September 27, 2023
What happened?
On Wednesday, September 13, 2023, the Securities and Exchange Commission (the “SEC”) released a proposed rule on EDGAR Filer Access and Account Management (the “Proposed Rule”). This Proposed Rule will require firms that maintain EDGAR accounts to designate certain authorized individuals to serve as account administrators instead of allowing group company logins. Comments regarding the Proposed Rule should be submitted on or before November 21, 2023, 60 days following publication in the Federal Register on September 22, 2023.
The purpose of this Proposed Rule is 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 filer credentials, and simplify procedures for accessing EDGAR.[1]” One important update in this Proposed Rule for firms to note is that only authorized individuals who have obtained individual account credentials for the EDGAR Filer Management website will be permitted to act on the filer’s behalf. Firms will be required to authorize and maintain specified individuals to serve as account administrators. The firm’s account administrator does not need to be an employee of the firm, provided that the authorized individual has a notarized power of attorney authorizing the individual to serve as the firm’s account administrator. Multi-factor authentication will also be required on all EDGAR accounts.
Account administrators have certain capabilities on the EDGAR account, such as delegating filing authority to other EDGAR accounts, including filing agents. Filings agents can also be added as a delegated entity of the firm that is filing. These delegated entities will be subject to the same account requirements provided for under this rule. If a delegated entity accepts a firm’s request to be added as one of the firm’s delegated entities, then the delegated entity’s account administrators will become authorized delegated account administrators of the firm. These delegated account administrators will have the authority to file, but will not have access to the firm’s dashboard, nor can the delegated account administrators change any of the delegated individual account permissions. Other roles include users and technical administrators. The abilities of each role have been detailed in the below table[2]:
| 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 |
Other requirements of the Proposed Rule include annually confirming that a firm’s EDGAR account logins, including account administrators, users, delegated entities, and technical administrators are all authorized by the firm to act on its behalf. Further, authorized account administrators will be required to maintain accurate and current information about the firm on the EDGAR dashboard.
Under the Proposed Rule, firms who are categorized as individuals or single-member companies will be required to maintain at least one authorized account administrator. All other firms will be required to maintain at least two authorized account administrators.
The SEC is currently allowing firms to access the beta version of EDGAR Next from now through March 15, 2024, for testing and providing feedback. Under the Proposed Rule, EDGAR Next will offer application programming interface (API) integration that would allow firms and their designated entities to see the status of their EDGAR filings. If the firm chooses to use an API, it must designate two technical administrators, as displayed in the above table.
What does this mean for me?
Firms should keep an eye on publication to the federal register and have their comments prepared for submission before the 60-day comment period closes on November 21, 2023. If the SEC chooses to move forward with the Proposed Rule after reviewing the comments, they will likely stick to the proposed timeline offered in the Proposed Rule, which consists of an enrollment period. The SEC anticipates that the enrollment period will begin one month after adoption of the Proposed Rule and continue for six months after adoption. FilePoint’s knowledgeable team can help firms with all of their filing needs as the SEC continues to evolve the security requirements of EDGAR and further develop their EDGAR Next platform.
