Preparing for EDGAR Next – New Requirements for All EDGAR Filers

On September 27, 2024, the U.S. Securities and Exchange Commission (“SEC”) amended the rules and forms that govern how filers access and interact with its EDGAR electronic filing system. These amendments, which the SEC refers to as EDGAR Next, will replace the current password-based access system. The EDGAR Next amendments become effective on March 24, 2025. Filers that have password-based access credentials on March 21, 2025, referred to here as “existing filers,” will have until September 12, 2025 to comply with the amendments. Because the amendments to Form ID become effective on March 24, 2025, all applicants for EDGAR filing access on or after that date, referred to as “new filers,” must comply with all EDGAR Next amendments starting on the effective date.

EDGAR Next in Nine Bullets

1. EDGAR Next is a new, more secure method for access to the SEC’s EDGAR filing system. EDGAR Next will replace the current password-based access credentials. Among other security enhancements, EDGAR Next limits filing access to persons specifically authorized by the filer, requires everyone who accesses the EDGAR filing system to have individual login credentials provided by the U.S. federal government’s Login.gov service, and provides the ability to trace every filing to the specific individual who made the filing. 

2. EDGAR Next access requirements will apply to all entities and individuals that access the EDGAR filing system with no exceptions, including (for example):

• Emerging growth companies, smaller reporting companies, and foreign private issuers;
• Reporting companies, companies that file for an IPO and any co-registrants;
• Operating companies, investment companies and funds, institutional advisers and asset-backed issuers;
• Section 16 filers and other individuals and entities with filing obligations with respect to a reporting company’s securities, such as Form 144 notices and Schedule 13D, 13G and 13F filings;
• Individuals who serve in any of the new roles – account administrator, technical administrator or user – created by the EDGAR Next amendments;
• Non-reporting companies that are required to file Form D notices in connection with offerings exempt under Regulation D; and
• Filing agents, such as financial printers, law firms, financial institutions and broker-dealers, that make filings on behalf of entities and natural persons who are required to make filings or submissions to the SEC.

The compliance dates and transition periods discussed below apply to all EDGAR filers, with no deferred compliance dates or transition periods other than the enrollment period for existing filers that begins on March 24, 2025 and ends on September 12, 2025, as discussed below. 

3. EDGAR Next will require all persons who access a filer’s EDGAR Next dashboard or make a filing or submission on behalf of a filer to use login credentials provided by Login.gov. To enhance security, Login.gov requires users to select a two-factor authentication method from a list of approved methods. The SEC has amended the EDGAR Filer Manual to provide that Login.gov account credentials cannot be shared with other individuals.

• Exception: Section 16 filers and other filers who are natural persons, and single-member entities, will not be required to obtain Login.gov account credentials under limited circumstances. In non-technical terms, this would only be possible if the filer entrusted all aspects of its EDGAR filer account – including the process of enrolling in EDGAR Next (for existing filers) or applying for EDGAR Next access credentials (for new filers), managing the filer’s EDGAR filer account, and making filings on behalf of the filer, to third parties, such as someone at a company for which the filer serves as a director or executive officer, someone at a filing agent such as a financial printer or law firm, or another person trusted by the filer.

4. Effective Monday, March 24, 2025, entities and individuals that need to obtain EDGAR filer credentials (“new filers”) must satisfy the EDGAR Next access requirements in full immediately. Although EDGAR Next will be the default access system for new filers, the SEC will provide, upon request, password-based access credentials that new filers can use through September 21, 2025.

5. Filers that have completed the process of obtaining EDGAR filer credentials (“existing filers”) by 10:00 p.m. ET on Friday, March 21, 2025 can transition to EDGAR Next using a simplified enrollment process for existing filers, which will be available from Monday, March 24 through 10:00 p.m. ET on Friday, September 12, 2025. After enrolling in EDGAR Next, these filers can continue to use both their existing password-based access credentials and their new EDGAR Next access credentials interchangeably until 10:00 p.m. ET on September 12, 2025.

6. Existing filers that have not completed the EDGAR Next transition process by 10:00 p.m. ET on Friday, September 12, 2025 will lose access to the EDGAR system as of 6:00 a.m. ET on Monday, September 15, 2025. Existing filers can, however, continue to enroll in EDGAR Next using the simplified enrollment process until 10:00 p.m. ET on Friday, December 19, 2025. These filers will be able to make filings and submissions after completing the enrollment process.

7. Starting at 6:00 a.m. ET on Monday, December 21, 2025, existing filers will not be able to make EDGAR filings until they have completed the full EDGAR Next application process, which includes filing a new Form ID.

8. EDGAR Next will require filers to designate individuals to act for the filer in specific roles that have specific obligations and responsibilities. These include account administrators, technical administrators and users. EDGAR Next will also require ongoing annual confirmations and other compliance measures.

• Account Administrators. Each filer must designate at least two but not more than 20 account administrators. Account administrators can add and remove additional account administrators, technical administrators and users, delegate filing authority to filing agents, and are responsible for a variety of account management and compliance requirements. Account administrators can also make filings without need to be separately identified as a user.
  • Exception: filers who are natural persons (for example, directors and executive officers who are Section 16 filers) and “single member companies” are required to designate only one account administrator. “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). For reasons discussed below, we strongly suggest that these filers appoint at least two account administrators.
• Technical Administrators. Each filer, including filers who are natural persons and single-member companies, must designate at least two but not more than 20 technical administrators unless the filer either uses no application programming interfaces (APIs) (which is likely to be uncommon) or uses only the filer API tokens and API connections of a delegated filer that is in compliance with the technical administrator requirements.
• Users. Account administrators can appoint additional individuals who are authorized to make filings for the filer by identifying them as users on the filer’s EDGAR Next dashboard, although there is no requirement to do so.

9. EDGAR Next will change the relationship between filers (i.e., entities and individuals with SEC filing obligations) and filing agents (i.e., third-party entities and individuals that make filings their behalf, such as financial printers, law firms, financial institutions and broker-dealers). For example, EDGAR Next will eliminate the current practice of enabling a filing agent to make filings by sharing the filer’s EDGAR login credentials. Instead, EDGAR Next will require account administrators for both the filer and the filing agent to take a variety of actions to delegate and accept authority to make filings for the filer and enable specific individuals at the filing agent to make the actual filings. 

Actions That Existing Filers Can Take Now

Existing EDGAR filers (including filing agents) can take a variety of actions to prepare for the transition to EDGAR Next access. These may include actions such as the following:

• Collect the access codes (CIK, password, passphrase and CCC) and the POC (point of contact) email address for the filer’s EDGAR account. 
  • If the filer is a reporting company, do the same for any subsidiaries or other affiliated entities for which the company makes filings.
  • If a reporting company makes Section 16 filings for its directors and executive officers and/or assists with account management for Section 16 filers, collect the EDGAR access codes and POC email address for those individual filers.
  • If any of a company’s directors and executive officers file Section 16 reports for equity securities of other companies, coordinate with these individuals (and, potentially, representatives of these other companies) to ensure that the company, the Section 16 filer and each of these other companies have a common understanding about both how and when the individual will be enrolled in EDGAR Next.
• Testing all of these access codes is strongly suggested to ensure that the codes are correct and have not expired. Testing these access codes well ahead of the expected enrollment date will permit filers adequate time to reset or recover codes or resolve problems with the filer’s POC email address.
• Consider who will serve as account administrators. Because many filing and filer issues can only be addressed by account administrators, it may be advantageous to have more than the minimum two (or, in the case of natural persons and single-member entities, one) account administrators that SEC rules require.
• Consider who will serve as technical administrators if the filer will use APIs provided by the SEC or another source. APIs are essentially automated user features that facilitate making filings, retrieving information and performing account management tasks. APIs will also allow third-party filing service and software providers to automate the user interface to simplify use of the service or software to access the EDGAR filing system. It is likely that most filers will choose to make use of the available APIs provided by the SEC or by a third-party filing service or software provider. Filers that use only APIs provided by a filing agent that is itself in compliance with the technical administrator requirements may not be required to appoint any technical administrators, and should discuss how this exception may apply to the filer with the relevant filing agent.
• Consider whether additional users should be authorized to make filings, and who will be identified to serve in that role.
• Encourage any individuals who will access the filer’s EDGAR Next dashboard or make filings or submissions for the filer to obtain Login.gov account credentials well ahead of the filer’s expected EDGAR Next enrollment date.
  • Although no Form ID is required during the process of enrolling existing filers discussed here, new filers must submit a Form ID as part of the process of applying for EDGAR Next filing credentials. The new Form ID requires every entity and person who signs the Form ID to provide information about past violations of federal and state securities laws. This includes the entity or individual applying for EDGAR Next access credentials, the filer’s account administrator, the filer’s billing contact and, if relevant, the person who signs the Form ID on behalf of the applicant.
• For companies, review procedures and policies for new director onboarding and promotions and hiring of new executive officers to ensure that they reflect the changes in EDGAR Next filing access, such as the requirements that the Form ID must disclose prior violations of federal and state securities laws and that individual filers must designate at least one account administrator and, depending on how Section 16 filings will be made, at least two technical administrators.
• In order to minimize or avoid unintended consequences that may result from enrolling Section 16 filers who are existing filers and serve as directors or executive officers of more than one company, consider:
  • Coordinating with the Section 16 filer and each company, each filing agent and any other organization or individual that has or is expected to have any role related to the existing Section 16 filer’s EDGAR filer account or filings to ensure that there is a common understanding about who will enroll the Section 16 filer and when enrollment will occur; and
  • Unless there are reasons to do otherwise, deferring enrollment of existing Section 16 filers until a later part of the March 24 – September 12, 2025 enrollment period for existing filers.
• Companies that make Section 16 or other shareholder filings for directors, executive officers or other filers, or manage EDGAR access codes for any of these filers, should consider encouraging company personnel who are involved with these filings obtain Login.gov account credentials (and become familiar with EDGAR Next) well ahead of March 24, 2025 because these individuals may need to interact with the EDGAR Next access system immediately if the company adds a new director or executive officer who did not have password-based EDGAR filing access on March 21, 2025 – i.e., a new filer – even if the company itself has not yet transitioned to EDGAR Next. This might include company personnel who are not routinely involved in making company filings, such as members of the company’s legal department.
• Contact any financial printer, law firm, financial institution, broker-dealer or other filing agent that the company expects to use, or expects its existing Section 16 filers to use, to make filings after the EDGAR Next transition. Among other things, discuss the transition plans and timetables for the filer, the filing agent and, if relevant, the company’s Section 16 filers. 
• If the company uses filing software, a filing service or an online filing portal provided by a software vendor, financial printer or other third party, discuss transition plans and timetables, including plans for training, rollout and support, as well as any APIs that the software vendor, financial printer or other third party expects to provide and how use of these APIs may affect the requirement for the filer to designate technical administrators.
• If the company is considering having a filing agent enroll the filer and/or any of the company’s Section 16 filers – which may simplify the enrollment process for some filers, especially Section 16 filers – discuss this possibility with the filing agent. Only one person can enroll an existing filer, and each existing filer can be enrolled only once. Enrollment will reset the CCC for the EDGAR filer account, which will prevent filing access by other filing agents until the new CCC has been provided to them.
• Consider making use of the EDGAR Next beta testing site, which will be available until at least December 19, 2025. This will permit account administrators and others to become familiar with the EDGAR Next dashboard and enrollment process. Becoming familiar with the EDGAR Next dashboard may also be helpful for company personnel, such as members of the company’s legal department, who may have an administrative role related to management of EDGAR Next filing credentials for a company’s directors but are not routinely involved in making filings.
• For companies, consider the impact of the requirement to maintain ongoing EDGAR Next filing access on internal controls and procedures that are related to the company’s ability to file SEC reports within applicable time periods. 

The EDGAR Next Transition Timeline

As discussed above, all individuals and entities are subject to the same requirements for new or continued access to the EDGAR filing system. The table and discussion below describe the specific transition periods and compliance dates.

New Filers – March 24, 2025
After 10:00 p.m. ET on Friday, March 21, 2025, new filers that apply to become an EDGAR filer must satisfy all of the EDGAR Next requirement, including submitting a new Form ID, to obtain EDGAR filing credentials.

• By default, new filers will only be able to make EDGAR filings using the EDGAR Next access system. New filers will be able to request password access credentials that will permit making EDGAR filings using password access credentials until 10:00 p.m. ET on September 12, 2025.

Existing Filers – March 24, 2025 through September 12, 2025

Existing filers can make filings and access EDGAR accounts using their current password access credentials (i.e., without EDGAR Next enrollment), and can enroll for EDGAR Next filing access, at any time until 10:00 p.m. ET on Friday, September 12, 2025.

• After EDGAR Next enrollment, existing filers can, at any time during this period, file and access the filer’s EDGAR filer account using either the filer’s current password access credentials or the filer’s EDGAR Next dashboard. 
• Enrollment can only be accomplished through the EDGAR Next dashboard on the SEC’s EDGAR Next Filer Management website.
• Enrollment during this period will not require an existing filer to submit a new Form ID.
• Filings made on the legacy EDGAR filing websites will be require use of the current EDGAR access system (i.e., password-based) until September 12, 2025.
• Legacy (i.e., password-based) EDGAR access codes will be deactivated on September 15, 2025.

Existing Filers – September 15, 2025 through December 19, 2025
Existing filers that did not enroll during the period from March 24, 2025 through September 12, 2025 cannot make filings or access EDGAR accounts until the filer has completed the EDGAR Next simplified enrollment process, which will be available starting Monday, September 15, 2025 until 10:00 p.m. ET on Friday, December 19, 2025.

• After EDGAR Next enrollment, existing filers can file and access EDGAR accounts using the filer’s EDGAR Next dashboard. 
• Enrollment during this period will not require the filer to submit a new Form ID.
• Enrollment can only be accomplished through the EDGAR Next dashboard on the SEC’s EDGAR Next Filer Management websit

Existing Filers – December 22, 2025 and Later
Existing filers that did not enroll before 10:00 p.m. ET on Friday, December 19, 2025 cannot make filings or access EDGAR accounts until the filer has completed the full EDGAR Next filer access process.

• EDGAR filing access can only be accomplished by filing a new Form ID, which must be uploaded using the EDGAR Filer Management website.
• These filers must await the results of SEC staff review of the Form ID application. These filers will not be able to make filings or access their EDGAR filer account until the SEC staff has approved the filer’s Form ID and any related submissions.

How EDGAR Next Will Change the Filing Process

Overview of EDGAR Next Changes
The EDGAR Next access system will change many aspects of EDGAR filer account maintenance and the filing process. Among the most significant changes:

• Every individual who accesses an EDGAR filer’s EDGAR Next dashboard or makes filings for a filer – including account administrators, technical administrators and users – must log into the filer’s EDGAR Next dashboard using the individual’s Login.gov user name, password and two-factor authentication method. Neither the EDGAR Next access system nor Login.gov permit corporate- or entity-level or shared login credentials.
• After 10:00 p.m. on Friday, September 12, 2025, the EDGAR Next dashboard will be the only way for filers and filing agents to access the EDGAR filing system or a filer’s EDGAR filer account. This will apply to every means of making filings or accessing the EDGAR filing system, including filing through filing agents or use of filing software or the SEC’s internet filing websites.
• Filings can be made only by individuals who have been previously authorized by the filer’s account administrator using the filer’s EDGAR Next dashboard.
• Filing agents can make filings on behalf of a filer only if one of the filer’s account administrators has delegated filing authority to the filing agent’s EDGAR Next account using the filer’s EDGAR Next dashboard.
• Filing agents can make filings for a filer only through one of the persons who are identified as a user or account administrator on the filing agent’s EDGAR Next dashboard. 

Impact on Use of Filing Agents
One of the most significant practical impacts of the EDGAR Next access requirements will be how filing agents make filings for filers. Filers will no longer be able to have EDGAR filings made by financial printers, law firms, financial institutions, broker-dealers or other filing agents by sending the filer’s EDGAR CIK and password to the filing agent. Under the current password-based access system, a filing agent can make filings for a filer by providing the filer’s access credentials during the filing process. The EDGAR filing system does not, under the current password-based access system, distinguish filers from filing agents or require any authorization or authentication of specific individuals involved in the filing process.

In contrast, authorizing a filing agent to make filings under the EDGAR Next access system will require the filer’s account administrator to delegate filing authority to a filing agent’s EDGAR Next filer account. When this has been done, an account administrator for the filing agent’s EDGAR Next account will then be required to accept the delegation and authorize one or more of the filing agent’s users or user groups to make filings for the filer. The EDGAR system will record the identity of each person and entity involved in the delegation, authorization and filing process. The EDGAR Next access system will thus provide greater security and accountability for use of the EDGAR filing system.

The EDGAR Next Enrollment Process for Exisiting Filers

As used by the SEC in connection with EDGAR Next, “enrollment” refers specifically to a process by which existing filers or an individual authorized to act for the filer can access the filer’s EDGAR Next dashboard and complete the filer’s transition from the password-based access system to the EDGAR Next access system. With limited exceptions discussed earlier, filers that enroll through this process will not be required to submit a new Form ID or supporting documentation for approval by the SEC staff.

New filers – i.e., persons and entities that had not completed the process of obtaining EDGAR filing access before 10:00 p.m. ET on Friday, March 21, 2005 – cannot take advantage of the enrollment process for existing filers, but must instead apply for EDGAR filing access by submitting a new Form ID and any required supporting documents.

Which existing filers should enroll? Every existing filer that requires access to the EDGAR filing system should enroll. This includes filers that only make filings through filing agents such as financial printers, law firms, broker-dealers or using third-party filing software or another third-party service.

What is enrollment? Enrollment is a simplified process that allows existing filers to transition to EDGAR Next using the EDGAR Next dashboard without submitting any documents, such as a new Form ID and a notarized power of attorney, to the SEC staff. 

• Note that certain existing filers that previously obtained password-based EDGAR access credentials will not be eligible for EDGAR Next enrollment, and will instead be required to complete the full EDGAR Next filer access application process, which includes filing a new Form ID. The following types of existing filers will need to apply for EDGAR Next access credentials, rather than enrolling:
  • Entities that have lost access to an EDGAR account that existed before March 24, 2025;
  • Entities that are the legal successor to an entity that had an EDGAR account but did not receive electronic access to the predecessor’s EDGAR account from the predecessor; and
  • Entities that had an EDGAR account before March 24, 2025 – which may include, but is not limited to, broker-dealers – but have not made electronic filings (i.e., a “paper filer” that has made only paper filings) before March 24, 2025 and want to make electronic filings under that account on or after March 24, 2025.

Who should enroll a filer? A filer can select any entity or person to enroll the filer, including a third party. This can include an employee of the filer, a filing agent, or any other trusted entity or individual. Only one individual can enroll each filer, and each filer can enroll only once.

The person who performs the enrollment process for an existing filer does not need to have EDGAR filing access and does not need to file a Form ID or other supporting documentation, but will need to have Login.gov account credentials.

It is important for filers to coordinate with any filing agents and other third parties that have been involved in making filings for a filer before initiating the enrollment process. This is especially true for Section 16 filers that are existing filers and serve as directors for two or more companies. Among other considerations, enrollment will reset the CCC value for the account, which will preclude filings by filing agents until the filer has provided the filing agent with the new CCC. 

When does enrollment begin? Enrollment will begin on Monday, March 24, 2025. The EDGAR system is open for filings and submissions from 6:00 a.m. ET through 19:00 p.m. ET on weekdays except for federal holidays and other days during which the SEC is closed.

• Existing filers that enroll not later than 10:00 p.m. ET on Friday, September 12, 2025 will have uninterrupted EDGAR filing access. 
• After September 12 and until 10:00 p.m. ET on Friday, December 19, 2025, existing filers can enroll in EDGAR Next through the EDGAR Next dashboard but will have EDGAR filing access only after enrollment is complete.
• After 10:00 p.m. ET on Friday, December 19, 2025, the simplified EDGAR Next enrollment process will no longer be available. Any existing filers that did not complete the enrollment process prior to that time must complete the process of applying for EDGAR Next access credentials in order to make EDGAR filings and submissions and access the filers EDGAR Next dashboard. The application process will include submitting a new Form ID for the filer and at least two account administrators, which must be approved by the SEC staff. 

What information is needed to enroll? To enroll in EDGAR Next, an existing filer must present certain information to the SEC using the dashboard of the EDGAR Filer Management website.

• For the existing filer:
  • Central index key (CIK);
  • CIK confirmation code (CCC);
  • Passphrase; and
  • The quarter-end date on or before which the filer will complete its annual compliance confirmations.
    • A filer that has lost its CCC, passphrase or EDGAR point-of-contact email can reset or update that information by following procedures posted on the EDGAR Filer Management website.
    • A notarized power of attorney is not required if existing filers enroll before 10:00 p.m. ET on Friday, December 19, 2025.
• For each account administrator (minimum two required; maximum 20 permitted)
  • Name;
  • Email address – this must be the email address use for the individual’s Login.gov credentials;
  • business address; and
  • business telephone number.

Additional SEC EDGAR Next Information and Resources

Additional information on the EDGAR Next amendments is available on the SEC website, including the following:

EDGAR Next Adopting Release (includes amended Form ID)
EDGAR Filer Manual, Volume I (version effective March 24, 2025 containing EDGAR Next changes)
EDGAR Next Beta Site (includes Release Notes)
EDGAR Next Frequently Asked Questions
Training and support documents prepared by the SEC include the following:

• EDGAR Next Testing Guidance provides step-by-step instructions for filers testing functions on the dashboard.
• Enroll in EDGAR Next: Individual/Section 16 Filers
• Reset Your EDGAR passphrase, EDGAR POC Email
• EDGAR Next and ABS Issuing Entities [link forthcoming] 

Instructional videos prepared by the SEC that provide step-by-step instructions on several EDGAR Next topics are available on the SEC’s YouTube channel in the EDGAR Next instructional video series.

• Obtaining individual account credentials [video currently unavailable]
• Overview of EDGAR Filer Management dashboard
• Overview of account administrator role
• Applying for EDGAR access

SEC webinars:

• General introduction to EDGAR Nex (October 8, 2024) (slides)
• General introduction to EDGAR Next (October 23, 2024) (slides and video)
• Enrollment Process (November 21, 2024) (slides and video)
• Enrollment for Section 16/individual filers (January 23, 2025) (slides)

Other Links:

• How Do I – Maintain and Update Company Information 
• How Do I – Understand and Utilize EDGAR CIKs 
• Overview of EDGAR APIs
• API Development Toolkit

 

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.