Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your company will need to file a Form D for the first time, make sure you understand the changes to Form ID and adjust your information requests and timelines accordingly.”
Luci explained why this is so as follows: I think a lot of people are focusing on the September 15th deadline and feeling there’s still plenty of time to work through the transition. That is true for current filers. But there is a seismic change starting March 24th in the process for applying for EDGAR access for entities and officers and directors who are becoming SEC filers for the first time.
I am concerned that folks are not realizing the impact of the revisions to the Form ID which become effective March 24th. The revisions are quite substantive and require much more information than the current Form ID.
Let me start off with two big takeaways about the revised Form ID:
- It requires applicants to provide a representation as to whether the applicant, its account administrator(s), persons signing the revised Form ID if other than the applicant, and the billing contact “has been criminally convicted or civilly or administratively enjoined, barred, suspended, or banned in any capacity, as a result of a federal or state securities law violation.”
- For any account administrator who is not an employee or an affiliate of the filer (for entities) or the filer (for individuals), the filer will need to submit a notarized Power of Attorney authorizing that individual to be its account administrator and include the notarized Power of Attorney with the application.
I recommend that if you know of any new officers or directors for which you will need to obtain EDGAR codes in the near term, you plan to submit a Form ID as soon as possible. The SEC has issued an announcement that it may require more than the normal two business day turn around to review Form ID applications due to the increase in applications expected prior to March 24th.
The SEC also announced that if a Form ID application is not granted by SEC staff by 10 p.m., Friday, March 21st, EDGAR will suspend it. Applicants whose Form IDs are suspended must re-apply for access on or after Monday, March 24th, using the new revised Form ID.
A few other items to flag regarding the new Form ID process.
- While the application does not need to be submitted by an account administrator, it can only be submitted by someone who has Login.gov credentials.
- Once the revised Form ID application is accepted by the SEC, the filer is automatically enrolled in the new EDGAR Next dashboard, but you could continue making filings in the current EDGAR system through September 12th.
- You should consider reviewing your current director and officer onboarding information requests and processes and allow extra time to allow for notarizing Power of Attorneys by the applicant and SEC processing.
- You may need to create new forms of Powers of Attorneys to authorize account administrators.
Authored by
Broc Romanek