID
specific individuals the applicant authorizes to act as its account
administrator(s) to manage its EDGAR account on a dashboard on EDGAR;
(2) indicating the applicant's LEI, if any; (3) providing more specific
contact information about the filer, its account administrators, its
authorized individual (individual authorized to submit Form ID on the
filer's behalf), and its billing contact (including mailing, business,
and billing information, as applicable); (4) specifying 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; (5) indicating whether the applicant, if a
company, is in good standing with its state or country of
incorporation; (6) requiring submission of a new Form ID if the
applicant claims to have (i) lost electronic access to its existing CIK
account or (ii) assumed legal control of a filer listed on an existing
CIK account but did not receive EDGAR access from that filer; and (7)
requiring those seeking access to an existing EDGAR account to upload
to EDGAR the documents that establish the applicant's authority over
the company or individual listed in EDGAR on the existing account. The
proposed amendments would also simplify filer account management by
eliminating the EDGAR password, PMAC, and passphrase.
For purposes of the Paperwork Reduction Act, the currently approved
burden includes an estimate of 57,329 Form ID filings annually and
further estimates approximately 0.30 hours per response to prepare and
file Form ID, for a total of 17,199 annual burden hours. Those
estimates include the number of Form ID filings for filers without CIKs
(48,089 filings), filers with CIKs who are seeking to regain access to
EDGAR (8,836 filings), and filers with CIKs who have not filed
electronically on EDGAR (404 filings).\138\ Filers are responsible for
100% of the total burden hours.
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\138\ 48,089 filings for users without CIKs + 8,836 filings for
filers who are seeking to regain access to EDGAR + 404 filings for
filers with CIKs who have not yet filed electronically on EDGAR =
57,329 filings.
---------------------------------------------------------------------------
There were 79,457 Form ID filings in calendar year 2022. The
estimate includes the number of filers without CIKs, filers with CIKs
who have not filed electronically on EDGAR, and filers with CIKs who
are seeking to regain access EDGAR.\139\ If the proposed access changes
and proposed Form ID amendments are implemented, for purposes of the
Paperwork Reduction Act, we estimate that the number of Form ID filings
would remain the same and that the number of hours to prepare Form ID
would increase by 0.30 hours.\140\
---------------------------------------------------------------------------
\139\ 69,651 filings for users without CIKs + 9,390 filings for
filers who are seeking to regain access to EDGAR + 416 filings for
filers with CIKs who have not yet filed electronically on EDGAR =
79,457 filings.
\140\ The increase in burden would vary by applicant depending
on whether certain of their responses required additional
information (e.g., explaining the circumstances surrounding any of
its operatives who are currently subject to Federal or State
securities law investigations, proceedings, convictions,
suspensions, or bars, and for applicants seeking access to an
existing CIK account, providing the documents that establish the
applicant's authority over the company or individual currently
listed in EDGAR as corresponding to the existing CIK account).
---------------------------------------------------------------------------
Thus, for purposes of the Paperwork Reduction Act, the estimated
total number of annual Form ID filings would increase from 57,329
filings to 79,457 filings. The estimate of 0.30 hours per response
would increase to 0.60 hours per response. The estimated total annual
burden would increase from 17,199 hours to 47,674 hours.\141\ The
estimate that the filers are responsible for 100% of the total burden
hours would stay the same.
---------------------------------------------------------------------------
\141\ 79,457 filings x 0.60 hours/filing = 47,674 hours.
----------------------------------------------------------------------------------------------------------------
Annual number of filings Annual time burden (hrs.)
---------------------------------------------------------------------------
Form ID Previously Previously
approved Requested Change approved Requested Change
----------------------------------------------------------------------------------------------------------------
Form ID............................. 57,329 79,457 22,128 17,199 47,674 30,475
----------------------------------------------------------------------------------------------------------------
B. The Dashboard
To file on EDGAR, each filer must also comply with certain account
access and management requirements by taking actions on the dashboard.
As outlined above, each filer must authorize individuals to act on its
behalf on the dashboard, and those individuals must have obtained
individual account credentials for EDGAR in the manner specified in the
EDGAR Filer Manual. Moreover, each filer, through their account
administrators, is required to: (i) authorize and maintain at least two
individuals as authorized account administrators to act on the filer's
behalf to manage the filer's EDGAR account, except a filer who is an
individual or single-member company must authorize and maintain at
least one individual as an account administrator; (ii) confirm annually
on EDGAR that all users, account administrators, technical
administrators, and/or delegated entities reflected on the dashboard
for the filer's EDGAR account are authorized by the filer, and that the
filer's information on the dashboard is accurate; (iii) maintain
accurate and current information on EDGAR concerning the filer's
account, including but not limited to accurate corporate information
and contact information (such as mailing and business addresses, email
addresses, and telephone numbers); (iv) securely maintain information
relevant to the ability to access the filer's EDGAR account, including
but not limited to access through any EDGAR API; and (v)
[[Page 65553]]
if the filer chooses to use an EDGAR API, authorize at least two
technical administrators to act on the filer's behalf to manage
technical matters related to the filer's use of an API.
Through the dashboard, account administrators could: (i) add and
remove users, account administrators, and technical administrators
(including removing themselves as an account administrator); (ii)
create and edit groups of users; (iii) delegate filing authority to
third parties with EDGAR accounts and remove such delegations; and (iv)
generate a new CCC.
For purposes of the PRA, we estimate that each filer would spend
approximately one hour setting up the dashboard, and approximately one
hour per annum managing the filer's account on the dashboard. This
burden would vary across filers depending on the size of the filer, the
number of users, account administrators, technical administrators, and
delegated entities authorized by the filer, as well as the amount of
annual staff turnover for those individuals and entities, among other
factors. For a small number of filers, the annual burden could
significantly exceed our estimate (e.g., filing agents who may have a
large number of authorized individuals, as well as multiple accepted
delegations and user groups for which delegated users would need to be
maintained). On the other hand, for the vast majority of filers, the
annual burden would presumably be less than our estimate because we
expect most filers to have a small number of authorized individuals and
experience little or no annual turnover with regard to those
individuals.\142\ Consequently, the anticipated total annual burden
attributed to the dashboard would be approximately 220,000 burden
hours.\143\
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\142\ A filer survey conducted by a filing agent found that at
least 64% of respondents planned to have three or fewer account
administrators, and 96% of respondents planned to have fewer than 20
users. See Workiva Comment Letter. Moreover, since filers are not
required to authorize users, technical administrators, or
delegations, filers who did not choose to authorize such individuals
or third parties would not have any associated burdens.
\143\ 149,000 active entity filers on EDGAR x 1 hour = 149,000
burden hours. 71,000 active individual filers on EDGAR x 1 hour =
71,000 burden hours. 149,000 burden hours + 71,000 burden hours =
220,000 total annual burden hours.
----------------------------------------------------------------------------------------------------------------
Total annual
Active filers Burden hours burden hours
----------------------------------------------------------------------------------------------------------------
Entities........................................ 149,000 x 1 = 149,000
Individuals..................................... 71,000 x 1 = 71,000
----------------
220,000
----------------------------------------------------------------------------------------------------------------
C. Request for Comment
We request comment on whether our estimates for burden hours and
any external costs as described above are reasonable. Pursuant to 44
U.S.C. 3506(c)(2)(B), the Commission solicits comments in order to: (i)
evaluate whether the proposed collections of information are necessary
for the proper performance of the functions of the Commission,
including whether the information will have practical utility; (ii)
evaluate the accuracy of the Commission's estimate of the burden of the
proposed collections of information; (iii) determine whether there are
ways to enhance the quality, utility, and clarity of the information to
be collected; (iv) determine whether there are ways to minimize the
burden of the collections of information on those who are to respond,
including through the use of automated collection techniques or other
forms of information technology; and (v) evaluate whether the proposed
amendments would have any effects on any other collection of
information not previously identified in this section.
Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
these burdens. Persons wishing to submit comments on the collection of
information requirements of the proposed amendments should direct them
to the Office of Management and Budget, Attention Desk Officer for the
Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Washington, DC 20503, and should send a copy to
Vanessa Countryman, Secretary, Securities and Exchange Commission, 100
F Street NE, Washington, DC 20549-1090, with reference to File No. S7-
15-23. OMB is required to make a decision concerning the collections of
information between 30 and 60 days after publication of this release;
therefore, a comment to OMB is best assured of having its full effect
if OMB receives it within 30 days after publication of this release.
Requests for materials submitted to OMB by the Commission with regard
to these collections of information should be in writing, refer to File
No. S7-15-23, and be submitted to the Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.
VI. Small Business Regulatory Enforcement Act
For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\144\ the Commission must advise OMB whether a
proposed regulation constitutes a ``major'' rule. Under SBREFA, a rule
is considered ``major'' where, if adopted, it results in or is likely
to result in:
---------------------------------------------------------------------------
\144\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------
An annual effect on the U.S. economy of $100 million or
more (either in the form of an increase or decrease);
A major increase in costs or prices for consumers or
individual industries; or
Significant adverse effects on competition, investment, or
innovation.
We request comment on whether the proposed amendments would be a
``major rule'' for purposes of SBREFA. We solicit comment and empirical
data on:
The potential effect of the proposed amendments on the
U.S. economy on an annual basis;
Any potential increase in costs or prices for consumers or
individual industries; and
Any potential effect on competition, investment, or
innovation.
Commenters are requested to provide empirical data and other
factual support for their views to the extent possible.
VII. Initial Regulatory Flexibility Analysis
The Regulatory Flexibility Act (``RFA'') \145\ requires an agency,
when issuing a rulemaking proposal, to prepare and make available for
public comment an Initial Regulatory Flexibility Analysis (``IFRA'')
that describes the impact of the proposed rule on small entities.\146\
This IFRA has
[[Page 65554]]
been prepared in accordance with the RFA and relates to the proposed
amendments to Rules 10 and 11 of Regulation S-T and Form ID described
in Section III.E above.
---------------------------------------------------------------------------
\145\ 5 U.S.C. 601 et seq.
\146\ Id.
---------------------------------------------------------------------------
A. Reasons for, and Objectives of, the Proposed Action
The purpose of the proposed amendments is to enhance the security
of EDGAR accounts, improve the ability of filers to securely maintain
access to their EDGAR accounts, facilitate the responsible management
of EDGAR filer credentials, and simplify procedures for accessing
EDGAR. Among other things, the proposed amendments would require each
filer to:
Authorize individuals to act on its behalf on the
dashboard only if those individuals have obtained individual account
credentials in the manner to be specified in the EDGAR Filer Manual;
Authorize and maintain individuals as account
administrators to manage their EDGAR accounts;
Confirm annually on EDGAR, through their account
administrators, that all account administrators, users, technical
administrators and delegated entities reflected on the dashboard for
the filer's EDGAR account are authorized by the filer to act on its
behalf, and that all information about the filer on the dashboard is
accurate;
Maintain accurate and current information on EDGAR
concerning the filer's account; and
Securely maintain information relevant to the ability to
access the filer's EDGAR account.
Filers who chose to use the optional EDGAR APIs that the Commission
would offer for machine-to-machine submissions on EDGAR and to
facilitate filers' retrieval of related information, would, among other
things, be required through their account administrators to authorize
two technical administrators to manage tokens and other technical
aspects of the EDGAR APIs.
B. Legal Basis
We are proposing the amendments contained in this release under the
authority set forth in sections 6, 7, 8, 10, and 19(a) of the
Securities Act of 1933 (``Securities Act''),\147\ sections 3, 4A, 4B,
12, 13, 14, 15, 15B, 23, and 35A of the Exchange Act,\148\ section 319
of the Trust Indenture Act of 1939,\149\ and sections 8, 30, 31, and 38
of the Investment Company Act of 1940 (``Investment Company
Act'').\150\
---------------------------------------------------------------------------
\147\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
\148\ 15 U.S.C. 78c, 78d-1, 78d-2, 78l, 78m, 78n, 78o, 78o-4,
78w, and 78ll.
\149\ 15 U.S.C. 77sss.
\150\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------
C. Small Entities Subject to the Proposed Rule and Form Amendments
The proposed amendments would affect individuals and entities that
have EDGAR accounts or that seek to open EDGAR accounts. The RFA
defines ``small entity'' to mean ``small business,'' ``small
organization,'' or ``small governmental jurisdiction.'' \151\ For
purposes of the RFA, under our rules, an issuer, other than an
investment company, is a small entity if it had total assets of $5
million or less on the last day of its most recent fiscal year.\152\ We
estimate there are 908 issuers that file with the Commission--other
than investment companies--that would be considered small entities for
purposes of this analysis.\153\
---------------------------------------------------------------------------
\151\ 5 U.S.C. 601(6).
\152\ See 17 CFR 240.0-10(a)).
\153\ This estimate is based on staff analysis of issuers
potentially subject to the final amendments, excluding co-
registrants, with EDGAR filings on Form 10-K, or amendments thereto,
filed during the calendar year of Jan. 1, 2022 to Dec. 31, 2022.
This analysis is based on data from XBRL filings, Compustat, Ives
Group Audit Analytics, and manual review of filings submitted to the
Commission.
---------------------------------------------------------------------------
With respect to investment companies and investment advisers, an
investment company, including a business development company, is
considered to be a small entity if it, together with other investment
companies in the same group of related investment companies, has net
assets of $50 million or less as of the end of its most recent fiscal
year.\154\ We estimate that there are 82 registered investment
companies (including business development companies and unit-investment
trusts) that would be considered small entities.\155\ An investment
adviser is generally considered a small entity if it: (1) has assets
under management having a total value of less than $25 million; (2) did
not have total assets of $5 million or more on the last day of the most
recent fiscal year; and (3) does not control, is not controlled by, and
is not under common control with another investment adviser that has
assets under management of $25 million or more, or any person (other
than a natural person) that had total assets of $5 million or more on
the last day of its most recent fiscal year.\156\ We estimate that
there are 594 investment advisers that would be considered small
entities.\157\
---------------------------------------------------------------------------
\154\ See 17 CFR 270.0-10.
\155\ This estimate is derived from an analysis of data obtained
from Morningstar Direct as well as data filed with the Commission
(on Forms N-CSR, NPORT-P, 10-Q, and 10-K) for the last quarter of
2022.
\156\ 17 CFR 275.0-7.
\157\ We based this estimate on registered investment adviser
responses to Items 5.F. and 12 of Form ADV.
---------------------------------------------------------------------------
A transfer agent is considered to be a small entity if it: (1)
received less than 500 items for transfer and less than 500 items for
processing during the preceding six months (or in the time that it has
been in business, if shorter); (2) transferred items only of issuers
that would be deemed ``small businesses'' or ``small organizations'' as
defined in 17 CFR 240.0-10; (3) maintained master shareholder files
that in the aggregate contained less than 1,000 shareholder accounts or
was the named transfer agent for less than 1,000 shareholder accounts
at all times during the preceding fiscal year (or in the time that it
has been in business, if shorter); and (4) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization under 17 CFR 240.0-10.\158\ We estimate that there
are 126 transfer agents that would be considered small entities.\159\
---------------------------------------------------------------------------
\158\ 17 CFR 240.0-10(h).
\159\ We based this estimate on transfer agent responses to
questions 4(a) and 5(a) on their latest filing on Form TA-2.
---------------------------------------------------------------------------
With respect to municipal securities dealers and broker-dealers, a
municipal securities dealer that is a bank (including any separately
identifiable department or division of a bank) is a small entity if it:
(1) had, or is a department of a bank that had, total assets of less
than $10 million at all times during the preceding fiscal year (or in
the time that it has been in business, if shorter); (2) had an average
monthly volume of municipal securities transactions in the preceding
fiscal year (or in the time it has been registered, if shorter) of less
than $100,000; and (3) is not affiliated with any person (other than a
natural person) that is not a small business or small organization as
defined in 17 CFR 240.0-10.\160\ We estimate there are 171 municipal
securities dealers that would be considered small entities.\161\ A
broker-dealer is a small entity if it: (1) had total capital (net worth
plus subordinated liabilities) of less than $500,000 on the date in the
prior fiscal year as of which its audited financial statements were
prepared pursuant to Sec. 240.17a-5(d) or, if not required to file
such statements, a broker or dealer that had total capital (net worth
plus subordinated liabilities) of less than $500,000 on the last
business day of the preceding fiscal year (or in the time that it has
been in business, if shorter); and (2) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization as
[[Page 65555]]
defined in 17 CFR 240.0-10.\162\ We estimate that there are 782 broker-
dealers that would be considered small entities.\163\
---------------------------------------------------------------------------
\160\ 17 CFR 240.0-10(f).
\161\ This estimate is based on MSRB data filed during the
calendar year of Jan. 1, 2022 to Dec. 31, 2022.
\162\ 17 CFR 240.0-10(c).
\163\ This estimate is based on FOCUS Report data filed during
the calendar year of Jan. 1, 2022 to Dec. 31, 2022.
---------------------------------------------------------------------------
A clearing agency is a small entity if it: (1) compared, cleared
and settled less than $500 million in securities transactions during
the preceding fiscal year (or in the time that it has been in business,
if shorter); (2) had less than $200 million of funds and securities in
its custody or control at all times during the preceding fiscal year
(or in the time that it has been in business, if shorter); and (3) is
not affiliated with any person (other than a natural person) that is
not a small business or small organization as defined in 17 CFR 240.0-
10.\164\ We estimate there are zero clearing agencies that are small
entities.
---------------------------------------------------------------------------
\164\ 17 CFR 240.0-10(d).
---------------------------------------------------------------------------
An exchange is a small entity if it: (1) has been exempted from the
reporting requirements of Sec. 242.601 of this chapter; and (2) is not
affiliated with any person (other than a natural person) that is not a
small business or small organization as defined in 17 CFR 240.0-
10.\165\ We estimate there are zero exchanges that are small entities.
A securities information processor is a small entity if it: (1) had
gross revenues of less than $10 million during the preceding fiscal
year (or in the time it has been in business, if shorter); (2) provided
service to fewer than 100 interrogation devices or moving tickers at
all times during the preceding fiscal year (or in the time that it has
been in business, if shorter); and (3) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization under 17 CFR 240.0-10.\166\ We estimate there are
zero securities information processors that are small entities.
---------------------------------------------------------------------------
\165\ 17 CFR 240.0-10(e).
\166\ 17 CFR 240.0-10(g).
---------------------------------------------------------------------------
Collectively, we estimate that there are 2,663 small entities that
would be potentially subject to the proposed amendments, based on our
review of data reported as of December 31, 2022.
D. Reporting, Recordkeeping, and Other Compliance Requirements
As noted above, the purpose of the proposed amendments would be to
update access and provide secure management of individual and entity
filers' EDGAR accounts. If adopted, the proposed amendments are
expected to apply to all applicants and current EDGAR accounts and
would apply to small entities to the same extent as other entities,
irrespective of size. Therefore, we generally expect the nature of any
benefits and cost associated with the proposed amendments to be similar
for large and small entities. We note, and as discussed above,\167\ all
existing and new EDGAR filers will be subject to certain fixed costs to
update and maintain an EDGAR account under the proposed amendments,
which may result in a proportionally larger burden on small filers.
---------------------------------------------------------------------------
\167\ See Section IV.C.2.
---------------------------------------------------------------------------
We expect that the proposed amendments to the rules and form to
update access and management of EDGAR accounts would have a small
incremental effect on existing reporting, recordkeeping and other
compliance burdens for all existing and new EDGAR filers, including
small entities. The proposed amendments would simplify account
management by providing an interactive dashboard on EDGAR, populated
with EDGAR account information, as the central platform for account
administrators and other delegated individuals to manage access to the
account, update account information and send communications and
notifications. Some of the proposed amendments, including requirements
for all filers to confirm the accuracy of their account information,
including authorizations for all account administrators, users,
technical administrators, and/or delegated entities, would require the
use of administrative and technical skills, and increase compliance
costs for registrants, although we do not expect these additional costs
would be significant.
E. Duplicative, Overlapping, or Conflicting Federal Rules
We believe that the proposed amendments would not duplicate,
overlap, or conflict with other Federal rules.
F. Significant Alternatives
The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse impact
on small entities. In connection with the proposed amendments, we
considered the following alternatives:
i. Establishing different compliance requirements for individual
and entity EDGAR account managers that take into account the resources
available to small entities;
ii. Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
iii. Using performance rather than design standards; \168\ and
---------------------------------------------------------------------------
\168\ See the discussion of performance-based standards in
Section IV.D.3.
---------------------------------------------------------------------------
iv. Exempting small entities from all or part of the requirements.
Regarding the first, third, and fourth alternatives,\169\ we do not
believe that establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
from the requirements would permit us to obtain our desired objectives.
We are concerned that each of these alternatives would frustrate our
efforts to enhance the security of EDGAR, improve the ability of filers
to securely manage and maintain access to their EDGAR accounts,
facilitate the responsible management of EDGAR filer credentials, and
simplify procedures for accessing EDGAR. The proposed amendments set
forth uniform requirements for each filer to formally authorize
individuals to act on the filer's behalf in EDGAR as account
administrators, users, and technical administrators, which would allow
EDGAR to determine whether authorized individuals were accessing and
taking actions with regards to the filer's EDGAR account. As proposed,
all individuals accessing EDGAR would be required to sign in with
individual account credentials and multi-factor authentication, which
would allow EDGAR to identify the individuals accessing EDGAR. As
discussed above, we believe that by imposing these requirements on all
existing and prospective EDGAR filers, the Commission's EDGAR Next
proposal would generally improve the security of the EDGAR system by
establishing a uniform method for authorizing, identifying, and
tracking all individuals authorized to act on each filer's behalf. We
anticipate that establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
would result in a patchwork compliance regime that would frustrate the
ability of filing agents and other service providers to efficiently
manage filer credentials and manage and maintain access to filers'
EDGAR accounts, and would likewise frustrate our efforts to simplify
procedures for accessing EDGAR.\170\
---------------------------------------------------------------------------
\169\ See the discussion of compliance requirements in Section
IV.D.2.
\170\ See supra notes 28-29 (indicating that 60-90% of EDGAR
filings may be submitted by filing agents).
---------------------------------------------------------------------------
As noted above,\171\ the Commission considered using a performance-
based approach rather than the design standards of the anticipated
EDGAR
[[Page 65556]]
Next changes and the proposed rule. Revising the EDGAR Next changes to
make them more performance-based would reduce the regulatory burden for
certain filers by permitting them to tailor their EDGAR access
compliance requirements to fit their own particular circumstances. For
example, small filers could determine that they do not need the
additional security provided by multi-factor authentication for
designated individuals to be authorized to act on their behalf on the
dashboard. Furthermore, larger filers might opt to authorize only one
account administrator rather than authorize and maintain two such
individuals. However, after consideration, we believe that permitting
filers to tailor their EDGAR access compliance requirements to fit
their own particular circumstances would diminish the intended benefits
of the EDGAR Next changes. As discussed earlier,\172\ bypassing the
individual account credential requirements would make it difficult for
the Commission to match specific filings to the relevant individual who
made the submissions. Likewise, generally allowing filers to have only
one account administrator would increase the likelihood that Commission
staff could not reach an account administrator when it had time-
sensitive questions about access to or activity on the account.
Overall, a performance-based approach would create inconsistencies in
improving the overall security of EDGAR, facilitating the responsible
management of EDGAR filer credentials, and simplifying procedures for
accessing EDGAR. In addition, any cost savings associated with a
performance-based approach would likely be minimal because filers would
still incur the cost of compliance. Further, this alternative would
limit the magnitude of the benefits for filers that would result from
the contemplated EDGAR Next changes.
---------------------------------------------------------------------------
\171\ See Section IV.D.3.
\172\ Id.
---------------------------------------------------------------------------
In addition, establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
could permit individuals to access EDGAR accounts for small filers
without being authorized on the dashboard, without multi-factor
authentication, and without their EDGAR permissions being individually
verified by EDGAR. Furthermore, if these exemptions or alternatives for
small entities were implemented so that individuals acting on behalf of
small entities were not required to obtain individual account
credentials, the Commission would not be able to associate individuals
with the specific filings they submitted on behalf of small entities.
Collectively, this would reduce the security of EDGAR accounts for
small entities, hinder the ability of the Commission and filers to
prevent and resolve problematic and unauthorized filings, and frustrate
our efforts to require small entities to responsibly manage EDGAR filer
credentials.
Regarding the second alternative, we believe the proposal is clear,
and that clarifying, consolidating, or simplifying compliance
requirements for EDGAR filers, including small entities, is not
necessary. All EDGAR users currently follow the same process and rules
to access and maintain their EDGAR accounts. The proposed changes to
EDGAR account management that are intended in many ways to simplify
procedures for accessing EDGAR purposes of EDGAR account management.
Among other things, the proposed changes would eliminate the need for
individuals to track and share EDGAR passwords, PMACs, and passphrase
codes for each CIK. Instead, each individual would only be responsible
for tracking a single set of individual account credentials, which we
contemplate would be issued by Login.gov. Once the individual logged
into EDGAR by using those credentials, the dashboard would
automatically authenticate the individual and provide them with the
appropriate access to each CIK for which they had been authorized to
take action. The dashboard would also display any relevant individual
codes or tokens (such as user API tokens or CCCs), instead of requiring
the individual to personally track or record those codes or tokens.
This should result in more streamlined, modern access processes that
would benefit all filers, including individuals and small entities.
G. Request for Comment
We encourage the submission of comments with respect to any aspect
of this RFA. In particular, we request comments regarding:
How the proposed rule and form amendments can achieve
their objective while lowering the burden on individuals and small
entities;
The number of individuals and small entities that may be
affected by the proposed rule and form amendments;
The existence or nature of the potential effects of the
proposed amendments on individuals and small entities discussed in the
analysis; and
How to quantify the effects of the proposed amendments;
and
Whether there are any Federal rules that duplicate,
overlap, or conflict with the proposed amendments.
Commenters are asked to describe the nature of any effect and
provide empirical data supporting the extent of that effect. Comments
will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed rules are adopted, and will be
placed in the same public file as comments on the proposed rules
themselves.
Statutory Authority
We are proposing to amend Rules 10 and 11 of Regulation S-T and
Form ID under the authority in sections 6, 7, 8, 10, and 19(a) of the
Securities Act,\173\ sections 3, 4A, 4B, 12, 13, 14, 15, 15B, 23, and
35A of the Exchange Act,\174\ section 319 of the Trust Indenture Act of
1939,\175\ and sections 8, 30, 31, and 38 of the Investment Company
Act.\176\
---------------------------------------------------------------------------
\173\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
\174\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\175\ 15 U.S.C. 77sss.
\176\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------
List of Subjects
17 CFR Part 232
Administrative practice and procedure, Confidential business
information, Electronic filing, Incorporation by reference, Reporting
and recordkeeping requirements, Securities.
17 CFR Part 239
Administrative practice and procedure, Confidential business
information, Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
17 CFR Part 249
Administrative practice and procedure, Brokers, Fraud, Reporting
and recordkeeping requirements, Securities.
17 CFR Part 269
Reporting and recordkeeping requirements, Securities, Trusts and
trustees.
17 CFR Part 274
Administrative practice and procedure, Electronic funds transfers,
Investment companies, Reporting and recordkeeping requirements,
Securities.
For the reasons discussed above, we propose to amend 17 CFR chapter
II as follows:
[[Page 65557]]
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The general authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-10, 80b-11, 7201 et seq.;
and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
0
2. Amend Sec. 232.10 by:
0
a. Revising paragraph (b);
0
b. Adding paragraph (d); and
0
c. Revising Note to Sec. 232.10.
The revisions and additions read as follows:
Sec. 232.10 Application of part 232.
* * * * *
(b) Each electronic filer must, before filing on EDGAR:
(1) File electronically the information required by Form ID
(Sec. Sec. 239.63, 249.446, 269.7 and 274.402 of this chapter), the
application for EDGAR access, which must be completed by an individual
authorized by the electronic filer as its account administrator,
pursuant to paragraph (d)(2) of this section, and
(2) File, by uploading as a Portable Document Format (PDF)
attachment to the Form ID filing, a notarized document, signed by the
electronic filer or its authorized individual, that includes the
information required to be included in the Form ID filing and confirms
the authenticity of the Form ID filing.
* * * * *
(d) To file on EDGAR, each electronic filer must comply with the
EDGAR account access and account management requirements set forth in
this section and in the EDGAR Filer Manual.
(1) The electronic filer may only authorize individuals to act on
its behalf on the dashboard if those individuals have obtained
individual account credentials for EDGAR in the manner specified in the
EDGAR Filer Manual;
(2) Each electronic filer must authorize and maintain at least two
(2) individuals as account administrators to act on the electronic
filer's behalf to manage its EDGAR account, except an electronic filer
who is an individual or single-member company must authorize and
maintain at least one (1) individual as an account administrator to
manage its EDGAR account;
(3) If the electronic filer chooses to use an EDGAR Application
Programming Interface, the electronic filer, through its authorized
account administrator(s), must authorize at least two technical
administrators to act on the electronic filer's behalf to manage
technical matters related to the electronic filer's use of any EDGAR
Application Programming Interfaces;
(4) The electronic filer, through its authorized account
administrator(s), must confirm annually on EDGAR that all account
administrator(s), users, technical administrators, and/or delegated
entities reflected on the dashboard for its EDGAR account are
authorized by the electronic filer to act on its behalf, and that all
information about the filer on the dashboard is accurate;
(5) The electronic filer, through its authorized account
administrator(s), must maintain accurate and current information on
EDGAR concerning the electronic filer's account, including but not
limited to accurate corporate information and contact information; and
(6) The electronic filer, through its authorized account
administrator(s), must securely maintain information relevant to the
ability to access the electronic filer's EDGAR account, including but
not limited to access through any EDGAR Application Programming
Interfaces.
Note to Sec. 232.10: The Commission staff carefully reviews
each Form ID, and electronic filers should not assume that the
Commission staff will automatically approve the Form ID upon its
submission. Therefore, any applicant seeking EDGAR access is
encouraged to submit the Form ID for review well in advance of the
first required filing to allow sufficient time for staff to review
the application.
0
3. Amend Sec. 232.11 by:
0
a. Adding definitions for ``Account administrator'', ``Application
Programming Interface'', ``Authorized individual'', ``Dashboard'',
``Delegated entity'' in alphabetical order;
0
b. Revising the definitions for ``Direct transmission'' and ``EDGAR
Filer Manual''; and
0
c. Adding the definitions for ``Filing agent'', ``Individual account
credentials'', Single-member company'', ``Technical administrator'',
and ``User'' in alphabetical order.
The additions and revisions read as follows:
Sec. 232.11 Definitions of terms used in this part.
* * * * *
Account administrator. The term account administrator means an
individual that the electronic filer authorizes to manage its EDGAR
account and to make filings on EDGAR on the electronic filer's behalf.
* * * * *
Application Programming Interface. The term Application Programming
Interface, or API, means a software interface that allows computers or
applications to communicate with each other.
* * * * *
Authorized individual. The term authorized individual means an
individual with the authority to legally bind the entity or individual
applying for access to EDGAR on Form ID, or an individual with a power
of attorney from an individual with the authority to legally bind the
applicant. The power of attorney document must clearly state that the
individual receiving the power of attorney has general legal authority
to bind the applicant or specific legal authority to bind the applicant
for purposes of applying for access to EDGAR on Form ID.
* * * * *
Dashboard. The term dashboard means an interactive function on
EDGAR where electronic filers manage their EDGAR accounts and
individuals that electronic filers authorize may take relevant actions
for electronic filers' accounts.
Delegated entity. The term delegated entity means an electronic
filer that another electronic filer authorizes, on the dashboard, to
file on EDGAR on its behalf. Delegated entities must themselves be
electronic filers and must follow all rules applicable to electronic
filers. Delegated entities are not permitted to further delegate
authority to file for a delegating electronic filer, nor are they
permitted to take action on the delegating electronic filer's
dashboard.
* * * * *
Direct transmission. The term direct transmission means the
transmission to EDGAR of one or more electronic submissions.
* * * * *
EDGAR Filer Manual. The term EDGAR Filer Manual means the manual
that sets forth the requirements for access to EDGAR and the procedural
requirements to make electronic submissions on EDGAR. Note: See Rule
301 of Regulation S-T (Sec. 232.301).
* * * * *
Filing agent. The term filing agent means any person or entity
engaged in the business of making submissions on EDGAR on behalf of
electronic filers. To act as a delegated entity for an electronic
filer, a filing agent must be an electronic filer with an EDGAR
account.
* * * * *
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Individual account credentials. The term individual account
credentials means credentials issued to individuals for purposes of
EDGAR access, as specified in the EDGAR Filer Manual, and used by those
individuals to access EDGAR.
* * * * *
Single-member company. The term single-member company means a
company that has a single individual who acts as the sole equity
holder, director, and officer (or, in the case of an entity without
directors and officers, holds position(s) performing similar activities
as a director and officer).
* * * * *
Technical administrator. The term technical administrator means an
individual that the electronic filer authorizes on the dashboard to
manage the technical aspects of the electronic filer's use of EDGAR
Application Programming Interfaces on the electronic filer's behalf.
* * * * *
User. The term user means an individual that the electronic filer
authorizes on the dashboard to make submissions on EDGAR on the
electronic filer's behalf.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
4. The authority citation for part 239 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24,
80a-26, 80a-29, 80a-30, 80a-37, and sec. 71003 and sec. 84001, Pub.
L. 114-94, 129 Stat. 1321, unless otherwise noted.
* * * * *
Sections 239.63 and 239.64 are also issued under 15 U.S.C. 77f,
77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 80a-8, 80a-24, 80a-29, and 80a-37.
0
5. Revise Sec. 239.63 to read as follows:
Sec. 239.63 Form ID, application for EDGAR access.
Form ID must be filed by electronic filers, or by their account
administrators, to request EDGAR access and to authorize account
administrators to manage the electronic filer's EDGAR account.
0
6. Form ID (referenced in Sec. Sec. 239.63, 249.446, 269.7, and
274.402) is revised:
Note: Form ID is attached as Appendix A at the end of this
document. Form ID will not appear in the Code of Federal
Regulations.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
7. The general authority citation for part 249 continues to read as
follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.
* * * * *
0
8. Revise Sec. 249.446 to read as follows:
Sec. 249.446 Form ID, application for EDGAR access.
Form ID must be filed by electronic filers, or by their account
administrators, to request EDGAR access and to authorize account
administrators to manage the electronic filer's EDGAR account.
PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939
0
9. The authority citation for part 269 continues to read as follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, and 78ll(d), unless otherwise noted.
0
10. Revise Sec. 269.7 to read as follows:
Sec. 269.7 Form ID, application for EDGAR access.
Form ID must be filed by electronic filers, or by their account
administrators, to request EDGAR access and to authorize account
administrators to manage the electronic filer's EDGAR account.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
11. The authority citation for part 274 continues to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37, unless
otherwise noted.
* * * * *
0
12. Revise Sec. 274.402 to read as follows:
Sec. 274.402 Form ID, application for EDGAR access.
Form ID must be filed by electronic filers, or by their account
administrators, to request EDGAR access and to authorize account
administrators to manage the electronic filer's EDGAR account.
By the Commission.
Dated: September 13, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.
Note: Appendix A will not appear in the Code of Federal
Regulations.
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[FR Doc. 2023-20268 Filed 9-21-23; 8:45 am]
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