65524 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 

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 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. 

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 


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Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules 65525 

1For 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.’’ 

2Please 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)]. 

4Comment 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. 

6We 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. 

7The amendments to Rule 11 would also update 

or delete outdated terminology and clarify the 

definition of the EDGAR Filer Manual. 

8We 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. 

9We 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. 

10See EDGAR Filer Management website at 

https://www.filermanagement.edgarfiling.sec.gov. 

11Applicants (individuals and companies) for 

EDGAR access would designate account 

administrators on Form ID. See proposed Form ID. 

12For 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. 

13We 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. 

14Foreign 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. 

15Please see the illustration in diagram 3 in 

Section III.C. 

16We 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. 

17We 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. 

18We 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. 

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 

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 

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 


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65526 Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules 

19We 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. 

20See proposed Rule 10(d)(3). 

21The 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. 

22Technical feedback may be submitted to the 

public comment file. 

23See 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. 

25While 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. 

26See 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/howdo-i. 

27See 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 

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

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

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 


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Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules 65527 

EDGAR submissions made by filing agents may be 

significantly higher. 

29See 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. 

31See 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’’). 

32See Donnelly Financial Solutions Comment 

Letter (Dec. 1, 2021) (‘‘DFIN Comment Letter’’); 

XBRL Comment Letter. 

33See 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. 

34See CompSci Comment Letter (Nov. 19, 2021); 

Workiva Comment Letter (Nov. 30, 2021); CompSci 

Resources LLC Comment Letter (Nov. 19, 2021). 

35Twenty of these letters were form letters that 

requested an extension of the deadline to provide 

comments, as opposed to providing substantive 

comments. 

36See, e.g., Verizon Comment Letter (Dec. 1, 

2021); XBRL US Comment Letter; Workiva 

Comment Letter; Davis Polk Comment Letter (Dec. 

1, 2021). 

37See Workiva Comment Letter; XBRL US 

Comment Letter. 

38See, e.g., Workiva Comment Letter; XBRL US 

Comment Letter. 

39See Workiva Comment Letter (the filer survey 

included 660 responses from Nov. 15–27, 2021). 

40See, e.g., Workiva Comment Letter; XBRL US 

Comment Letter. 

41See 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). 

42These 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. 

43See, 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). 

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 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 

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


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44See XBRL US Comment Letter; Workiva 

Comment Letter; DFIN Comment Letter. 

45See XBRL US Comment Letter; Workiva 

Comment Letter; DFIN Comment Letter. 

46See DFIN Comment Letter; Workiva Comment 

Letter. 

47See DFIN Comment Letter; Workiva Comment 

Letter; XBRL US Comment Letter. 

48See Workiva Comment Letter; XBRL US 

Comment Letter. 

49Workiva Comment Letter (referencing the same 

filer survey discussed above). 

50See XBRL US Comment Letter; McGuire/ 

Brownstein Comment Letter. 

51Staff invited interested parties to participate in 

the dialogue through the Commission’s EDGAR 

Next web page. 

52We 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. 

53The 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. 54Regulation 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. 

55https://www.login.gov/. 56See Login.gov, ‘‘About us,’’ at https://

www.login.gov/about-us/. 57As of the date of this proposal, Login.gov multifactor authentication options include: (1) a security 

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. 

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 

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


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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. 

58While 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. 

60Consistent 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. 

61See EDGAR Filer Manual, Volume I, at Section 

4. 

62As 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). 

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? 

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. 

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. 


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63Technical 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. 

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 ............................ X X X X .................. .................. X 

User ........................................................ X .................. ............................ ........................ .................. .................. X 

Technical Administrator ......................... .................. .................. ............................ ........................ .................. X ..................

Delegated Administrator ........................ X .................. ............................ ........................ X .................. X 

Delegated User ...................................... X .................. ............................ ........................ .................. .................. X 

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

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 


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64A unique process would be employed to 

transition existing filers, as discussed in the 

transition section below (see Section III.F). 

65Currently, 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. 

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. 

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. 

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

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. 

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 

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67As 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. 

68As 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. 

69As 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. 

70These 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). 

71As 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. 

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 

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 


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72An 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. 

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. 

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 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)? 

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 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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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. 

74As 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. 75As 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. 

76See Section III.B.1.b. and III.B.2.c (discussing 

limits of account administrators and users per filer). 

77We 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. 

78See supra notes 41–42. 

79See supra notes 41–42. 

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. 

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

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

• 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. 

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. 


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80See supra Section III.B.2.c. 81For this reason, delegated administrators could 

not be designated as delegated users with regards 

to the delegating filer, because doing so would be 

redundant. 

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

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). 

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. 


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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 

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 


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82As 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. 

83See supra notes 38–39. 

84Currently, EDGAR accepts approximately 525 

submission types, of which approximately 500 

(95%) permit filer construction. 

85Whether 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. 

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. 

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

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-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. 

• 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 


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87See supra Section I, III.A, III.B, III.C, and III.D. 

88EDGAR Filer Manual, Volume I, at Section 4. 

89EDGAR Filer Manual, Volume I, at Section 5. 

90Compare 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 . . .’’). 

91Compare 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 . . .’’). 

92See EDGAR Filer Manual, Volume I, at Section 

3(a). 

93As 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.’’ 

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

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. 

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 

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: 


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94Compare 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’’). 

95Compare 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). 

‘‘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. 

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. 

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 


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96The 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). 

97The 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. 

98The 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). 

99Proposed 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.’’ 

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. 

(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 

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 


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100Of 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. 

101Filers 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. 

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. 

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 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 

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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102See, 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). 

103See ‘‘EDGAR—Information for Filers’’ web 

page at https://www.sec.gov/edgar/filer-information. 

104See ‘‘EDGAR—How Do I’’ FAQs at https://

www.sec.gov/edgar/filer-information/how-do-i. 

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. 

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. 

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 


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65544 Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules 

105See 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-backedsecurities-abs-issuing-entities#section3 (discussing 

the ‘‘on the fly’’ process). 

106 Id. (discussing the creation of ABS issuing 

entities). 

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 

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

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 


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Federal Register / Vol. 88, No. 183 / Friday, September 22, 2023 / Proposed Rules 65545 

107Section 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. 

108See supra note 26. 

109See supra note 27. 

110See 15 U.S.C. 78p. 

111This 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. 

112Similarly, 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. 

113See supra note 23. 

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 

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 

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, 

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 


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114See supra note 27. 

115See supra note 100. 

116See supra note 28. 117See infra Section IV.C.2. 

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. 

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 

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 

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 


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119See supra text following note 59. 120See supra note 26. 

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 

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 

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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121See supra note 88. 

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. 

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 

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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122See infra Section V. 

123See infra Section V. 

124See infra note 140. 

125See infra note 141141. 

126See supra note 71. 

127See supra note 70. 

128See infra Section V.B. 

129See infra text preceding note 142. 

130See infra note 143143. 

131An 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). 

132An 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). 

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

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 

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 


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133The 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. 

134This 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). 

135See infra note 143 and accompanying text 141. 

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

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 

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 


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136 44 U.S.C. 3501 et seq. 

137 44 U.S.C. 3507(d); 5 CFR 1320.11. 

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 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? 

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 


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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. 

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. 

140The 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. 

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. 

Form ID 

Annual number of filings Annual time burden 

(hrs.) 

Previously 

approved Requested Change Previously 

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) 


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142A 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. 

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 Burden hours Total annual 

burden hours 

Entities ................................................................................................................... 149,000 × 1 = 149,000 

Individuals .............................................................................................................. 71,000 × 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: 

• 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 


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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. 

151 5 U.S.C. 601(6). 

152See 17 CFR 240.0–10(a)). 

153This 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. 

154See 17 CFR 270.0–10. 

155This 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. 

157We based this estimate on registered 

investment adviser responses to Items 5.F. and 12 

of Form ADV. 

158 17 CFR 240.0–10(h). 

159We 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). 

161This estimate is based on MSRB data filed 

during the calendar year of Jan. 1, 2022 to Dec. 31, 

2022. 

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. 

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

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

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 


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162 17 CFR 240.0–10(c). 

163This 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). 167See Section IV.C.2. 

168See the discussion of performance-based 

standards in Section IV.D.3. 

169See the discussion of compliance 

requirements in Section IV.D.2. 

170See supra notes 28–29 (indicating that 60– 

90% of EDGAR filings may be submitted by filing 

agents). 

171See Section IV.D.3. 

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 

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; 

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 


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172 Id. 

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. 

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 

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

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: 


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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. 

* * * * * 

(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 

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 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 (§ 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. 

* * * * * 

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. 

■ 5. Revise § 239.63 to read as follows: 

§ 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. 

■ 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 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 

■ 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 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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