Every entity and individual that maintains an EDGAR filer account, including public companies and Section 16 reporting persons (officers, directors, and 10%+ beneficial owners), is subject to the Annual EDGAR Confirmation requirement. The process is straightforward, but failing to complete it can cause headaches. Once a year, each filer must log into its Filer Management dashboard and confirm the following:
- User authorization is current. All individuals and entities listed on the account, including users, account administrators, technical administrators, and delegated entities (such as filing agents), are still authorized to act on the filer’s behalf.
- Filer information is accurate. The company information reflected on the dashboard is up to date.
The annual confirmation is a security measure designed to ensure that former employees, outdated vendor relationships, and other unauthorized parties do not retain access to your company’s EDGAR filing capabilities.
When Is It Due?
Each filer account is assigned an ongoing quarterly deadline: March 31, June 30, September 30, or December 31 (or the next business day if that date falls on a weekend or holiday). The specific due date is displayed on the filer’s Filer Management dashboard. EDGAR will send reminder emails and dashboard notifications beginning six weeks before the deadline. Filing agents and other delegated entities can also check client filers’ confirmation due dates through the View Filer Account Information API. Any one of your company’s account administrators can complete the annual confirmation. No board resolution or committee action is required. A single authorized account administrator may log in and complete the confirmation process.
Can You Confirm Early?
Yes! Account administrators may confirm before the deadline, even in an earlier quarter. When early confirmation is submitted, the deadline resets to one year after the end of the quarter in which the early confirmation occurred. For example, suppose the filer’s deadline is December 31. If an account administrator submits the confirmation in August, the new deadline becomes September 30 of the following year.
What Happens If You Miss the Deadline?
- 3-month grace period. After the deadline passes, the filer retains three months of continued full EDGAR access. During this window, the system sends daily reminders urging completion of the confirmation.
- Account deactivation. If the grace period expires without confirmation, the filer’s account is deactivated. No one at the company, and no filing agent acting on the company’s behalf, will be able to submit filings through EDGAR.
- Reactivation requires a new application. To regain access, the company must re-apply by submitting a new Form ID. If approved, the filer retains its existing CIK number and filing history, but all prior user authorizations and delegated entity relationships are voided and must be reestablished.
Summary
The annual confirmation takes only a few minutes and prevents a potentially disruptive account lockout. We recommend (i) adding a recurring calendar reminder several weeks before the deadline; (ii) confirming that at least one (and ideally more than one) account administrator is familiar with the confirmation process; (iii) considering an early confirmation if it aligns better with your team’s workflow. For companies that coordinate Section 16 filings on behalf of insiders, consider confirming that those individual accounts are up to date as well.
If you have questions about your company’s EDGAR account setup or need assistance identifying your confirmation deadline, please do not hesitate to contact our Mayer Brown team.
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