Annual EDGAR Confirmation: Is it an Ongoing Obligation?

The Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) Next framework imposes an annual confirmation requirement on active EDGAR filers. This requirement is an important aspect of maintaining an EDGAR account. It is intended to ensure that the information associated with the filer remains current and that only properly authorized individuals and entities have access to the account.

Annual Confirmation Requirement

Each active EDGAR filer is required to review and confirm its EDGAR account information on an annual basis. The confirmation process requires the filer to verify that the individuals and entities associated with its account remain authorized to act on its behalf and that the account information is accurate and up to date.

The annual confirmation is therefore more than a routine administrative requirement. It provides an opportunity for filers to review their EDGAR access arrangements, remove former employees or service providers, and confirm that appropriate persons continue to have authority to make submissions on the filer’s behalf.

Failure to complete the annual confirmation can ultimately result in deactivation of the filer’s EDGAR account. Although a grace period is available following the applicable confirmation deadline, a filer that remains noncompliant at the end of that period may be required to reestablish its EDGAR account and authorization structure before making future filings.

Applicability to Active Filers

The annual confirmation requirement applies to active EDGAR filers, regardless of whether the filer currently has a filing pending. Accordingly, the fact that an issuer has not made an EDGAR submission recently does not, by itself, eliminate the obligation to maintain its account and complete the annual confirmation.

Active filers should therefore incorporate the annual confirmation into their regular corporate compliance procedures and ensure that responsibility for completing the confirmation is assigned to an appropriate account administrator.

Completed Offerings and No Anticipated Future Filings

A different consideration applies where an offering has been fully completed, the issuer has no remaining offering obligations requiring EDGAR filings, and no future offerings or other EDGAR filings are contemplated.

In that circumstance, there may be no continuing practical need for the issuer to maintain an active EDGAR account. The issuer should, however, distinguish between the expiration or completion of an offering and the status of its EDGAR account. The completion of an offering does not, standing alone, automatically terminate an issuer’s EDGAR account or eliminate applicable account maintenance requirements.

Accordingly, an issuer that has completed its offering and does not anticipate any future EDGAR filings should evaluate whether continued maintenance of an active EDGAR account is necessary. If the issuer has no continuing EDGAR filing obligations and no future offerings are contemplated, annual confirmation may no longer serve a practical purpose once the issuer has appropriately concluded its EDGAR filing activities.

Conclusion

For an active EDGAR filer, annual confirmation is a necessary compliance obligation and should be treated as part of the issuer’s ongoing securities law-compliance procedures. Failure to complete the confirmation can result in deactivation of the EDGAR account and create additional administrative requirements if the issuer subsequently needs to make a filing.

Where an offering has ended and the issuer has no future offerings or other EDGAR filings contemplated, the issuer should assess whether it remains an active EDGAR filer requiring continued account maintenance. That determination should be made as part of the issuer’s broader review of its continuing SEC filing obligations rather than simply assuming that the completion of the offering, by itself, eliminates the annual confirmation requirement.