On September 27, 2024, the U.S. Securities and Exchange Commission “(SEC”) announced its plan to make certain sweeping amendments to the EDGAR (which stands for Electronic Data Gathering, Analysis, and Retrieval) filing system. Amendments to the EDGAR system are collectively referred to as “EDGAR Next.” EDGAR Next is intended to: improve the overall security of the EDGAR filing system, allow for better access to users’ EDGAR accounts, ease the process of ongoing management of users’ EDGAR accounts, and generally modernize the technology underlying the EDGAR platform. In this article, we will address the operational impact of EDGAR Next on private fund managers, including the management of EDGAR codes and the filings process with the SEC. To be clear, other parties (in addition to private fund managers) will be impacted by EDGAR Next as well. For example, directors who serve on boards and file Forms 3, 4 and/or 5 will need to be enrolled in EDGAR Next. The date of compliance with the new overhauled system is September 15, 2025.
The SEC’s EDGAR Business Office has compiled answers to certain frequently asked questions (or FAQs) regarding EDGAR Next. In this article, we discuss some of the more significant implications of EDGAR Next for private fund managers.
Impact on Private Fund Managers
The new filing requirements apply to all EDGAR filers (including, without limitation, all filers of Section 16 reports and Schedules 13D/13G, as well as private investment funds filing Form Ds).
Private fund managers will have to upgrade their existing operational and compliance processes in connection with the filings made using the EDGAR system. This will include how they manage account user access, handle security, and deal with login authentication at www.login.gov.
Specifically, under EDGAR Next, individual account credentials will be created for all users, and multi-factor authentication login will be required. At least two (2) account administrators (or one, for filings by single-member entities) will have to be designated. Each such account administrator will be responsible for managing the relevant EDGAR account. Further, each such account administrator will have to confirm, on an annual basis, that all account information and each account user is accurate and authorized.
In addition, fund managers will have to be active participants in managing access to the EDGAR filing system. Specifically, they will have to: collect and maintain access codes and contact information for each applicable entity; designate account administrators and users; and ensure that any third-party filers and/or service providers (e.g., attorneys, compliance consultants, or filing agents) are properly designated and generally kept informed of all relevant updates. To be clear, the SEC will no longer allow the use of shared EDGAR access codes to make filings.
Further, in connection with submitting a Form ID (which is generally required in connection with filing a Form D notice for a private offering), there will be a change in how EDGAR access codes are generated by the SEC. Specifically, additional disclosures or confirmations, as well as a new notarization process for appointing account administrators, will be required. In addition, enrollment in EDGAR Next will be a requirement in order to complete all filings, and all previously issued EDGAR codes will be deactivated.
Timing Considerations
All existing SEC filers must fully transition from the legacy system to the new EDGAR Next system by September 15, 2025. The SEC has provided for a transition enrollment window, which began on March 24, 2025 and will end on September 12, 2025 (which falls on a Friday), to enroll in EDGAR Next. During this window, existing EDGAR filers can still use their current login details to make filings until fully enrolling in EDGAR Next. Please note that enrolling by September 12, 2025 will ensure that existing filers have no interruption in the filing process. Enrolling early should help ensure a smooth transition. Also, utilizing the “trial period” afforded by the transition enrollment window should allow for sufficient time to resolve any technical and/or operational issues that may come up. If an existing filer does not enroll in EDGAR Next by December 19, 2025, such filer will have to submit a new Form ID in order to make filings and submissions.
It is important to note that all new filers are already subject to these requirements.
While closed-end private funds that are no longer offering interests and therefore are no longer filing or updating their Form Ds may not need to enroll by the September 15 deadline, all private fund managers should still prepare to transition to EDGAR Next.
Existing filers should carefully account for timing considerations in connection with enrolling in EDGAR Next in order to ensure that all filings are made timely. This is particularly important in the context of Section 16 filings (which generally have a short timeline).
Finally, all of the changes in connection with implementing EDGAR Next are generally expected to increase the length of time that the SEC will take to generate filing codes, at least initially. Therefore, all filers should plan accordingly.
Conclusion
The increased security and transparency of EDGAR Next will come at a price—i.e., the additional administrative and operational burden of compliance. Under EDGAR Next, private fund managers will have to take a more active role in managing the SEC filings of the private funds they manage. With the transition date fast approaching, all private fund managers should be preparing for these changes in the coming months in order to be in compliance and to ensure a smooth transition.
If you have any questions about this article, please contact Yelena Maltser at (212) 573-8429 or via email at ymaltser@sadis.com or Mark Strefling at (212) 573-8159 or via email at mstrefling@sadis.com.
