Who’s Got Next?

With March Madness upon us, the Securities and Exchange Commission (SEC) is joining the action by implementing a sweeping set of technical updates known as EDGAR Next that will change how all SEC filers access the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system to make their securities filings. These changes will impact private investment fund managers who make a variety of SEC filings in EDGAR on behalf of fund entities as well as individual fund principals who serve as outside directors of public companies. EDGAR Next is here, and it is contributing to March Madness in its own unique ways.

New Form ID

The first phase of EDGAR Next, which includes a new process for filing a Form ID application for EDGAR access, goes into effect on March 24, 2025. This means any individual or entity needing to generate new EDGAR access codes will have to navigate the new Form ID process beginning March 24. Unfortunately, the notarization requirement for Form IDs is not going away, and, in fact, a new notarization process will be added to appoint certain individuals to act as account administrators for filers. 

The new Form ID also requires additional information not previously required. This includes a representation that the filer entity is in good standing in its jurisdiction of organization and disclosure of US federal and state securities law violations by the filer entity, the person who signed the Form ID on behalf of the filer entity, and various other persons who will be associated with the EDGAR Next filer account. Note that there is no time limit or cutoff for this disclosure.

Transition Periods for Enrolling Existing Filers

From March 24, 2025, through September 12, 2025, all existing filers (i.e., all relevant fund entities and principals that currently have valid EDGAR access codes) will have the option to enroll in EDGAR Next using a streamlined process. Enrollment allows existing EDGAR filers to transition to EDGAR Next without completing the Form ID, notarizing documents, or presenting a power of attorney to SEC staff. During this period, all existing filers will have the option to submit their securities filings through the current process or the new EDGAR Next system if they are enrolled. 
Filers who have not enrolled in EDGAR Next by September 12, 2025, will lose access to the EDGAR system as of September 15, 2025. However, filers can still enroll using the simplified process until December 19, 2025, after which they may resume filings and submissions in EDGAR Next.

Starting on December 22, 2025, existing filers who have not completed the EDGAR Next enrollment will need to complete the full application process, including filing a new Form ID in accordance with the new process, to regain access to EDGAR.

The following table further illustrates the timeline for existing filers to enroll in EDGAR Next:

What This Means for Private Fund Managers

Private investment fund managers should become familiar with EDGAR Next since it will not only change how fund entities file Form ID for EDGAR access, make Form D notice filings, and file Section 13 beneficial ownership reports for holdings in public companies but also significantly impact how fund principals who serve as outside directors of public companies make their Section 16 beneficial ownership filings.

The SEC has stated that its goals for EDGAR Next are to enhance the security of EDGAR access, improve the ability of filers to manage and maintain access to their EDGAR accounts, and modernize the system overall. To accomplish these goals, the SEC is implementing more stringent requirements for identifying who can act on behalf of an EDGAR filer, verifying the identity of those who can act on behalf of an EDGAR filer, and designating specific roles and responsibilities for those who are making EDGAR filings.

As a result, EDGAR Next will require private investment fund managers to be more actively engaged in managing their firm’s access to EDGAR. In fact, we encourage fund managers to take ownership of their EDGAR Next access while working closely with their counsel and other service providers. Fund principals who serve as outside directors on public company boards should be particularly careful about outsourcing management of their access to EDGAR Next to avoid the problems that could arise from having multiple companies involved.

Currently, anyone who has valid EDGAR access codes can make a filing on behalf of an SEC filer. EDGAR codes can be easily shared by the filer with others such as a law firm, financial printer, or filing agent. EDGAR Next, on the other hand, requires all SEC filers to identify the individuals who will serve as account administrators¹ and be responsible for managing their EDGAR accounts, as well as the other individuals who will serve as users or technical administrators. Third parties who will make filings on behalf of an EDGAR Next filer will be required to be identified as delegated entities by one of the account administrators for the filer’s EDGAR Next account. These delegations can be made and revoked by an account administrator at any time. 

It is important to note that for closed-end funds that do not anticipate holding any additional closings that would require submitting new securities filings, there is no immediate urgency to enroll the fund entities in EDGAR Next during the transition periods. Also, private investment fund managers located outside the US should be thinking about how they will resolve the notarization requirements for Form ID and related powers of attorney.

Login.gov Credentials

All individuals acting on behalf of EDGAR filers will have to obtain their own account credentials from Login.gov to access EDGAR and make filings. Login.gov requires the use of a multi-factor authentication method, and unlike the current EDGAR log-on system, Login.gov credentials cannot be shared with others. EDGAR relies on the email address provided to Login.gov to identify individuals and send them notifications. Additionally, because the email address associated with Login.gov will be visible to others on the relevant filer’s dashboard and may be publicly visible under certain circumstances, we encourage the use of a business email address, rather than a personal one, when obtaining Login.gov credentials.

Individuals with existing Login.gov credentials for personal use should consider creating a separate Login.gov account, using a different email address, specifically for EDGAR.

Roles and Responsibilities

The current EDGAR system has no distinct roles or responsibilities. Anyone with a filer’s EDGAR codes can log on, make filings, and take administrative action. 

EDGAR Next establishes several distinct roles with specific responsibilities. Private investment fund managers should consider and decide who will serve in the following roles:

• Account administrators: Each fund entity 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 and delegate filing authority to filing agents. In addition, account administrators are responsible for a variety of account management and compliance requirements (e.g., confirming annually that information on the filer’s EDGAR dashboard is accurate and certifying that they have not been subject to any violations of US federal or state securities laws). Individual filers must have at least one account administrator and may also have up to 20. The first account administrator listed on a filer’s Form ID will be designated by default as the SEC’s point of contact (POC) for any questions the SEC has on the filer’s account. In most cases, we expect the account administrators will be principals or employees with the fund entity filer or an affiliate of such an entity. 
• Delegated entities: A filer’s account administrator can delegate authority to file on their behalf to financial printers, law firms, financial institutions, broker-dealers, and other third-party filing agents or filing platforms that have their own EDGAR accounts. Delegated entities are responsible for authorizing specific users at the delegated entity to make EDGAR filings on behalf of the filer. In many cases, we expect that Goodwin will serve as a delegated entity to assist our fund clients with EDGAR filings.
• Users: Account administrators can authorize individuals with credentials from Login.gov to make securities filings in EDGAR on behalf of the filer. Account administrators and the SEC can determine which users made which filings, but this information will not be made public in EDGAR. Users can make filings, read  notifications, and view basic information about the filer’s account, but they cannot add or remove other users or generate new access codes. There will be no minimum number of users per account, but the maximum number is limited to 500. We expect Goodwin lawyers and paralegals will serve as delegated users in cases in which Goodwin has been named as a delegated entity to assist our fund clients with EDGAR filings. 
• Technical administrators: Account administrators for filers that opt to connect to EDGAR by way of optional APIs (which offer secure automated methods of interacting with EDGAR) must authorize at least two, and up to 20, technical administrators to manage the technical aspects of a filer’s connection to the EDGAR APIs. Technical administrators do not need coding or IT experience but should be able to interact with SEC staff if questions arise about filer or user “tokens” or the use of APIs. In many cases, we expect personnel at the fund entity filer or an affiliate of such an entity to fill technical administrator roles.

Actions Fund Managers Can Take Now

• Collect the access codes (Central Index Key (CIK), password, passphrase, and CIK confirmation code) and the POC email address for each relevant fund entity’s EDGAR account. 
• Consider who will serve as account administrators, users, and technical administrators. 
• Encourage any individual who will access a fund entity’s EDGAR Next dashboard or make filings or submissions for a fund entity to obtain Login.gov account credentials (or create a new Login.gov account) well ahead of the filer’s expected EDGAR Next enrollment date.
• Contact the law firm, financial institution, broker-dealer, financial printer, or other filing agent that the fund manager expects to use to make filings after the EDGAR Next transition. Among other things, discuss the transition plans and timetables for the fund entities.

EDGAR Next is here. Private investment fund managers would be well-served to spend some time getting familiar with EDGAR Next as it will significantly change how filers interact with the SEC and requires more active involvement from filers. The SEC web page for EDGAR Next offers some helpful resources including webinars and videos posted on the SEC YouTube channel. For more information, please feel free to refer to Goodwin’s client alert Preparing for EDGAR Next – New Requirements for All EDGAR Filers. Goodwin’s Private Investment Fund team is ready to help clients make a smooth transition and navigate this new system. 

 

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.