The SEC outlined three phases of readiness
Compliance with this rule provides some potentially challenging considerations for ’40 Act filers, particularly those with many CIKs (Registrants or Filers) and a decentralized structure for meeting compliance requirements. For example, one department might handle registration filings and another compliance filings.
Communication is a key factor in successfully complying with the new EDGAR Next requirements. When a registrant (CIK) enrolls in EDGAR Next, the CCC for that CIK automatically changes. That new CCC will need to be communicated to all parties that need it for filing. Alternatively, if you delegate to a third-party CIK, users of that third party can obtain your updated CCC by going to the EDGAR Next Filer Management Dashboard. This eliminates the need to send updated CCCs through email.
We recommend waiting for a quiet period between filings to enroll, to help ensure that no filing deadlines are jeopardized. Also, keep in mind that while the CCC will no longer be sufficient to authorize a filing once we enter the “Comply” phase of EDGAR Next, it will still be a required field for all submissions.
Questions to ask before enrolling:
If so, it may be best to wait to enroll until there is a lull in filings. Alternatively, after enrollment, an account administrator has the ability to change the CCC back to what it was prior to enrollment by creating a “Custom CCC” in the Filer Management Dashboard. Additionally, an account administrator should delegate to any CIKs that will require authorization to file under EDGAR Next. The Toppan Merrill CIK to delegate to is 0001104659.
Consider filing agents, outside counsel, fund administrators, and other internal stakeholders. Each of these entities will require the new CCC. Additionally, if these entities will continue filing once the EDGAR Next “Comply” phase begins in September, then one of the following must occur:
- Delegation to the entity (CIK) that will handle the filing
- Making individuals at the entity users for the given CIK
- Making individuals at the entity account administrators for the given CIK (up to 20 account administrators are allowed per CIK).
If none of the above actions are taken, the entity responsible for filings under that CIK will essentially be “blind” in the EDGAR Next world. If the CCC has changed, the entity will not have access to it, and even if they have an updated CCC, starting September 15, they will no longer be able to file unless they are authorized as a User, an Account Administrator, or a Delegated Entity.
As a filer, you’ll want to enroll soon to ensure your registrants are successfully set up on EDGAR Next prior to the Sept. 15 compliance deadline. On the day you enroll, be sure to delegate to the Toppan Merrill CIK 0001104659. To help ensure a smooth transition, our team has put together comprehensive documentation on our Getting Started with EDGAR Next Filing page.
Here are a few key considerations to keep in mind as you prepare:
- Learn about bulk enrollment—how to enroll up to 100 CIKs at one time
- Delegation is critical, and may help you efficiently manage multiple CIKs
- Keep in mind that the CCC for each CIK will change upon enrollment (don’t enroll when you have an upcoming filing)
- Keep all parties informed, both internal and external
- If you have entities with Officers and Directors that have beneficial ownership filing requirements, additional coordination will be needed, especially if they serve on multiple boards
