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- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

Conformed to Federal Register Version

SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 249, 269, and 274
[Release Nos. 33-11313; 34-101209; 39-2557; IC-35343; File No. S7-15-23]
RIN 3235-AM58
EDGAR Filer Access and Account Management
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
SUMMARY: The Securities and Exchange Commission (“Commission”) is adopting 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 certain
technical changes to EDGAR (collectively referred to as “EDGAR Next”). EDGAR Next will
improve the security of EDGAR, enhance filers’ ability to manage their EDGAR accounts, and
modernize connections to EDGAR. The amendments require electronic filers (“filers”) to
authorize and maintain designated individuals as account administrators and to take certain
actions, through their account administrators, to manage their accounts on EDGAR. Further,
pursuant to these amendments, 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 specified in the EDGAR Filer Manual. As part of the EDGAR Next changes,
optional Application Programming Interfaces (“APIs”) will be offered to filers for machine-tomachine communication with EDGAR. Moreover, we are amending Volume I of the EDGAR

Filer Manual to accord with these changes. Filers will have 12 months from the issuance of this
release to transition to EDGAR Next.
DATES: Effective date: The effective date for this rule is March 24, 2025. The incorporation by
reference of certain material listed in this rule is approved by the Director of the Federal Register
as of March 24, 2025.
Compliance date: The compliance date for amended Form ID is March 24, 2025. The
compliance date for all other rule and form amendments (other than the EDGAR Filer Manual
changes) is September 15, 2025. See SUPPLEMENTARY INFORMATION for more
information on compliance and the EDGAR Filer Manual changes.
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 adopting amendments to 17 CFR 232.10 (“Rule 10”) and 17 CFR
232.11 (“Rule 11”) under 17 CFR part 232 (“Regulation S-T”); and amendments to Form ID
(referenced in 17 CFR 239.63, 249.446, 269.7, and 274.402). The Commission is also adopting
an updated Filer Manual, Volume I: “EDGAR Filing,” Version 42 (issued September 27, 2024)
and amendments to 17 CFR 232.301 (“Rule 301”). The updated Filer Manual is incorporated by
reference into the Code of Federal Regulations.

2

Table of Contents
I.

INTRODUCTION ................................................................................................................. 5

II.

DISCUSSION ...................................................................................................................... 11
A. Individual Account Credentials ..................................................................................... 13
B. Individual Roles: Account Administrator, User, Technical Administrator ................... 27
1. Account Administrators ............................................................................................ 29
2. Users .......................................................................................................................... 45
3. Technical Administrators .......................................................................................... 48
C. Delegated Entities .......................................................................................................... 53
1. Delegating Authority to File...................................................................................... 54
2. Separation of Authority of Filer and Delegated Entity ............................................. 58
3. Delegated Entities...................................................................................................... 59
4. Delegated Users ......................................................................................................... 61
5. User Group Functionality at Delegated Entities........................................................ 63
6. Technical Administrators at Delegated Entities ........................................................ 65
D. Hours of Operation of the Dashboard ............................................................................ 66
E. Optional Application Programming Interfaces .............................................................. 67
1. APIs That Commission Staff Will Provide ............................................................... 70
2. API Tokens ................................................................................................................ 76
F. Final Amendments to Rules and Forms ......................................................................... 82
1. Rule 10 of Regulation S-T......................................................................................... 82
2. Rule 11 of Regulation S-T......................................................................................... 86
3. Form ID ..................................................................................................................... 89
G. EDGAR Filer Manual Changes ..................................................................................... 98
H. Transition Process ........................................................................................................ 100
1. Enrollment Process .................................................................................................. 108
2. Compliance .............................................................................................................. 117

III.

OTHER MATTERS........................................................................................................... 121

IV. ECONOMIC ANALYSIS ................................................................................................. 122
A. Baseline ........................................................................................................................ 123
B. Consideration of Benefits and Costs as well as the Effects on Efficiency, Competition,
and Capital Formation........................................................................................................ 128
1. Benefits .................................................................................................................... 128
2. Costs ........................................................................................................................ 137
3

3. Effects on Efficiency, Competition, and Capital Formation ................................... 158
C. Reasonable Alternatives............................................................................................... 159
1. Add and Allow Bulk Confirmation for Related CIKs ............................................. 159
2. Extend the ABSCOMP Process to Affiliated Entities............................................. 160
3. Retire the CCC for Filing Submissions ................................................................... 161
4. Requirements for Individual and Small Filers ........................................................ 162
5. Implementing Performance-Based Standards ......................................................... 164
V.

PAPERWORK REDUCTION ACT .................................................................................. 165
A. Summary of Comment Letters on PRA Estimates ...................................................... 166
B. Form ID ........................................................................................................................ 167
C. The Dashboard ............................................................................................................. 169

VI. FINAL REGULATORY FLEXIBILITY ANALYSIS ..................................................... 172
A. Need for and Objectives of the Rule and Form Amendments ..................................... 172
B. Significant Issues Raised by Public Comments ........................................................... 173
C. Small Entities Subject to the Rule and Form Amendments......................................... 176
D. Projected Reporting, Recordkeeping, and Other Compliance Requirements .............. 179
E. Agency Action to Minimize Effects on Small Entities ................................................ 180
STATUTORY AUTHORITY .................................................................................................... 184
APPENDIX A—FORM ID ........................................................................................................ 194

4

I.

INTRODUCTION
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
in response to the 2021 Request for Comment, 4 and Commission staff subsequently engaged in a
dialogue with commenters and other interested parties, 5 considered feedback from these parties,
and gathered additional information about filers’ interactions with EDGAR. Staff discussed a
variety of topics with commenters including the addition of optional APIs for submission and for
verifying certain information on EDGAR; filers’ annual confirmation of the accuracy of their
account information; whether accession numbers should be traceable to the individuals making
the submissions; bulk submissions and user group functionality; delegation of authority to file; a
potential transition process to implement the contemplated changes; and other technical matters.
After consideration of the information provided by commenters in response to the 2021
Request for Comment, the Commission issued a Proposing Release on September 13, 2023, that

1

For purposes of this release, we use the term “filer” to mean “electronic filer,” as defined in Rule 11 of
Regulation S-T: “A person or an entity that submits filings electronically pursuant to Rules 100 or 101 of
Regulation S-T.”

2

For a discussion of the current EDGAR access and account management processes, please refer to EDGAR
Filer Access and Account Management, Release No. 33-11232 (September 13, 2023) [88 FR 65524 (September
22, 2023)] (“Proposing Release”).

3

For a discussion of the 2021 Request for Comment, please refer to the Proposing Release.

4

Comment letters related to the 2021 Request for Comment are available at https://www.sec.gov/comments/s712-21/s71221.htm.

5

Memoranda describing these meetings with SEC officials are available at https://www.sec.gov/comments/s715-23/s71523.htm.

5

included proposed amendments to Rule 10 of Regulation S-T concerning filer access and
account management and related matters; Form ID, the application for EDGAR access; and Rule
11 of Regulation S-T, containing the definitions of terms in Regulation S-T. The Commission
proposed changes to Rule 10 and Form ID to require 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 and other individuals only if those
individuals obtained individual account credentials. The Commission further proposed that each
filer, through its account administrators, be required to confirm annually that the filer authorized
all individuals and delegated entities reflected on the dashboard to act on its behalf, and that all
information about the filer on the dashboard was accurate. The Commission also proposed
requirements 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. In addition to the proposed rule and form amendments, the Commission described in the
Proposing Release the possible addition of optional APIs to allow machine-to-machine
submissions on and retrieval of certain information from EDGAR and indicated that, to connect
to the optional APIs, filers, through their account administrators, would be required to authorize
at least two technical administrators and present certain security tokens to EDGAR as specified
in the EDGAR Filer Manual.
The Commission considered comment letters received in response to the Proposing
Release that included both comments on the proposed rule and form changes as well as technical
feedback on functionality discussed in the Proposing Release. 6 We considered both the

6

The public comments we received are available at https://www.sec.gov/comments/s7-15-23/s71523.htm. A few
commenters asserted that the comment period was not sufficient and asked the Commission to extend it. See

6

comments on the rule and form amendments as well as feedback on EDGAR Next technical
functionality and discuss both aspects together in this release. While we discuss aspects of
EDGAR Next technical functionality in this release together with the final rule and form
amendments, we anticipate that this technical functionality will evolve over time in response to,
for example, changes in filer needs, security requirements, and technological developments,
among other circumstances. As is the case today and has been historically, updates to the
EDGAR system typically will be communicated through the EDGAR Filer Management website
and reflected in amendments to the EDGAR Filer Manual from time to time.
The Commission is adopting the proposed amendments to Rules 10 and 11 of Regulation
S-T and Form ID substantially as proposed. We believe that the rule and form amendments
adopted in this release and the related technical changes further the goals of enhancing the
security of EDGAR access and improving EDGAR account management and are responsive to
the comments received in response to the Proposing Release and the 2021 Request for Comment.
The obligations for filers are generally being codified in Rule 10 of Regulation S-T, new
paragraph (d). 7 Under paragraph (d)(1) of Rule 10 as adopted, only those individuals who obtain
individual account credentials 8 can be authorized to act on the filer’s behalf on the dashboard on

Comment Letter of XBRL US (October 27, 2023) and Toppan Merrill Comment Letter (November 20, 2023)
(“Toppan Merrill Comment Letter”). The comment period for the Proposing Release was open for 60 days, and
we do not believe an extension of the comment period is necessary. Moreover, we have considered all comment
letters received, including those submitted after the comment period closed.
7

In addition to the changes discussed below, Rule 10 is being amended to implement certain clarifying and
conforming changes. See section II.F.1.

8

We are amending Rule 11 of 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
amendments to Rule 11 in section II.F.2. The EDGAR Filer Manual is being amended to specify that individual
account credentials must be obtained through Login.gov, a sign-in service of the U.S. Government that employs
multifactor authentication.

7

EDGAR. 9 Paragraph (d)(2) of Rule 10 as adopted requires each filer to authorize and maintain
individuals as its account administrators 10 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 release and in the EDGAR Filer Manual as it is being amended. Pursuant to the
amendments to Form ID and the EDGAR Filer Manual, the filer can authorize someone who is
not an employee of the filer or its affiliates to be the filer’s account administrator if an authorized
individual for the filer 11 provides a relevant notarized power of attorney. 12 Paragraph (d)(3) of
Rule 10 as adopted requires any filer that decides to connect to an optional API 13 to authorize,
through its account administrators, at least two technical administrators 14 to manage the API

9

We are amending Rule 11 of 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 amendments to Rule 11 in section II.F.2. In
connection with this rulemaking, the dashboard will be integrated into the EDGAR Filer Management website,
https://www.filermanagement.edgarfiling.sec.gov.

10

We are amending Rule 11 of Regulation S-T to define an “account administrator” as an individual that an
electronic filer authorizes 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 amendments to Rule 11 in section II.F.2.
Applicants (individuals and companies) for EDGAR access must authorize account administrators on Form ID.
See amended Form ID.

11

We are amending Rule 11 of Regulation S-T to define “authorized individual.” This definition mirrors the
definition of “authorized individual” in the EDGAR Filer Manual, Volume I. See the discussion of amendments
to Rule 11 in section II.F.2 and EDGAR Filer Manual, Volume I.

12

For example, if a filer wishes to authorize an individual employed by its filing agent to act as the filer’s account
administrator, the filer must upload with the Form ID a power of attorney signed by an authorized individual of
the filer, with that signature notarized, authorizing the employee of the filing agent to be the filer’s account
administrator. See amended Form ID, Part 3. The EDGAR Filer Manual, Volume I sets forth the requirements
for notarization of the signature of an authorized individual. Among other things, pursuant to Volume I of the
EDGAR Filer Manual, notarization may be obtained through a remote online notary recognized by the law of
any State or territory in the U.S. or the District of Columbia.

13

We are amending Rule 11 of 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
amendments to Rule 11 in section II.F.2.

14

We are amending Rule 11 of 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 APIs on its behalf. See
the discussion of amendments to Rule 11 in section II.F.2. Technical administrators need not be software
developers or technical experts to carry out the requirements to manage the filer’s use of APIs and filer API
tokens, as discussed more fully below.

8

unless the filer arranges to use the filer API tokens and API connections of its delegated
entities. 15 Further, the EDGAR Filer Manual is being amended to require that filers present
certain security tokens to connect to the APIs. As adopted, paragraph (d)(4) of Rule 10 will
require each filer, through its authorized account administrators, to confirm annually that all
account administrators, users, 16 delegated entities, 17 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. Paragraph (d)(5) of Rule 10 as adopted will
require each filer, through its authorized account administrators, to maintain accurate and current
information about the filer on EDGAR, and paragraph (d)(6) of Rule 10 as adopted will require
each filer, through its authorized account administrators, to securely maintain information
relevant to the ability to access the filer’s EDGAR account.
We are amending Form ID to implement the changes to Rule 10, including but not
limited to the requirement to provide information about the applicant’s account administrators, to
make the form more user friendly, 18 and to improve the utility of the form for Commission
staff. 19 Moreover, we are amending Rule 11 of Regulation S-T to define new terms related to the

15

See paragraph (d)(3) of Rule 10 as adopted addressing the technical administrator requirements and the
provision therein allowing filers to use their delegated entities’ API connections and filer API tokens so long as
those delegated entities comply with the requirement to maintain two technical administrators.

16

We are amending Rule 11 of 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 amendments to Rule 11
in section II.F.2.

17

We are amending Rule 11 of 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 amendments
to Rule 11 in section II.F.2.

18

As an example of the changes being made to make the form more user friendly, additional instruction will be
added to guide applicants through completion and submission of the form, and the user interface will be
improved.

19

As an example of the changes being made to improve the utility of the form for Commission staff, a checkbox
will be added to each address field for identification of non-U.S. locations, which will improve data analytics.

9

rule and form amendments. 20 We are further amending the EDGAR Filer Manual to accord with
the EDGAR Next changes.
The EDGAR Next transition process will begin with the issuance of this adopting release.
For the initial six months, from September 30, 2024 to March 21, 2025, filers may prepare for
the changes by testing in and modifying their internal software systems to accord with an
EDGAR Next Adopting Beta environment reflecting the adopted rule and form amendments and
related technical changes, including but not limited to testing the optional APIs that will be
provided, as well as gathering information necessary to enroll on EDGAR. On Monday, March
24, 2025, a new EDGAR Filer Management website that includes the dashboard will go live, and
related changes in the EDGAR Filer Manual, Volume I will be effective. At that time,
compliance with amended Form ID will be required, all applicants for EDGAR access must
apply on amended Form ID through the dashboard, and the prior version of the form will be
ineffective. If Commission staff grant the amended Form ID application, the filer will be in
compliance with the EDGAR Next changes, and thus will not be required to subsequently enroll
on the dashboard. In addition, beginning Monday, March 24, 2025, existing filers may begin to
enroll on the dashboard, and once enrolled may connect to the optional APIs while still being
able to use the legacy filing process. Compliance with the remaining EDGAR Next changes will
be required on Monday, September 15, 2025, when all EDGAR websites will require, among
other things, Login.gov individual account credentials and dashboard authorization to make
submissions on EDGAR. Filers who have not enrolled by September 15, 2025 will not be able to
make submissions or take other actions in EDGAR other than enroll. Enrollment will be

20

Please refer to amended Rule 11 of Regulation S-T, set forth in this release, for definitions of the terms used in
the release. The amendments to Rule 11 also update or delete reference to outdated terminology and clarify the
definition of the EDGAR Filer Manual.

10

permitted for an additional three months, until December 19, 2025. 21 On December 22, 2025,
filers who have not enrolled in EDGAR Next or been granted access through amended Form ID
will be required to submit the amended Form ID through the dashboard to apply for access to
their existing EDGAR accounts. Section II.H below provides additional information regarding
the transition to EDGAR Next.
Additional details regarding EDGAR Next technical changes, including dashboard
functionality and APIs, as well as the transition process are available on the EDGAR Next page
on SEC.gov. 22
II.

DISCUSSION
We are adopting, substantially as proposed, amendments to Rule 10 of Regulation S-T

concerning EDGAR filer access and account management and related matters; Form ID, the
application for EDGAR access; and Rule 11 of Regulation S-T, containing the definitions of
terms in Regulation S-T. We are further amending the EDGAR Filer Manual in accord with the
rule and form amendments. 23 These amendments will, among other things, benefit filers by
improving the security of their EDGAR accounts and making it easier for filers to manage and
maintain access to their EDGAR accounts.
The amendments to Rule 10 and Form ID 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 to act on the filer’s behalf only those individuals

21

In total, the enrollment period will extend nine months, from March 24, 2025 to December 19, 2025. If filers
enroll on the dashboard during this period, they will not be required to apply for access on amended Form ID.
Please see section II.H for additional information about enrollment.

22

See EDGAR Next-Improving Filer Access and Account Management, U.S. Securities and Exchange
Commission, available at https://www.sec.gov/edgar/filer-information/edgar-next.

23

A blackline of the changes to Volume I of the EDGAR Filer Manual is available at www.sec.gov/rulesregulations.

11

who obtain individual account credentials. The EDGAR Filer Manual is being amended to
specify Login.gov as the individual account credential provider. Each filer, through its account
administrators, will 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 regarding 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.
In addition to the rule and form amendments, this release describes the EDGAR Next
functionality that will be offered to filers, including but not limited to optional APIs that will
improve the efficiency and accuracy of filers’ interactions with EDGAR by providing a machineto-machine method of making submissions, retrieving information, and performing account
management tasks. EDGAR will make available 15 optional APIs in total, which include the
three APIs discussed in the Proposing Release and 12 additional APIs, many of which were
requested by commenters. Among other things, these APIs will replicate much of the dashboard
account management functionality, allowing filers to manage their EDGAR accounts with
minimal manual interaction with EDGAR.
If a filer chooses to connect to the optional APIs, the filer, through its account
administrators, must authorize at least two technical administrators, pursuant to paragraph (d)(3)
of Rule 10, unless the filer arranges to use the filer API tokens and API connections of its
delegated entity (and the delegated entity complies with the requirement to maintain at least two
technical administrators), as requested by commenters. Filers choosing to connect to the optional
APIs must also present specified security tokens of limited duration in the form of filer API
tokens and user API tokens, as set forth in the EDGAR Filer Manual as amended. These token
requirements are intended to provide security for API connections. Filers using their delegated
12

entities’ API connections must use their delegated entities’ filer API tokens, and individuals at
those filers must present a user API token to interact with the APIs to allow identification of the
individual taking action on EDGAR if those APIs require presentation of a user API token.
Filers that do not connect to the optional EDGAR APIs will not need to comply with
these API-related requirements and may continue to make web-based submissions on EDGAR.
A.

Individual Account Credentials

Paragraph (d)(1) of Rule 10 as proposed and adopted will require that a filer only
authorize an individual to perform functions on the dashboard on the filer’s behalf if that
individual possesses individual account credentials, obtained in the manner specified in the
EDGAR Filer Manual. In addition to what was noted in the Proposing Release, however, and in
response to commenter concerns, the EDGAR Filer Manual is being amended to clarify that
individual account credentials may not be shared with other individuals as the credentials are
intended to identify the individual who takes action on EDGAR.
As contemplated in the Proposing Release, we are amending the EDGAR Filer Manual to
specify that individual account credentials must be obtained through Login.gov, a secure sign-in
service of the U.S. General Services Administration. 24 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,
multifactor authentication, and additional safeguards. 25 To obtain individual account credentials
for EDGAR, an individual must respond to prompts on the Login.gov website to provide an

24

https://www.login.gov/.

25

See Login.gov, “About us,” at https://www.login.gov/about-us/.

13

email address, create a password, and select a multifactor authentication option. 26 The EDGAR
Filer Manual will specify that the email address provided to Login.gov must match the email
address the individual has provided or intends to provide to EDGAR (during enrollment, on
amended Form ID, or to the relevant account administrator). 27
In accord with amended paragraph (d) of Rule 10 and the EDGAR Filer Manual, and as
proposed, all account administrators, users, and technical administrators must enter their
individual account credentials and complete multifactor authentication to log into EDGAR. After
entering the email address and the password created on Login.gov, the individual will be
prompted to complete the multifactor authentication option the individual selected when
obtaining individual account credentials at Login.gov. 28 Thus, through Login.gov, multifactor
authentication for individual accounts will be required to access EDGAR.
The use of multifactor authentication aligns with modern security practices, such as those
set forth in Executive Order No. 14028, issued May 12, 2021, directing Federal agencies to
modernize and implement stronger cybersecurity standards (“executive order”), 29 including but

26

As of the date of this release, Login.gov multifactor authentication options include: (1) a security key; (2)
Federal government employee or military PIV or CAC cards; (3) authentication application; (4) biometric (face
or fingerprint) verification; (5) text message/SMS or telephone call; and (6) backup codes. With respect to
option (3), current Login.gov authentication applications include: Android and iOS options (Google
Authenticator, Authy, LastPass, 1Password), Windows and Mac apps (1Password and OTP Manager), and
Chrome extensions (Authenticator). See generally Login.gov, Authentication Options at
https://www.login.gov/help/get-started/authentication-options/. See also generally Login.gov, “Privacy and
security: Our security practices,” at https://login.gov/policy/our-security-practices/ for information on
Login.gov’s security practices.

27

If an individual changes the email address that she uses in connection with EDGAR (for example, because of a
change of domain name), the individual should first change her email address on the dashboard and then change
it on Login.gov. This will prevent interruptions in access to EDGAR. If an individual permanently loses access
to her email before taking the steps above, the individual should create another account on Login.gov with a
new email address, and the filer’s account administrator should add her to the filer’s account on the dashboard
using the new email address.

28

If the individual loses or forgets her Login.gov password, the individual can reset the password through
Login.gov, simplifying and automating the process of password retrieval.

29

See Exec. Order No. 14028 (2021), 60 FR 26633, 26636 (May 17, 2021).

14

not limited to the deployment of multifactor authentication as a foundational security tool at
Federal agencies. As stated in the executive order, the use of multifactor authentication enhances
system security. It further follows digital identity guidelines for Federal agencies issued by the
National Institute of Standards and Technology (“NIST”). 30 Multifactor authentication is a
widely accepted security tool that will improve the security of access to EDGAR by adding a
layer of validation each time an individual signs into EDGAR.
In sum, EDGAR Next will enhance the security of filers’ accounts by requiring anyone
seeking to make a submission on EDGAR on behalf of a filer to sign in with individual account
credentials, complete multifactor authentication, be authorized by the filer or the filer’s account
administrator and enter the filer’s EDGAR account/central index key number (“CIK”) and
central index key confirmation code (“CCC”).
Commenters generally agreed that requiring individual account credentials for EDGAR
access would improve EDGAR security, provide individual accountability and, by implementing
multifactor authentication, align EDGAR with current best practices. 31
Several commenters expressed concerns that the introduction of individual account
credentials could be disruptive or unduly burdensome for individuals with reporting obligations

30

See Digital Identity Guidelines: Authentication and Lifecycle Management, National Institute of Standards and
Technology, NIST SP 800-63, available at https://csrc.nist.gov/pubs/sp/800/63/b/upd2/final, at section 4 of
NIST SP 800-63B (“Any PII or other personal information — whether self-asserted or validated — requires
multi-factor authentication.”).

31

See, e.g., Comment Letter of Cory (September 19, 2023) (“Cory I Comment Letter”) (“[This is] essential to
verify the identity and legitimacy of those managing financial data, mitigating the risk of unauthorized access
and fraud”); Comment Letter of XBRL US (November 21, 2023) (“XBRL II Comment Letter”) (“Multi-factor
authentication is a step forward in increasing EDGAR security and has become a standard for most
companies.”); Comment Letter of Block Transfer (November 21, 2023) (“Block Transfer Comment Letter”)
(“We agree with the [Commission’s] position that individual accountability through people-based, not
organization-wide, accounts will lead to greater accountability, transparency, and efficiency in the market”).

15

pursuant to section 16 of the Securities Exchange Act of 1934 (“Exchange Act”). 32 For the
reasons discussed below, we do not think that the issues raised by these commenters will be
disruptive or unduly burdensome for section 16 filers. One commenter asserted that many
individuals use Login.gov for personal matters and suggested that these individuals may not wish
to use their existing Login.gov accounts for EDGAR matters. 33 The EDGAR Filer Manual as
amended will require individuals to present an email address that matches the email address the
individual will use in connection with EDGAR 34 to obtain Login.gov individual account
credentials for EDGAR. 35 The email address will become the individual’s username for
Login.gov individual account credentials and will be used for identification and notification
purposes on EDGAR. Therefore, if an individual currently has a Login.gov account created with
her personal email address and does not intend to use that email address in connection with
EDGAR matters, or is otherwise concerned that her personal email address may become visible
on the EDGAR Filer Management dashboard, she should create new Login.gov individual
account credentials with the email address she wishes to use in connection with EDGAR. 36 This

32

See, e.g., Comment Letter of Society for Corporate Governance (August 30, 2024) (“SCG Comment Letter”)
(“[I]t appears that some companies have assumed their third-party filing agents would handle this major
EDGAR overhaul without significant disruption or additional work by in-house personnel. However, the
comment letters by filing agents and other vendors suggest otherwise.”); XBRL II Comment Letter (“[W]e do
not believe the rule proposal adequately addresses the needs of Section 16 filers and single individual filers
[who] will perform their own code management.”).

33

See SCG Comment Letter (“[T]here was also concern with respect to the fact that Login.gov is used, in many
instances, for individuals’ personal matters (e.g., Social Security). Using a single account for both personal and
public filings is likely to lead to confusion and hesitation on the part of the Section 16 filers. Such individuals
may not wish to comingle their personal matters with their public filing obligations.”).

34

Individuals will provide their email addresses on Form ID, during enrollment, and to account administrators to
identify themselves. The dashboard will display individuals’ email addresses for identification and individuals
will receive email notifications from EDGAR at their email addresses. Therefore, individuals should present to
Login.gov the email address that they intend to provide to EDGAR, that will identify them to others on
EDGAR, and that they will use to receive communications from EDGAR.

35

See amended EDGAR Filer Manual, Volume I, at section 3(a).

36

By contrast, if individuals currently have Login.gov accounts used in connection with EDGAR, they may
choose to rely upon those existing Login.gov individual account credentials.

16

email address could be the one provided to the individual by her employer or that the individual
uses for business purposes. Individuals can continue to use their Login.gov personal email
address and password for personal matters. They will separately use the Login.gov individual
account credentials they created for use on EDGAR to log into EDGAR.
Several commenters further suggested that it would be a burden on section 16 filers to
apply for EDGAR access and to enroll in EDGAR Next themselves and requested that EDGAR
permit a corporate secretary or legal personnel of a registrant to obtain EDGAR access for an
individual section 16 filer pursuant to a power of attorney. 37 In response to these comments, we
clarify that EDGAR will permit this. Individuals with individual or single-member company filer
EDGAR accounts may avoid obtaining Login.gov individual account credentials for EDGAR if
they authorize an individual at their filing agent or other third party to enroll them in EDGAR
Next and during enrollment authorize one or more individuals at these entities to act as their
account administrators. 38 For enrollment, presentation of a power of attorney for the person
performing enrollment or being authorized as an account administrator will not be necessary,
although we urge all filers to carefully coordinate regarding the person they will authorize to
enroll them. For enrollment, the codes required to be entered will act as validation of the filer’s
intent. 39

37

See, e.g., SCG Comment Letter (“We believe that the corporate secretary or legal personnel of the registrant –
with a Power of Attorney (POA) – should be able to complete the process for obtaining EDGAR access codes
or passphrases without further involvement from an individual Section 16 filer.”); XBRL II Comment Letter
(“[W]e do not believe the rule proposal adequately addresses the needs of Section 16 filers and single individual
filers will perform their own code management.”).

38

Only one individual (the individual need not be an account administrator so long as the filer authorizes the
individual to enroll) would enroll the filer, providing information about authorized account administrators
during enrollment. After enrollment, the account administrators would manage the filer’s account on the
dashboard, adding account administrators, users and technical administrators, if connecting to APIs, and
delegating authority to file, if relevant.

39

See infra text accompanying and following note 208 (the filer’s CIK, CCC, and EDGAR passphrase must be
provided to validate the enrollment request as legitimate).

17

Separately, individual or single-member company filers who apply for access on
amended Form ID may authorize one or two individuals at their filing agents or relevant
companies as their account administrators on Form ID; however, for Form ID, individual or
single-member company applicants must also provide signed, notarized powers of attorney to
those persons to be uploaded to EDGAR together with the completed Form ID. Thereafter, the
filer’s authorized account administrators would obtain individual account credentials from
Login.gov and manage the filer’s account on the dashboard. In summary, the individual or
single-member company filer would not need to obtain Login.gov individual account credentials
in these circumstances.
The commenter also expressed concerns regarding how section 16 filers and others would
navigate the multifactor authentication process when making filings. 40 As an initial matter, we
do not believe that it will be difficult for section 16 filers and other individuals to navigate the
Login.gov multifactor authentication process as it is substantially the same as the process used
by numerous financial and other websites for verification. It is therefore likely that section 16
filers and other individuals have experience in performing multifactor authentication.
Alternatively, as discussed above, section 16 filers and other individual filers may provide
notarized powers of attorney to authorize account administrators to manage filers’ accounts and
make submissions on filers’ behalf, eliminating the need for section 16 filers and other individual
filers to obtain individual account credentials or perform multifactor authentication themselves. 41

40

See SCG Comment Letter (“[Our members] expressed concerns about how registrants, Section 16 insiders, and
their filing agents would navigate the new MFA process when making filings.”).

41

See sections II.B.1 and II.B.2.

18

The commenter further raised issues surrounding the security of Login.gov. 42 The matters
raised by the commenter pertain to Login.gov’s provision of identity assurance level 2 (“IAL2”)
services, 43 which generally require gathering certain sensitive personally identifiable information
such as copies of drivers’ licenses, passports, or similar documents. EDGAR’s agreement with
Login.gov, however, is to provide identity assurance level 1 (“IAL1”) services, which do not
require presentation of such sensitive personally identifiable information. To obtain individual
account credentials from Login.gov for EDGAR, the individual need only provide her email
address, create a password, and select a multifactor authentication method. The security of
Login.gov’s provision of IAL1 services has not been called into question, and as noted above,
numerous Federal and State agencies successfully use Login.gov on an ongoing basis.
Other commenters suggested that EDGAR provide filers with the option to continue to
use a password and CCC instead of Login.gov during a transition period to EDGAR Next. 44 In
response to these comments, we clarify that from March 24, 2025 to September 12, 2025,
EDGAR will continue to allow submissions to be made when the password and CCC are
presented. One commenter asked that the Commission allow section 16 filers to continue to log

42

See SCG Comment Letter (“Given that the security of Login.gov has been questioned by Congress and the
Internal Revenue Service has expressed reservations about using the platform, the Commission should not
mandate Login.gov as the sole platform that registrants and their Section 16 filers may use for multi-factor
authentication.”).

43

See “GSA Misled Customers on Login.gov’s Compliance with Digital Identity Standards,” Press Release,
Office of the Inspector General, U.S. General Services Administration, available at
https://www.gsaig.gov/content/gsa-misled-customers-logingovs-compliance-digital-identity-standards (“GSA
knowingly billed IAL2 customer agencies over $10 million for services, including alleged IAL2 services that
did not meet IAL2 standards.”)

44

See, e.g., Comment Letter of Donnelley Financial Solutions (May 8, 2024) (“DFIN II Comment Letter”) (“[W]e
encourage the Commission to consider supporting the current authentication method for an overlapping period
of time as an alternative during the EDGAR Next roll out. This will help with the transition and minimize
market disruption.”); SCG Comment Letter (“We agree with DFIN’s suggestion that registrants and their
Section 16 filers should be allowed to use current authentication methods during the transition to EDGAR Next
to minimize disruptions or filing delays.”)

19

into EDGAR under the existing process for six months after enrollment ends. 45 We are offering
the legacy filing process for six months from March 24, 2025 through September 12, 2025,
during which time filers may also enroll. In addition, we are allowing filers to continue to enroll
on the dashboard for an additional three months after the compliance date. 46 The 12 months that
precede compliance, consisting of six months to prepare for the changes and six months to enroll
while legacy filing processes continue, plus an additional three months after compliance to
enroll, effectively operate as a phased-in implementation of the new requirements, and permits
filers multiple means of accessing EDGAR, while they coordinate with their filing agents and
other relevant parties regarding how they will manage their accounts, and ensures timely
compliance. 47 We considered comments regarding offering the legacy filing process beyond the
transition period, but we determined that doing so would increase the risk of EDGAR security
issues arising by delaying the implementation of, among other things, multifactor authentication
and individual account credentials. 48
Several commenters suggested that filers should have the option to use alternatives to
Login.gov as technology evolves. 49 Another commenter requested alternatives to Login.gov in

45

See SCG Comment Letter (“We also ask that the Commission consider allowing all Section 16 filers to continue
to use the existing EDGAR system for an additional six months after the enrollment period ends, so they do not
miss any deadlines while the enroll in EDGAR Next.”) (emphasis in original).

46

Further, the commenter appeared to base the comment in part upon the assumption that there would be a onemonth preparation period prior to enrollment in EDGAR Next. Instead, the Commission is offering filers a sixmonth preparation period which we believe will allay the commenter’s expressed concerns.

47

See SCG Comment Letter (“[t]he Commission has prudently provided phased-in implementation for other rules,
such as for XBRL tagging and the Form 8-K cybersecurity incident disclosure rules, and we believe that a
phased-in approach makes sense given the hundreds of corporate directors who may have to obtain Login.gov
accounts and then enroll through the EDGAR Next dashboard.”).

48

In addition, it is not technically feasible for EDGAR to extend legacy filing processes for one subset of filers.

49

See DFIN II Comment Letter (“We continue to believe that Edgar filers should have the optionality to use
alternatives to Login.Gov as technology offerings evolve.”); Comment Letter of the Investment Company
Institute (September 11, 2024) (“ICI Comment Letter”).

20

the event the service is unavailable but did not suggest what alternatives were appropriate. 50
Another commenter approved of the choice of Login.gov. 51 Login.gov is a secure Federal sign-in
service that aligns with the modern security practices set forth in the executive order and follows
the digital identity guidelines for Federal agencies issued by NIST, as indicated above. Using a
single secure sign-in service strengthens the ability of Commission staff to monitor, identify, and
address login issues related to EDGAR. It also increases efficiency in terms of EDGAR and filer
programming, maintenance and customer support and ensures that individuals attempting to
access EDGAR are able to achieve similar experiences in the login process. Moreover, we are
not aware of any recurrent Login.gov outage issues that necessitate implementing additional
Federally accepted tools. If in the future it is possible to meet the Commission’s goals of
individual traceability and multifactor authentication with improved alternative technology, that
technology will be considered as appropriate. EDGAR will be able to substitute or add other
methods of obtaining individual account credentials and completing multifactor authentication if
it is beneficial to do so. If the Commission determines to change or add methods of
authentication to EDGAR, we would inform filers in advance and specify the changes in the
EDGAR Filer Manual.
Some commenters raised concerns that requiring individual account credentials for
EDGAR access could be burdensome and confusing in specific situations, such as where

50

See SCG Comment Letter (“There will be busy filing periods, such as 40 days after the end of a fiscal quarter
when larger companies make their periodic filings, where it would be helpful to have alternative platforms for
authentication in case Login.gov is not available.”).

51

See Toppan Merrill Comment Letter (“Login.gov is a good choice for EDGAR access since it was created and
is maintained by the federal government. It is already utilized by other government agencies and some public
users.”).

21

individuals sit on multiple boards of different issuers, or an individual retires or is terminated. 52
The use of individual account credentials and multifactor authentication is a widely used account
management process. While we acknowledge that requiring individual account credentials
imposes some additional burden in that it interposes a new step in the EDGAR access process,
we do not believe that requiring individual account credentials will be unduly burdensome or
confusing because the use of individual user permissions is a standard practice in software
applications and computer systems. Moreover, certain examples cited by commenters appear to
stem from some confusion regarding dashboard authorization as it pertains to individual account
credentials.
Several commenters raised concerns about specific scenarios involving individual
account credentials, such as when an individual the filer has authorized to act on her behalf
retires or is terminated, 53 or when an individual sits on multiple boards. 54 In the first scenario, an
account administrator would be able to remove the authorization of an individual on the
dashboard, at which point the individual could no longer use her individual account credentials
to access the filer’s account. In the second scenario, an individual who sits on multiple boards
would be able to make submissions on any of her EDGAR accounts in several different ways.
First, the individual need not obtain Login.gov individual account credentials or interact with the
dashboard at all if she authorized one or more individuals employed at her filing agents or other
relevant companies as her account administrators (up to a total of 20) with notarized powers of

52

See, e.g., XBRL II Comment Letter (discussing situations involving individual filers who sit on multiple boards
of different issuers); Comment Letter of Workiva (November 20, 2023) (“Workiva Comment Letter”) (noting
that individual account credentials must be managed at an individual level, which could cause problems for
filers if individuals retire or are terminated).

53

See Workiva Comment Letter.

54

See XBRL II Comment Letter.

22

attorney, as discussed above. Second, she could log into the dashboard and delegate to her filing
agents and other relevant companies the authority to make submissions on her behalf. Third, the
individual could log into the dashboard and authorize account administrators or users of her
choice to make submissions on her behalf. Fourth, she could be her own account administrator or
user and log into the dashboard with her individual account credentials and make submissions.
We further note that for enrollment, she can authorize individuals as her account administrators
without presenting a notarized power of attorney, although we advise section 16 and other filers
to carefully plan whom they authorize to enroll them in EDGAR Next. Once a filer has
authorized account administrators, the account administrators would make submissions on the
filer’s behalf and otherwise manage the account and perform annual confirmation. Given these
various options and solutions, we do not believe that the final amendments’ requirements are
onerous.
Commenters also asserted that individual account credentials would not guarantee
EDGAR security, since for example individuals could intentionally share their individual
account credentials with unauthorized persons or EDGAR could be otherwise compromised. 55
We acknowledge that requiring individual credentials will not entirely remove threats to EDGAR
security, but mandating such credentials will improve the overall security of the EDGAR system.
For example, even if the individual account credentials were shared, Commission staff and filers
would know whose credentials were shared. Moreover, the use of individual account credentials
that employ multifactor authentication complies with current best practices for information

55

See, e.g., Workiva Comment Letter (stating that delegated entities may try to share individual account
credentials for a single individual among various employees at the delegated entity); XBRL II Comment Letter
(noting that multifactor authentication would protect the Filer Management dashboard but would not stop
malicious entities who somehow obtained the filer’s filer API token and user API token from using those
tokens).

23

security at U.S. Federal agencies, such as those described in the executive order and the NIST
digital identity guidelines.
Individual account credentials will enhance the ability of filers to securely maintain
access to their EDGAR accounts. 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 should enable Commission staff and those
with filing obligations to determine more easily the individuals making specific filings on
EDGAR, because the person-specific nature of the credentials coupled with the individual’s
multifactor authentication will identify individuals associated with EDGAR actions--unlike
access codes, which are tied to a particular EDGAR account rather than to an individual. 56
Linking individuals to the filings they make will be particularly useful for Commission staff and
filers when problematic filings are made on EDGAR and will enhance the security and integrity
of the system. Thus, for example, without individual account credentials, if an EDGAR filing is
submitted that appears on its face to be materially misleading, Commission staff and the filer
may confer about the contents of the filing, but it may be difficult for them to ascertain who
submitted it given that the filer may have widely shared its access codes.
To address the concern that security may be compromised by individuals intentionally
sharing their individual account credentials with unauthorized persons, 57 we are amending the
EDGAR Filer Manual to clarify that individual account credentials may not be shared with other
individuals. The Commission intends that individual account credentials identify the individual
who takes action on EDGAR and sharing of credentials defeats that goal. In addition, the sharing

56

See amended EDGAR Filer Manual, Volume I, at section 3(a).

57

See, e.g., Workiva Comment Letter (stating that delegated entities may try to share individual account
credentials for a single individual among various employees at the delegated entity).

24

of individual account credentials among multiple individuals undermines the purpose of
multifactor authentication, which is intended to be specific to a known individual.
Use of individual account credentials also will provide additional assurance that only
individuals who have been properly authorized by the filer can take actions on the filer’s behalf
on EDGAR. Currently, filers’ interactions with EDGAR require the use of several codes.
Because individual account credentials will be used to authenticate individuals accessing
EDGAR pursuant to Rule 10 as amended, the EDGAR password, password modification
authorization code (“PMAC”), and passphrase will not be needed to make submissions after the
compliance date, as discussed in section II.H. 58 The historic use of several codes with differing
functions is not in accord with current industry best practices. The use of individual account
credentials aligns more closely with modern access processes, including multifactor
authentication, as set forth in the executive order and the NIST guidelines discussed above.
The CCC will continue to function as the code required for filing, but those seeking to
make submissions will also need to sign in with individual account credentials, complete
multifactor authentication, and be authorized by the filer or an account administrator for the filer.
Because of these additional safeguards, the filer’s CCC will be displayed on the dashboard for
account administrators and users.
One commenter suggested eliminating the CCC as unnecessary given the requirement to
authorize individuals through the dashboard. 59 In addition to dashboard authorization, EDGAR
will continue to require the CCC to provide additional security, for example, to complement API

58

Filers enrolling during the three-month period after the compliance date will be required to present the CIK,
CCC, and passphrase to complete enrollment.

59

See Comment Letter of the Securities Industry and Financial Markets Association (“SIFMA Comment Letter”)
(“[I]t would seem that by granting authority to the agent through EDGAR Next, there would not be a need for
the CCC.”).

25

tokens, as well as to avoid the need to make additional infrastructure and form changes to
EDGAR at this time. To maintain the CCC in a secure environment and remove the need for a
filer to email or circulate the CCC, the CCC will appear on the dashboard of individuals
authorized to make submissions for the filer. 60 The CCC may be eliminated in the future if
feasible from a technical and security standpoint.
One commenter indicated that certain Login.gov multifactor authentication methods are
restricted in certain countries. 61 While we understand that not all the methods for multifactor
authentication on Login.gov may be available to those in certain countries, we note that
Login.gov offers individuals several different authentication methods, including a security key,
certain Federal Government employee or military cards, authentication applications, biometric
(face or fingerprint) verification, text message/SMS or telephone call, and backup codes. Further,
there are several authentication applications accepted by Login.gov. 62 Individuals need only
choose one method available to them. Therefore, we expect that filers in such countries will be
able to choose an alternative method on Login.gov to satisfy the multifactor authentication
requirement.
Another commenter asserted that in lieu of individual account credentials and multifactor
authentication, as contemplated in the Proposing Release, Login.gov should allow EDGAR

60

Specifically, this will include the filer’s account administrators, users, delegated administrators, and delegated
users.

61

See SCG Comment Letter (“In addition, some features of Login.gov (e.g., text or voice MFA options) are
restricted in certain countries, which could impose an added burden on filers based outside the United States.”).

62

Current Login.gov authentication applications include Android and iOS options (Google Authenticator, Authy,
LastPass, 1Password), Windows and Mac apps (1Password and OTP Manager), and Chrome extensions
(Authenticator). See generally Login.gov, Authentication Options at https://www.login.gov/help/getstarted/authentication-options/.

26

authentication via EDGAR Next API keys. 63 API keys alone, however, do not provide the
security assurances of multifactor authentication.
B.

Individual Roles: Account Administrator, User, Technical Administrator

Paragraph (d)(2) of Rule 10 as proposed and adopted requires each filer 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,
unless the filer is an individual or single-member company, 64 in which case the filer will be
required to authorize and maintain at least one individual with individual account credentials as
an account administrator. 65
Account administrators, acting on behalf of the filer, may authorize and de-authorize
individuals with individual account credentials as users, additional account administrators, or
technical administrators for the filer, as needed, using the dashboard (or the optional APIs that
will enable filers to access much of the dashboard’s functionality via machine-to-machine
connections). 66 This process is illustrated in diagram 1 below.

63

See Block Transfer Comment Letter (“[W]e respectfully submit to the Commission that Login.gov might
present material benefits to issuers if it replaced the proposed security interface using EDGAR Next API
keys.”).

64

As defined in amended Rule 11 and amended Form ID, a “single-member company” will 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).

65

Minor revisions to paragraph (d)(2) as proposed were made to the paragraph as adopted to clarify that each
individual or single-member company electronic filer must authorize and maintain at least one individual as an
account administrator to manage its EDGAR account.

66

See the EDGAR Next page on SEC.gov for guidance regarding actions on the dashboard.

27

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, because account administrators can perform all the functions of a user
themselves, including making submissions on EDGAR. Analogous roles will exist at delegated
entities. The key functions that could be performed by each role are illustrated in diagram 2
below.
Diagram 2: Key Functions for each Role

Role
Account
Administrator
User

Manage
account
administrators,
Submit
users, technical
filings, Generate/ administrators,
view
change
and delegated
CCC
CCC
entities
X
X
X
X

Delegate
to
another
filer
X

Manage Manage
Manage
filer
user
delegated
API
API
users
token
token
X
X

28

Technical
Administrator

X

Delegated
Administrator

X

Delegated
User

X

1.

X

X
X

Account Administrators

Paragraphs (d)(4), (5), and (6) of Rule 10 as proposed and adopted require that the filer,
through its account administrators, maintain accurate and current information on EDGAR
concerning the filer’s account and confirm such information annually, and securely maintain
information relevant to the ability to access the filer’s EDGAR account, including but not limited
to access through optional APIs. Commenters broadly supported the implementation of account
administrators to manage filers’ accounts, 67 although commenters raised concerns about specific
issues as discussed below.
Under EDGAR Next, each filer will be responsible, through its account administrators,
for the security of the filer’s EDGAR account and the accuracy of the filer’s information on
EDGAR. Account administrators will manage the filer’s account on the dashboard or through
optional APIs replicating most dashboard functionality in machine-to-machine connections. The
filer will be required, through its account administrators, to perform annual confirmation on the
dashboard. Account administrators will also be able to use the dashboard or optional APIs to add
and remove users, account administrators and technical administrators (including removing
themselves as an account administrator); create and edit groups of users; delegate filing authority

67

See, e.g., Cory I Comment Letter (“One of the cornerstones of EDGAR Next is the requirement for filers to
designate account administrators…. In an era of machine-driven manipulation, this human oversight is crucial
for detecting and preventing illicit activities.”); Toppan Merrill Comment Letter (“Yes, a required account
Administrator [sic] role is necessary for every filer (every CIK). Ideally two Administrators [sic] should be
required.”).

29

to other EDGAR accounts and remove delegation; generate a new CCC; and receive
notifications regarding significant events affecting the account (notifications will also be emailed
to the account administrator’s email address provided to EDGAR). Further, account
administrators will be able to make submissions on behalf of the filer on EDGAR, which will
allow filers to manage their accounts and make submissions through a limited number of
individuals, if they choose. Each account administrator will be co-equal, possessing the same
authority and responsibility to manage the filer’s EDGAR account. All actions required to be
performed by account administrators can be performed by any of them individually and will not
require joint action.
In addition, account administrators will serve as the points of contact for questions from
Commission staff regarding the filer’s account. 68 One commenter suggested that existing filers
with a single EDGAR point of contact for information, inquiries, and access codes (“EDGAR
POC”) typically rely upon legal staff, whereas under EDGAR Next those filers may choose to
authorize, for example, services staff as account administrators. 69 The commenter stated that the
EDGAR POC for existing filers should be automatically enrolled as a “super administrator” for
the filer and notified regarding significant events affecting the account. 70 Because filers may
wish to designate a single account administrator as a primary EDGAR POC, EDGAR will offer
an option to allow account administrators to designate one account administrator as the filer’s
EDGAR POC. EDGAR will by default designate the first account administrator listed on Form

68

Technical administrators will serve as the Commission staff’s points of contact regarding the filer’s use of the
APIs. See infra section II.B.3.a.

69

See Workiva Comment Letter (“The current POC is likely a different type of staff, such as legal staff, from the
administrators who are likely to be reporting or services staff.”).

70

See Workiva Comment Letter (“We further suggest automatically enrolling the current POC as super
administrator. The super administrator should be contacted before any severe action on the EDGAR account is
taken, such as account deactivation.”).

30

ID or an existing filer’s enrollment as the filer’s EDGAR POC. The filer, through its account
administrator, may change its EDGAR POC thereafter on the dashboard. Commission staff may
contact the filer’s other account administrators if, for example, the EDGAR POC cannot be
reached or is nonresponsive. The EDGAR POC will not be a “super administrator,” as suggested
by the commenter, however, and each account administrator will have co-equal authority to take
action on EDGAR as well as to receive notices of actions on the filer’s account. Other than
acting as a central point of contact, the EDGAR POC will not differ in any other respect from
other account administrators.
Several commenters stated that the dashboard should provide a mechanism for authorized
users or other interested parties to easily identify and contact the filer’s account administrators. 71
The dashboard will be enhanced to provide this functionality. In this regard, account
administrators will also serve as points of contact for technical administrators, users and
delegated entities.
a.

Filer Authorization of Account Administrators

As proposed and adopted, applicants for EDGAR access will designate on amended Form
ID the individuals that the filer authorizes as account administrators. 72 Pursuant to paragraph
(d)(1) of Rule 10 as proposed and adopted, the filer can only authorize individuals as account
administrators if those individuals obtain individual account credentials in the manner specified
in the EDGAR Filer Manual. We are adopting the amendments to Form ID largely as proposed,
as discussed in section II.F.3. In response to commenter concerns, however, it will not be

71

See, e.g., XBRL II Comment Letter (“There should be a mechanism in the filing management dashboard where
the company (e.g. technical admin) can identify and contact their administrators...”); Workiva Comment Letter
(“[A] a user may not necessarily know who the administrators are to contact. We suggest adding a “Contact
Administrator” function in the EDGAR Dashboard to facilitate.”).

72

A separate process of enrollment will be employed to transition existing filers, as discussed in section II.H.

31

necessary for Form ID to be completed or submitted by one of the applicant’s prospective
account administrators, as contemplated in the Proposing Release. This change will allow a filer
to choose who will complete and submit Form ID so long as the filer complies with the
continued requirement that the form be signed by the filer’s authorized individual, as that term is
defined in Rule 11 of Regulation S-T and Volume I of the EDGAR Filer Manual, and that the
signature is notarized. Additionally, given commenter concerns that asset-backed securities
(“ABS”) issuing entities that make “Request Asset-Backed Securities (ABS) Issuing Entities
Creation” submissions (“ABSCOMP” submissions”) should have their account information
automatically copied to any serial companies, EDGAR will allow for new serial companies
requested to be created via the ABSCOMP process to automatically inherit all dashboard
information associated with the ABS issuing entity that made the ABSCOMP submission.
Consistent with current requirements, an applicant must complete Form ID and
electronically submit it, and also upload a copy of the completed Form ID signed by an
authorized individual of the applicant with the signature notarized. As a departure from what we
contemplated in the Proposing Release, it will not be necessary for Form ID to be completed or
submitted by one of the applicant’s prospective account administrators. Some commenters were
concerned that requiring an account administrator to complete and submit Form ID would be
burdensome and unnecessarily restrictive. 73 We understand that providing flexibility in terms of
who completes and submits Form ID will facilitate the application process.
As contemplated in the proposal, entity applicants will be able to authorize as account

73

See, e.g., Comment Letter of Donnelley Financial Services (November 21, 2023) (“DFIN Comment Letter”)
(“[In addition to account administrators,] any “User” should also be allowed to submit a Form ID. The account
administrator(s) might be busy, unavailable, or decide it’s a menial task.”); Workiva Comment Letter (“[I]t is
not necessary to require an account administrator to submit the Form ID. A user should also be able to submit
the Form ID. The Form ID is already required to be signed and notarized by authorized personnel…. A user is
adequate for submission.”).

32

administrators either (i) individuals employed at the filer or an affiliate of the filer or (ii) any
other individual provided the filer submits a notarized power of attorney authorizing that
individual to be its account administrator. 74 Individual applicants will be able to authorize as
account administrators either (i) themselves or (ii) any other individual provided the filer submits
a notarized power of attorney authorizing that individual as account administrator. Commenters
provided mixed feedback on this issue, with one supporting the notarization requirement as
contemplated in the proposal; another advancing that the requirement should not apply to
employees of affiliates; and another expressing concern that the notarization requirement as a
whole would be unduly burdensome. 75 Although we acknowledge the added time and effort
required to obtain a notarized power of attorney, the process is relatively straightforward,
analogous to the current process of notarization of the authorized individual signature on Form
ID, and not unduly time consuming. Moreover, the process will provide greater assurance that a
filer indeed intends to authorize an individual not employed at the filer or an affiliate of the filer
to manage the filer’s EDGAR account. We therefore are implementing the notarized power of
attorney requirements as proposed, and the amended Form ID and EDGAR Filer Manual will
reflect those requirements.
A commenter questioned why the requirement to present a notarized power of attorney to
authorize an employee of an entity other than the filer as account administrator on Form ID is
needed when authorization of additional account administrators through the dashboard does not

74

The amended EDGAR Filer Manual specifies that an “authorized individual” must sign a power of attorney on
behalf of the filer in this context. See amended EDGAR Filer Manual, Volume I, at section 3.

75

See, e.g., Toppan Merrill Comment Letter (“We support the proposal to have the initial account administrator
require a notarized power of attorney, if applicable.”); DFIN Comment Letter (“[I]f the account administrator is
an employee of the filer’s affiliate, they should not be required to be authenticated via a notarized power of
attorney.”); Workiva Comment Letter (“We believe that a notarized power of attorney should not be required to
add an employee of another entity as an administrator. This could significantly increase the burden for the
individual reporting owners….”).

33

require notarization. 76 The requirement to present a notarized power of attorney to authorize
individuals who are not employed at the applicant or an affiliate as account administrators on
Form ID provides Commission staff – who review each Form ID to determine whether access
should be granted – a means of confirming that these individuals are indeed authorized on behalf
of the applicant. The requirement lessens the risk that unauthorized persons will attempt to
establish or access an account by submitting a false or misleading Form ID. We did not include a
notarization requirement for account administrators added through the dashboard, because once
Commission staff grant access to EDGAR, filers are responsible, through their account
administrators, for the security of the filer’s EDGAR account and the accuracy of the filer’s
information on EDGAR. Filers can take the additional steps they determine are necessary to
comply with the Rule 10 and EDGAR Filer Manual requirements to secure their accounts.
We also received several comments regarding the authorization of account administrators
in situations unique to specific types of filers. One commenter recommended that account
administrators associated with ABS issuing entities that make ABSCOMP submissions should
automatically be copied to any serial companies created as a result of that submission, and
another commenter suggested that all account information associated with the ABS issuing entity
should be automatically copied over to the newly created serial companies. 77 Up to 100 serial
companies can be created via a single ABSCOMP submission, and we recognize that it would be
time consuming to require identical addresses, account administrators, and other information to

76

See Workiva Comment Letter (“In addition, since the power of attorney is only needed initially, and once an
administrator is added to the EDGAR Dashboard additional administrators can be added without a new power
of attorney; it seems inconsistent and somewhat arbitrary that there is a higher threshold for the first one.”).

77

See DFIN Comment Letter (“[T]he Account Administrator and information from the ABS Issuer’s Account
Administrator should be copied to the new serial account, after which, any changes can be made.”);
Cadwalader, Wickersham & Taft LLP Comment Letter (November 21, 2023) (“Cadwalader Comment Letter”)
(“For [commercial mortgage-backed securities] issuers, allowing automatic inheritance by the individual serial
trusts of all information from the depositor would be the most efficient approach.”).

34

be manually inputted for each serial company. Consequently, the ABSCOMP process will be
available in the dashboard, and new serial companies requested to be created via that process will
automatically inherit all dashboard information (e.g., contact information, account
administrators, users, technical administrators, and delegations) associated with the ABS issuing
entity that made the ABSCOMP submission. Changes to the inherited information could be made
after creation of the new serial companies. For example, individuals could be added or removed
on the dashboard by the serial company’s account administrators, while filer information such as
name, address, and State of incorporation could be updated via Company Update submissions
(“COUPDATs”), consistent with current practice.
Another commenter indicated that making the ABSCOMP process available in the
dashboard would be sufficient for ABS entities to manage the creation of new EDGAR accounts
and suggested that similar functionality should be provided for other issuers that have a structure
with multiple related parties, such as co-registrants and beneficial ownership reporting filers, to
allow them to more easily manage EDGAR accounts. 78 We have determined not to extend the
above-described ABSCOMP process to include other entities such as investment companies and
co-registrants, because ABSCOMP is unique in allowing rapid creation of multiple serial
companies via a single transaction, predicated in part upon the serial companies all being largely
identical (e.g., contact information, account administrators, etc.). In contrast, although beneficial
ownership reporting filers and co-registrants may be related parties, each of these filers typically
possesses separate filer-specific information such as name, address, and contact information.

78

See Toppan Merrill Comment Letter (“The proposed functionality for an ABS account administrator to access
the dashboard for serial companies could be utilized for other issuers who have a related structure with multiple
entities … [i]ncluding … corporate issuers with co-registrants [and] beneficial ownership reporting filers (e.g.,
144, SC 13D, SC 13G, and section 16 filers), and ABS issuers …. If the existing option to create a serial
company by the ‘ABSCOMP’ process is available in EDGAR Next functionality that will be sufficient for ABS
entities to manage creating new CIKs.”).

35

Furthermore, these filers could have separate reporting obligations (for example, beneficial
ownership reporting filers in the context of different issuers, and co-registrants in the context of
different securities offerings). Thus, in the EDGAR Next framework, each of these filers
presumably would want to authorize her own account administrators, and it would be
inappropriate to automatically assign all such filers the same account administrators. In addition,
the optional APIs being added to EDGAR Next should serve to mitigate any additional burdens
for these filers by allowing the filers to rapidly add account administrators and make other
changes as necessary, as discussed further in section II.E below.
The Proposing Release also requested comment on whether elimination of the ability of
ABS issuers to create new ABS serial companies “on the fly” when filing a 424H submission
would cause any problems, given that the EDGAR Next framework would continue to allow
ABS issuers to request creation of serial companies via ABSCOMP submissions. We received no
comments on this issue. EDGAR data indicates that ABS issuers have not used the “on the fly”
process for several years, and accordingly EDGAR will be updated to remove the ability of ABS
issuers to create new serial companies “on the fly.”
b.

Number of Account Administrators

As contemplated in the proposal, paragraph (d)(2) of Rule 10 as adopted requires filers
who are individuals or single-member companies to authorize and maintain at least one account
administrator; all other filers will be required to authorize and maintain at least two account
administrators. The maximum number of account administrators on the dashboard is 20.
Although individuals and single-member companies are only required to authorize and maintain
at least one account administrator, we encourage them to authorize additional account
administrators in the event the sole account administrator becomes unavailable to manage the
account.

36

Commenters generally supported the proposed requirement to maintain a minimum of
two account administrators, 79 although various commenters recommended technical changes or
additional clarification. One commenter sought clarification regarding whether, for singlemember companies and individuals, the required account administrator must be the single
member or individual herself. 80 Paragraph (d)(2) of Rule 10 does not require this. Filers will
have the flexibility to authorize individuals at their filing agents or other third parties as account
administrators, so long as they provide notarized powers of attorney authorizing those
individuals. Another commenter requested that an additional warning be provided when the
“single-member company” selection is made to alert the filer that she would be unable to manage
her EDGAR account if the single account administrator is not available. 81 A warning notice will
be added to the online version of Form ID as requested if the “single-member company”
selection is made. Separately, although single-member companies will only be required to have a
single account administrator, we encourage filers to authorize additional account administrators
on the dashboard as necessary (up to a maximum of 20) to ensure that an account administrator
is always available to take necessary actions.
Requiring most filers to authorize at least two account administrators will increase the
ability of filers to manage their EDGAR accounts without interruption. Thus, if an account
administrator unexpectedly resigns or otherwise ceases to be available to manage the filer’s

79

See, e.g., Toppan Merrill Comment Letter (“Yes, we believe requiring two account administrators is
appropriate.”); Workiva Comment Letter (“We believe at least two account administrators for filing entities
(other than single-member companies) is appropriate.”).

80

See Workiva Comment Letter (“For individuals and single-member companies, please clarify if the one
minimum administrator must be the individual himself or herself.”).

81

See Toppan Merrill Comment Letter (“We suggest that additional warnings are provided when the ‘singlemember companies’ selection is made. The warning should alert that access to the filer management website
will be lost if the single administrator is no longer available, which may lead to loss of ability to file on
EDGAR”).

37

account, the remaining account administrators will continue to manage the account and will be
able to authorize additional account administrators. If the account administrator who seeks to
resign is 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 example, if there are two account administrators for the account and
one unexpectedly becomes unavailable, the remaining account administrator could add another
account administrator to the account and then remove the unavailable individual. For individual
and single-member company filers, at least one account administrator will always be required
because those filers typically consist of only one individual. A dashboard limit of 20 account
administrators should be sufficient to allow for management of large accounts, while avoiding
the confusion that a larger number of account administrators might cause.
We encourage filers to authorize more than the minimum number of account
administrators, if possible, because if all account administrators for a filer cease to be available
to manage the filer’s account, the filer will be required to submit a new Form ID to authorize
new account administrators. 82
c.

Account Administrator Authorization and Removal of Users, Technical
Administrators, and Other Account Administrators

An account administrator will be able to add or remove an individual as a user, account
administrator, or technical administrator for an EDGAR account through the dashboard, as
discussed in the Proposing Release. An account administrator will “add” the individual on the

82

In this case, the filer would select the option on Form ID indicating that it had lost electronic access to its
existing CIK account. This option also encompasses other scenarios, such as when a filer loses access due to
failure to satisfy required annual confirmation requirements. See infra note 90.

38

dashboard and EDGAR will send an invitation to the individual by email and through the
dashboard (if the individual has a role for any filer on EDGAR) indicating that the account
administrator for the filer sought to add her to the filer’s account in a particular role or roles. The
individual must accept the invitation, either through the email or on the dashboard, to accept the
new role(s) and become authorized in those role(s) for the filer. The same process of invitation
both through email and the dashboard applies to all invitations, and the individual receiving the
invitation may accept via the email or the dashboard invitation.
Commenters expressed general support for notifying filers when an account administrator
removes or adds another account administrator. 83 Some commenters, however, expressed the
view that while filer notification would be appropriate, filer consent is not necessary and should
not be required. 84 In response to this point, EDGAR will be enhanced to provide notifications to
all relevant account administrators through the dashboard and by email when individuals are
added or removed from an account, or the roles for those individuals are changed. The discussion
of this matter in the Proposing Release did not indicate that filers would need to consent to these
changes, and EDGAR will not require such consent for the changes to be effective. These
notifications will allow account administrators to monitor relevant activity while minimizing the
delay that might result from approval of each individual action.
d.

Annual Confirmation

83

See , e.g., XBRL II Comment Letter (“As well as requiring a minimum of two administrators … we do think
notification is appropriate. Alerting other administrators when an administrator is added or leaves will improve
the ability for the network to react to administrator changes.”); DFIN Comment letter (“We also think that a
filer should be notified when additional account administrators are added or removed.”).

84

See XBRL II Comment Letter (“Addition without consent should be allowed, to manage emergencies that may
arise… We understand that there is still a potential risk with rogue actors at firms, but firms are managing the
risk of rogue actor employees today and should be left to manage that problem in regard to EDGAR Next.”);
Workiva Comment Letter (“We believe the filer’s consent is not necessary as long as the filer has an
administrator that will be notified and can take additional action if needed.”).

39

Paragraph (d)(4) of Rule 10 as proposed and adopted requires each filer to perform an
annual confirmation on EDGAR that all the filer’s users, account administrators, technical
administrators, and delegated entities are authorized by the filer to act on its behalf, and that all
information related to the filer reflected on the filer’s dashboard is accurate. Account
administrators will act for the filer to carry out this function. Annual confirmation will assist the
filer in tracking those authorized to file on EDGAR and will 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. In a change from what was contemplated in
the Proposing Release, in response to commenter concerns, we are extending the grace period
before account deactivation for filers that fail to timely perform annual confirmation from two
weeks (as discussed in the Proposing Release) to three months following the annual confirmation
deadline. During the three-month grace period, filers will be able to continue to make
submissions and take actions on EDGAR as usual, while account administrators will receive
notices reminding them to complete annual confirmation by the end of the grace period, as
discussed in more detail below.
To provide flexibility to filers, EDGAR will 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 falls upon a weekend or holiday when
EDGAR is not operating). An account administrator need not wait until the deadline to confirm.
An account administrator may choose to perform confirmation at an earlier date within the
quarter when confirmation is due. Further, an account administrator will be able to perform
confirmation on any date in a quarter earlier than the quarter of the current deadline, thereby
changing the quarter when confirmation is due going forward. Confirmation in an earlier quarter
will result in a confirmation deadline one year after the end of the quarter in which the early
40

confirmation occurred. For example, if a December 31 confirmation deadline were 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).
Commenters generally expressed support for account administrator performance of
annual confirmation as contemplated in the Proposing Release. 85 One commenter asserted that
annual confirmations would be overly burdensome, while two other commenters recommended
that confirmations be performed more frequently than annually, such as quarterly or every six
months. 86 We believe that annual confirmation strikes the appropriate balance of periodically
ensuring the accuracy of filers’ information in EDGAR, without unduly burdening filers and
account administrators. To facilitate the confirmation process and remind account administrators
about confirmation deadlines, as discussed in the Proposing Release, EDGAR will provide
periodic notices to account administrators both by email and on the dashboard regarding each
upcoming confirmation deadline, a notice of completion of confirmation, and numerous notices
of failure to timely confirm prior to deactivation of the account. Specifically, prior to the
confirmation deadline, EDGAR will send notices six weeks, three weeks and each of the five

85

See, e.g., DFIN Comment Letter (“The proposed annual confirmation requirement is sufficient”); Cadwalader
Comment Letter (for annual confirmation for serial trusts, “We believe that such an approach is both
appropriate and efficient.”); Toppan Merrill Comment Letter (asserting that the annual confirmation
requirement would create additional burden for filers but expressing agreement with the requirement as
proposed.).

86

Compare Block Transfer Comment Letter (“…the benefits of the security measure proposed…would outweigh
the significant burden it would impose on filers’ internal controls.”) with Comment Letter of Uchi (September
13, 2023) (requesting a “3 or 6 month renewal check for the company to ensure all administrative accounts
assigned to the company are still valid as employees incase [sic] of termination while maintaining
administrative access to said company filing permissions.”); Comment Letter of Alexander (September 15,
2023) (same).

41

business days leading up to the confirmation deadline. If filers fail to perform annual
confirmation on or before the confirmation deadline, EDGAR will send reminders to all account
administrators for the filer each business day after the confirmation deadline until expiration of
the three-month grace period. EDGAR will also offer an optional API to allow filers to
programmatically check filing credentials and upcoming confirmation deadlines.
Several commenters suggested that the Commission allow bulk annual confirmations to
be performed for related EDGAR accounts, such as accounts that share the same administrators,
users, delegations, and corporate and contact information. 87 As discussed above, related EDGAR
accounts (such as co-registrant) may often have different dashboard information, which suggests
that bulk confirmation is not appropriate given the need to separately review and confirm the
accuracy of dashboard information for each filer. 88 We are further concerned that account
administrators might inadvertently perform a bulk confirmation of hundreds of filers without
carefully reviewing each filer’s information. To ensure the accuracy of the filer’s information on
EDGAR, a filer must, through its account administrator, carefully inspect the information on the
filer’s dashboard. As a result, bulk confirmation will not be permitted. Filers may achieve
efficiencies in the confirmation process by leveraging optional APIs that will allow them to
rapidly add and remove individuals, change authorized roles, and perform delegations to ensure
the accuracy of information on the dashboard prior to performing confirmation. For example, in

87

See Cadwalader Comment Letter (“On an operational level, we do not expect individual serial trusts to have
account administrators, technical administrators, users or delegated entities that are not also performing the
same functions for the depositor, although the depositor may have certain additional account administrators,
technical administrators, users or delegated entities who are not assigned to all of the related serial trusts.
Therefore, depositor-level confirmation of its authorized parties would also encompass all individuals assigned
roles with respect to each individual serial trust.”); Toppan Merrill Comment Letter (responding to a request for
comment regarding whether bulk confirmations should be permitted by stating “Yes, affiliated filers with the
same administrators, users, delegations, and corporate and contact information should be allowed similar
functionality[.]”).

88

See supra text following note 52.

42

preparation for confirmation, a filer could view all individuals authorized to act on behalf of the
filer through an API being made available for that purpose. If updates to the roles or
authorization of individuals were needed, the filer could add and remove individuals and change
individuals’ roles through APIs being made available for those purposes.
As noted above, the Proposing Release contemplated a two-week grace period for filers
that failed to perform annual confirmation. Some commenters stated that the annual confirmation
requirement would impose a significant additional burden on filers and recommended that filers
should initially be suspended before they are deactivated, while others requested an extension of
the grace period before deactivating the filer’s access. 89 After considering these comments, we
will expand from two weeks to three months the grace period following a missed confirmation
deadline, during which the filer will be able to continue to make submissions and take actions on
the filer’s account as usual and the filer’s account administrators will receive a final series of
notices reminding them to complete annual confirmation. If no account administrator performs
the annual confirmation by the end of the three-month grace period, EDGAR will deactivate the
filer’s access and the filer will be required to submit a new Form ID application to request access
to file on its account. 90 If Commission staff grant the Form ID, the filer will continue to have the
same account number/CIK previously assigned and its filing history will be maintained. The

89

See, e.g., Workiva Comment Letter (“We strongly recommend temporary suspension over account
deactivation…. Failure to confirm annually may signal a problem occurred in the notification process rather
than the filer being no longer in control of the account…. Deactivation should only occur after six months of
suspension.”); XBRL II Comment Letter (“The annual confirmation requirement will create a significant
additional burden for filers that use a filing agent's SEC credentials, in particular for those filers who make
sporadic submissions such as Section 16 filers.… We encourage the Commission to consider imposing a
temporary 2-week suspension if the confirmation requirement is not met before deactivating and removing
information from an existing account.”).

90

In this case, the filer would select the option on Form ID indicating that it had lost electronic access to its
existing CIK account. This option would also encompass other scenarios, such as when all the filer’s account
administrators cease to be available to manage the filer’s account. See supra note 82.

43

filer’s account administrators listed on Form ID, however, will need to invite through the
dashboard, as if to a new account, additional account administrators, and any technical
administrators and users, and delegate authority to file, if relevant. Although the need to reapply
for access and in particular the need to invite account administrators, users, and technical
administrators anew will impose an additional burden on filers, failure to perform an annual
confirmation, particularly after receipt of multiple notices, could signal that the filer is no longer
managing or controlling the account. Removing individuals from the filer’s account upon
deactivation safeguards information regarding individuals whose information is 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 inquiries regarding the Form ID, the process
outlined above will prevent the new account holder from accessing the names, addresses, and
contact information of the individuals formerly associated with the account. Collectively, this
framework will provide filers that inadvertently miss their annual confirmation deadlines an
additional three months within which to perform their confirmation, during which time they will
receive multiple notices, while maintaining good account hygiene by inactivating defunct
accounts and safeguarding information regarding individuals listed in the dashboard of defunct
filers.
e.

User Groups

Largely as contemplated in the Proposing Release, the dashboard will provide
functionality to allow an account administrator to group subsets of the filer’s users into user
groups. The user group function will assist delegated entities to authorize certain of their users to
make submissions on behalf of specific filers, as explained below. By employing user groups,
the delegated administrator can add or remove the ability to make submissions for a certain filer
44

to all users in the group at once and can give specific groups of users the ability to make
submissions for certain filers, leading to efficiencies of time in managing users.
One commenter stated that EDGAR should allow multiple users to be added to a user
group simultaneously to ensure that user groups can be built quickly and efficiently. 91 As
requested by the commenter, the dashboard will be updated to permit filers to add multiple users
to a user group simultaneously. In addition, optional APIs will be provided so that filers can view
individuals in any role for a CIK, add individuals, remove individuals, and change roles for
individuals; collectively, this should facilitate the ability of filers to manage user groups.
One commenter stated that user group functionality would be improved by allowing
wildcard searches to include first and last names. 92 Accordingly, the dashboard will be enhanced
to enable first and last name wildcard searches of individuals.
2.

Users

Largely as contemplated in the Proposing Release, account administrators will be able to
authorize individuals with individual account credentials as users to make submissions on
EDGAR on behalf of the filer. 93 Account administrators and Commission staff will be able to
determine which users made which submissions; however, this information will not be made
public on EDGAR. The dashboard will allow users to generate, view, and copy user API tokens,
if using optional APIs that require presentation of a user API token; view relevant notifications
(which will also be provided to users by email); and view basic information about the filer’s

91

See Toppan Merrill Comment Letter (“The system should allow for multiple users to be uploaded at the same
time. This will ensure that users groups can be built quickly and efficiently.”)

92

See Toppan Merrill Comment Letter (“User group functionality would be improved by allowing for wildcard
searches to include first and last names. Currently, the search disregards any name after the space between the
first and last name.”).

93

Commenters were generally supportive of the user role. See comments by Toppan Merrill, DFIN, SIFMA, and
XBRL II.

45

account, including the filer’s name, CIK, CCC, corporate and contact information, as well as
contact information for account administrators. Users will not, however, be able to add or
remove individuals from the dashboard other than themselves. Users also will not be able to
generate a new CCC. Separately, users will be able to make COUPDAT submissions 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 will
be able to select the EDGAR account number (CIK) of the entity for which submissions are
being made (“login CIK”). That CIK will be reflected in the first part of the unique identifier
associated with each submission (the “accession number”). 94 Users will be able to change their
login CIK at any time to any other account for which they are authorized.
a.

Becoming Authorized as a User

An account administrator can “add” an individual through a dashboard function that will
generate an invitation to the individual to be a user for the filer’s account. Prospective users will
receive email invitations from EDGAR and, if the prospective user has a role for any EDGAR
account, a notification of the invitation will appear on the prospective user’s dashboard. The
individual must accept the invitation, through either the email or dashboard invitation, to become
a user. As noted, the same process of invitation and acceptance both through email and the
dashboard applies to all invitations.
One commenter suggested the addition of functionality to allow filers to directly
authorize their financial advisers (i.e., registered representatives of broker-dealers) to act as

94

An accession number is a unique identifier assigned automatically to EDGAR submissions for tracking and
reference purposes. The first 10 digits are intended to represent 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).

46

users. 95 Although there are additional requirements related to the authorization of third parties as
account administrators on Form ID, those requirements will not apply to users. 96 Account
administrators will be able to authorize any individual with Login.gov credentials as a user,
therefore, for example, account administrators will be able to authorize financial advisers as
users to make submissions on the filer’s behalf.
b.

Number of Users

There will be no minimum number of users because account administrators will be able
to make submissions on behalf of the filer. We are setting the maximum number of users per filer
on the dashboard at 500, as proposed.
The Proposing Release discussed a maximum of 500 users per filer, based in part on
feedback received from commenters on the 2021 Request for Comment. One commenter that
responded to the 2021 Request for Comment conducted a filer survey that indicated that 4% of
the filers it surveyed would be interested in authorizing 20 or more users, up to a maximum of
150 users per filer. 97 In response to the 500-user limit contemplated in the Proposing Release,
one commenter agreed that a limit of 500 users would be sufficient. 98 In contrast, one commenter
suggested that the limit should be increased but did not provide a specific number, while another
suggested that the limit should be tripled to 1500 users per filer on the grounds that doing so

95

See SIFMA Comment Letter (“We recommend that the SEC provide functionality that would allow retail
clients to directly authorize their financial advisers (i.e., registered representatives of the broker-dealer) to act as
a ‘user’ for the sole purpose of filing the Form 144s.”).

96

See supra note 75 and accompanying and following text (discussing notarization requirements for individuals
who are not employed at the filer or an affiliate of the filer).

97

See Workiva Comment Letter (November 30, 2021) (“Based on the survey we conducted, about 1% of
respondents indicated their plan to set up as high as 10-30 account administrators, while 4% indicated 20-150
users.”).

98

See XBRL II Comment Letter (“We believe that the limit of 500 authorized users per filer is sufficient.”).

47

would “accommodate larger entities.” 99 We believe that a maximum of 500 users per filer on the
dashboard should be sufficient to accommodate sophisticated filers making a large number of
varied filings. 100 Five hundred users is more than three times the high-end number cited in the
commenter survey conducted in connection with the 2021 Request for Comment, and was
deemed to be sufficient by an industry membership organization. 101 Moreover, filers will be able
to more efficiently and rapidly make submissions through optional APIs, mitigating the need to
have more than 500 users per filer. 102
3.

Technical Administrators

Paragraph (d)(3) of Rule 10 as adopted and largely as proposed requires filers that opt to
connect to the EDGAR APIs to authorize, through their account administrators, at least two
technical administrators to manage the technical aspects of a filer’s connection to the APIs,
unless the filer arranges to use its delegated entity’s API connections and the delegated entity is
in compliance with the requirement to authorize at least two technical administrators. We
anticipate that the role of technical administrator could be filled by someone with a primarily
administrative background because the requirements of the role are to generate and provide filer
API tokens and to manage the filer’s connections to APIs. We are not requiring that the technical
administrator role be filled by software developers or other technically expert staff; rather, the
technical administrator should have a basic understanding of API processes and be available to
communicate with Commission staff and the filer’s developers or other technical experts

99

See Toppan Merrill Comment Letter (“Additionally, EDGAR Next should allow an organization to add more
than 500 authorized users, as needed.”); DFIN Comment Letter (“To accommodate larger entities, we suggest
an increase to the authorized user limit from 500 to 1,500.”).

100

In the future, if it seems that there is a need for additional users to be added, the limit on the number of users
may be reevaluated.

101

See supra notes 97-98.

102

See generally section II.E.

48

expeditiously, in addition to generating and managing the filer API tokens.
Commenters generally indicated support for adding a technical administrator role as
beneficial to help manage a filer’s connection to APIs. 103 One commenter suggested that it saw
“material problems” with the role of technical administrator but did not enumerate what those
problems were. 104 The commenter suggested Congressional consideration regarding creation of a
“unified, government-wide platform that ensures robust authentication and streamlined
management of API interaction for various Federal services, including EDGAR.” 105 We note that
such an undertaking is outside the scope of this rulemaking.
We are adopting paragraph (d)(3) of Rule 10 with a modification to permit a filer to use
the API connections and filer API tokens of its delegated entity (as long as that delegated entity
is in compliance with the requirement to authorize at least two technical administrators); and a
filer that does so will not be required to authorize at least two technical administrators and
generate a filer API token itself. 106 The relevant individual at the filer interacting with the API,
however, must present a valid user API token to the API if the relevant API requires presentation
of a user API token, to allow identification of the individual taking action on EDGAR. To
accommodate this change and to better reflect the technical connection of filers to the optional

103

See Toppan Merrill Comment Letter (“[We] believe a technical administrator role is beneficial to help manage a
filer’s use of APIs.”); Workiva Comment Letter (“[W]e agree with the option to have a technical administrator
role for those who wish to utilize IT support to manage API tokens …. .”).

104

See Block Transfer Comment Letter (“We respectfully submit . . . an innovative approach . . . because(i) the
role of technical administrator has material problems and (ii) other Federal agencies require machine-tomachine data submission from the private sector, most generally from financial services firms.”).

105

See Block Transfer Comment Letter (“We respectfully submit ... an innovative approach … [that] envisages a
unified, government-wide platform that ensures robust authentication and streamlined management of API
interactions for various Federal services, including EDGAR…. For these reasons and more, we respectfully
submit … that a brief Congressional consideration is in order to ponder the creation of a report as to the
strengths and weaknesses a unified Login.gov machine-to-machine authentication system may bestow upon on
our cybersecurity interests both domestically and abroad….”).

106

See generally section II.C.6.

49

APIs, paragraph (d)(3) of Rule 10 will refer to filers that “connect to” APIs rather than filers that
“use” APIs. This option is being offered for filers who would like their account administrators
and users to be able to interact with the APIs directly, but who do not wish to undertake the
expense to connect to the APIs and authorize technical administrators. 107
a.

Authority of Technical Administrators

A technical administrator will issue and deactivate filer API tokens required to connect to
the optional APIs. Technical administrators will also serve as points of contact for questions
from Commission staff regarding the filer’s connections to the APIs and will receive relevant
notifications on the dashboard and by email, such as reminders regarding upcoming expiration
dates for filer API tokens.
Two commenters suggested that the technical administrator and account administrator
roles could be filled by the same person. 108 As discussed in the Proposing Release, a filer will
have the option of designating the same individual to serve as both its technical administrator
and account administrator, but the filer may also choose to authorize different individuals to
serve in these roles provided those individuals possess individual account credentials obtained in
the manner specified in the EDGAR Filer Manual.
b. Becoming a Technical Administrator
To authorize an individual as a technical administrator, an account administrator will add

107

108

As set forth in paragraph (d)(3) of Rule 10, filers who do not want their account administrators or users to
generate user API tokens could alternatively allow their delegated entities to make submissions on their behalf
through APIs, and individuals at the delegated entities would present their own user API tokens to make
submissions.
See Workiva Comment Letter (“[W]e believe that the administrator and the technical administrator can be the
same person and would likely be most of the time.”); XBRL II Comment Letter (“We do not understand the
difference between a technical administrator and an account administrator. The addition of a technical
administrator role may further complicate the process. It could be useful if this role were optional and could be
combined into the account administrator if the company chose to, for example if the account administrator
could generate the filer token.”).

50

the individual in that role on the dashboard, triggering an invitation to the individual. The
prospective technical administrator will receive the invitation by email, and, if the individual
already has a role for any EDGAR account, on the dashboard. The prospective technical
administrator must accept either the dashboard or the email invitation to become authorized as a
technical administrator.
c.

Number of Technical Administrators

Paragraph (d)(3) of Rule 10 as proposed and adopted will require filers that choose to
connect to an API to authorize, through its account administrators, at least two technical
administrators. In a change to what was proposed, however, paragraph (d)(3) of Rule 10 will not
impose a requirement to authorize at least two technical administrators if the filer arranges to use
its delegated entity’s API connections and filer API tokens and the delegated entity is in
compliance with the requirement to authorize at least two technical administrators. Further, while
the Proposing Release indicated that filers would be able to authorize a maximum of 10 technical
administrators, in response to requests from commenters, the maximum number of technical
administrators will be increased to 20.
One commenter generally supported the designation of at least two technical
administrators for filers connecting to APIs. 109 Two commenters generally supported the
minimum of two technical administrators for companies, but asserted that only one technical
administrator should be required for individuals and single-member companies, in order to
parallel the minimum number of account administrators needed for those entities. 110 One

109

See Toppan Merrill Comment Letter (“[A] minimum of two technical administrators should be required to
manage a filer’s APIs….”)

110

See Workiva Comment Letter (“[I]ndividuals or single-member firms should have the option to handle
everything directly without involving an additional party. The requirement of at least two technical

51

commenter stated that “requiring two technical admins presents many material legal, efficiency
and operational risks,” but did not specify the anticipated risks or how many technical
administrators would be sufficient to address those anticipated risks. 111 We believe that requiring
a minimum of two technical administrators for filers that choose to connect to optional APIs will
increase the likelihood that Commission staff can contact one of the filer’s technical
administrators and reduce the chance of disruption of API connections. We believe that larger
filers and filing agents using APIs should have sufficient staff to authorize two technical
administrators. In addition, if individuals and single-member companies choose to connect to
APIs, we anticipate that they will either employ filing agents, use their delegated entities’ API
connections, or otherwise have available staff to comply with the paragraph (d)(3) requirement
of Rule 10 to authorize at least two technical administrators.
As noted, as a departure from what was contemplated in the Proposing Release, a filer
may use its delegated entity’s filer API tokens and API connections if the delegated entity is in
compliance with the paragraph (d)(3) requirement of Rule 10 to authorize two technical
administrators. The filer must delegate authority to file through the dashboard and coordinate
with the relevant delegated entity to use the delegated entity’s API connections and filer API
tokens, and the individual at the filer making the submission must present her own user API
token to the API, if the relevant API requires presentation of a user API token. This change will
obviate the need for filers to create their own API connections and authorize their own technical
administrators should they want their account administrators and users to make submissions and

administrators would impose the need to involve a second person purely for the purpose of using software to
file.”); DFIN Comment Letter (“We think the technical administrator minimum requirements should parallel the
account administrator minimum requirements.”).
111

See Block Transfer

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A428334b97680e485. Public record. Not legal advice.