account on a dedicated dashboard on EDGAR. Applicants would generally
be required to authorize two account administrators, although
individuals and single-member companies would only be required to
authorize one account administrator. If a prospective account
administrator was not (1) the applicant (in the case of an individual
applicant) or (2) an employee of the applicant or its affiliate (in the
case of a company applicant), the applicant would also be required to
disclose the prospective account administrator's employer and CIK, if
any, and provide a notarized power of attorney to authorize the
individual to manage the applicant's EDGAR account as an account
administrator.
    (2) The applicant's Legal Entity Identifier (``LEI'') number if
any.
     The LEI is a unique identifier associated with a single
corporate entity and is intended to provide a uniform international
standard for identifying counterparties to a transaction.
     Although there are certain modest costs to obtain and
maintain an LEI, fees

are not imposed on data users for usage of or access to LEIs, and all
of the associated reference data needed to understand, process, and
utilize the LEIs are widely and freely available and not subject to any
usage restrictions.\96\
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    \96\ The cost of obtaining and maintaining an LEI is
approximately $50 to $65 per year. See LEI Price List, LEI Register,
available at https://www.lei-identifier.com/lei-price-list/
#:~:text=LEI%20application%20and%20registration%20price,%2D%20%24250(
%24%2050%20%2F%20year).
---------------------------------------------------------------------------

     Applicants that have not yet obtained an LEI would not be
required to obtain one.
     The inclusion of LEI information would facilitate the
ability of Commission staff to link the identity of the applicant with
information reported on other filings or sources that are currently or
will be reported elsewhere, if LEIs become more widely used by
regulators and the financial industry.
    (3) Providing more specific contact information about the filer,
and the filer's account administrator(s), authorized individual (the
individual authorized to submit Form ID on the filer's behalf, as
defined in the EDGAR Filer Manual), and billing contact (including
mailing, business, and billing information, as applicable).
     More specific contact information would allow Commission
staff to reach account administrators, authorized individuals, and
billing contacts associated with the filer when necessary.
    (4) Specifying whether the applicant, its authorized individual,
person signing a power of attorney (if applicable), account
administrator, or billing contact has been criminally convicted as a
result of a Federal or State securities law violation, or civilly or
administratively enjoined, barred, suspended, or banned in any
capacity, as a result of a Federal or State securities law violation.
     Information about whether the applicant or certain
individuals named on Form ID may be subject to relevant bars and
prohibitions (including but not limited to officer and director bars,
prohibitions from associating with brokers, dealers, investment
advisers, and/or other securities entities, and bars from participation
in certain industries) would allow Commission staff to determine
whether such bars or prohibitions are relevant to the application for
EDGAR access.
     Individuals disclosing the existence of a criminal
conviction, or civil or administrative injunction, bar, suspension, or
ban may be contacted by SEC staff to determine the applicant's
eligibility for EDGAR access.
    (5) Indicating whether the applicant, if a company, is in good
standing with its state or country of incorporation.
     Good standing generally means a company is legally
authorized to do business in the relevant state or country and has
filed all required reports and paid all related fees to the relevant
jurisdiction.
     Although the lack of good standing would not prevent a
company from obtaining EDGAR access, this information could be relevant
in determining whether it may be appropriate for the staff to review
additional documentation as part of its assessment of the application.
    (6) Requiring submission of a new Form ID if the applicant claims
to have (i) lost electronic access to its existing CIK account or (ii)
assumed legal control of a filer listed on an existing CIK account but
did not receive EDGAR access from that filer.
     Currently, applicants seeking to obtain control of an
existing EDGAR account are required to submit certain summary
information but are not required to submit a full application on Form
ID. To assist Commission staff in determining whether applicants
seeking to obtain control of existing EDGAR accounts are legitimate, we
propose to require such applicants to submit a new Form ID. To
facilitate the application process, certain publicly available
corporate and contact information (such as the filer's name, ``doing
business as'' name, foreign name, mailing and business addresses,
state/country of incorporation, and fiscal year end) would be
automatically prepopulated from EDGAR so that applicants would not need
to resubmit that information, although applicants could update that
information on Form ID as necessary.\97\
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    \97\ The filer would nevertheless need to submit a COUPDAT to
update its existing corporate and contact information on EDGAR
(other than the filer's account administrator information) if the
Form ID were granted. As they presently do, broker-dealers would
submit a Form BD amendment to FINRA to update their corporate and
contact information.
---------------------------------------------------------------------------

    (7) Requiring those seeking access to an existing EDGAR account to
upload to EDGAR the documents that establish the applicant's authority
over the company or individual listed in EDGAR on the existing
account.\98\
---------------------------------------------------------------------------

    \98\ The EDGAR Filer Manual currently provides guidance
regarding what documents would be sufficient to establish the
applicant's authority. See EDGAR Filer Manual, Volume I, at Section
4(b).
---------------------------------------------------------------------------

    In addition, we would make certain conforming, formatting, and
ancillary changes to modernize Form ID without significantly altering
current disclosure obligations. For example, a checkbox would be added
to each address field for identification of non-U.S. locations, which
would improve data analytics. As another example, company applicants
would be required to provide their primary website address, if any, to
provide staff additional contact and other information regarding the
filer. Further, certain disclosure warnings that are currently listed
in the EDGAR Filer Manual and the landing page of the EDGAR Filing
website would be incorporated into Form ID to more clearly provide
notice of those matters to filers.\99\
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    \99\ Proposed Form ID would include a section titled ``Important
information'' that would include the following disclosure warning:
``Misstatements or omissions of fact in connection with an
application for EDGAR access and/or in a submission on EDGAR may
constitute a criminal violation under 18 U.S.C. 1001 and 1030 and/or
a violation of other criminal and civil laws. If the SEC has reason
to believe that an application for EDGAR access and/or a submission
on EDGAR is misleading, manipulative, and/or unauthorized, the SEC
may prevent acceptance or dissemination of the application/
submission and/or prevent future submissions or otherwise remove a
filer's access to EDGAR pursuant to Rule 15 of Regulation S-T, 17
CFR 232.15.''
---------------------------------------------------------------------------

    Collectively, the proposed amendments would enhance the security of
EDGAR by allowing Commission staff to obtain more information about the
applicant and its contacts for staff to confirm the identity of the
applicant and the individuals associated with the applicant, assess
whether the application is properly authorized, and determine whether
there are any other issues relevant to the application for EDGAR access
for staff's consideration.
Requests for Comment
    28. Should any of the proposed amendments to Form ID be revised or
removed and, if so, why or why not? For example, should any limits or
qualifiers be placed on the proposed disclosure requirement regarding
whether the applicant, its authorized individual, person signing a
power of attorney (if applicable), account administrator, or billing
contact has been criminally convicted as a result of a Federal or State
securities law violation, or civilly or administratively enjoined,
barred, suspended, or banned as a result of a Federal or State
securities law violation? If so, why? Should this requirement apply to
each of the applicant, its authorized individual, person signing a
power of attorney (if applicable), account administrator, and billing
contact, or only to certain categories of the aforementioned groups?
Please explain your answer. Likewise, should the proposed requirement
regarding whether the applicant is in good standing be revised or
removed and, if

so, why? For example, if applicable, should we also require an
explanation of why the applicant is not in good standing? Why or why
not?
    29. Would the proposed amendments to Form ID appropriately support
the EDGAR Next changes to filer access and account management? Why or
why not? Should Form ID require any additional information, or should
any of the information proposed to be required be revised or deleted?
Please explain.
    30. Should Form ID be revised to require or allow applicants to
provide the reason they are applying for access? For example, if
applicants have an urgent upcoming filing deadline, should applicants
be required or permitted to provide that information?

F. Transition Process

    We believe that, if the proposed rule and form amendments are
adopted and the technical changes are implemented, it would be
efficient for the Commission and for the approximately 220,000 active
EDGAR filers--those who made a submission on EDGAR in the last two
years--to accomplish the transition to EDGAR Next over a period of
several months, as set forth below.\100\ We anticipate that mandatory
enrollment would begin one month after adoption and remain open for six
months thereafter (the ``Enrollment Period'').
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    \100\ Of these 220,000 EDGAR accounts, approximately 149,000
represent entity filers and approximately 71,000 represent
individual filers. In total, regardless of account activity, there
are approximately 1,000,000 filer accounts in EDGAR. We believe that
the vast majority of the approximately 800,000 EDGAR filer accounts
for which no filings have been made in the last two years are
defunct and therefore would not transition to EDGAR Next.
---------------------------------------------------------------------------

    During the Enrollment Period, existing filers would continue to
file on EDGAR using the EDGAR filing websites, as they presently do, by
logging on with the relevant CIK and password. The individual account
credentials would not yet be used, nor would use of the dashboard to
manage the account be required.
    Applicants that seek EDGAR access subsequent to the compliance date
would be immediately subject to the EDGAR Next requirements, if
adopted.
1. Individual Account Credentials
    If the Commission adopts the proposed amendments, individuals could
seek individual account credentials in the manner to be specified in
the EDGAR Filer Manual in advance of the required Enrollment Period. As
a result, when the Enrollment Period begins, filers could immediately
enroll the individuals with individual account credentials. Further, if
the Commission adopts the proposed amendments and implements the EDGAR
Next changes, and requires Login.gov as the individual account
credential provider, we anticipate that individuals with existing
Login.gov accounts would be able to use those accounts as their
individual account credentials for purposes of EDGAR access.
2. Enrollment
    Existing filers would enroll on an enrollment page on the EDGAR
Filer Management website without submitting a Form ID. We intend to
provide two options: (a) manual enrollment of single EDGAR accounts on
an account-by-account basis; and (b) enrollment of multiple accounts
simultaneously.
a. Manual Enrollment for a Single EDGAR Account
    As a preliminary matter, each existing filer would be required to
authorize two individuals to manage the filer's EDGAR account as
account administrators, with the exception of individuals and single-
member companies, which would be required to authorize one account
administrator. On behalf of each existing filer, one account
administrator would enter their individual account credentials to log
in to an enrollment page on EDGAR. The account administrator would
manually enter the filer's CIK, CCC, and EDGAR passphrase\101\ to
ensure that a properly authenticated individual is enrolling the filer.
If EDGAR authenticated that data, the account administrator would enter
account administrator names, business contact information, and the
email addresses used to obtain individual account credentials. By
entering that information, the filer would indicate its authorization
of the listed individuals as the filer's account administrators, as
well as the accuracy of the information provided.
---------------------------------------------------------------------------

    \101\ Filers that have forgotten or lost their CCC could change
or regenerate it using their PMAC or passphrase. Filers that have
lost or forgotten their passphrase could reset it by sending a
security token to the email associated with the account. Filers that
have lost or forgotten their passphrase and that no longer have
access to the email associated with the account would have to
reapply for EDGAR access on Form ID.
---------------------------------------------------------------------------

    Each EDGAR account would enroll once. If there was an attempt to
enroll an EDGAR account that had already been enrolled, the subsequent
attempted enrollment would be denied. An individual filer who makes
filings with respect to multiple companies (e.g., the CEO of one
company who is also on the board of directors of other companies) may
have more than one filing agent and/or representatives at such
companies who have access to her CIK, CCC, and EDGAR passphrase.
Accordingly, it would be advisable for any such filer to designate one
filing agent or company representative to enroll her EDGAR account and
to then communicate such enrollment to the other filing agent(s) and/or
company representatives. Such other filing agent(s) and/or company
representatives may then be added as an account administrator, user, or
delegated entity through the dashboard.
    After enrolling the filer, an account administrator could access
the filer's dashboard. There, the account administrator, on behalf of
the filer, would be able to add account administrators, users, and
technical administrators, and delegate authority to file to other
filers. Any individuals to be authorized on the filer's account would
be required to possess individual account credentials.
b. Bulk Enrollment of Multiple EDGAR Accounts
    We plan to permit the simultaneous bulk enrollment of multiple
EDGAR accounts, together with those filers' account administrators. We
expect that filing agents, as well as individuals and entities that
control multiple EDGAR accounts, would find this an efficient and time-
saving function.
    An individual authorized to enroll the relevant filer accounts
would log in to an enrollment page on EDGAR with their individual
account credentials. There, the individual would complete and upload a
spreadsheet in a format to be specified that could accommodate multiple
rows of data. Each row would pertain to a single existing filer. The
individual would enter data for each filer on each row, including CIK,
CCC, and EDGAR passphrase to ensure that enrollment is being performed
by a properly authenticated individual. In addition, the individual
would enter on each row information regarding the filer's prospective
account administrators, including names, business contact information,
and email addresses associated with the individual account credentials
of the account administrators, to indicate that the filer authorizes
those account administrators to manage its EDGAR account. Under the
bulk enrollment method, two account administrators would be required
for each filer (including individuals and single-member companies), in
part due to logistical difficulties associated with simultaneously
validating the minimum number of account administrators for multiple
filers, and in part because we

expect that bulk enrollment would be used by larger filers and filers
using filing agents likely to have at least two account administrators.
We intend to set a limit of 100 existing filers (100 rows) per bulk
enrollment.
    As discussed above, enrollment would only occur once per EDGAR
account. Any additional changes that are needed to be made (e.g.,
adding additional account administrators) would have to be performed by
the account administrators who had been added during the enrollment
process. After the filer was enrolled, the account administrators could
access the dashboard to add additional account administrators, users,
technical administrators, and delegated entities.
3. Compliance
    We anticipate that the compliance period would start six months
after the beginning of the Enrollment Period. In response to our 2021
Request for Comment, commenters requested a transition period ranging
from 12 months to three years.\102\ We considered those comments, and
we believe that the transition process we are contemplating should
provide sufficient opportunity for existing filers to transition to
EDGAR Next. The transition process would include an initial, separate
period during which individual account credentials could be
established, as well as a six-month Enrollment Period during which
filers would access the dashboard, authorize individuals in relevant
roles, and make any needed delegations. We further contemplate
providing a bulk enrollment option to allow enrollment of multiple
filers simultaneously.
---------------------------------------------------------------------------

    \102\ See, e.g., McGuire Woods Comment Letter (recommending at
least 12 months for individual filers, on the grounds that filers
would need that time to create individual account credentials,
enable multifactor authentication, and designate a filer
administrator); DFIN Comment Letter (asserting that it could take
12-18 months for filers to migrate, and recommending a 18-24 month
transition period with longer lead times for smaller filers);
Workiva Comment Letter (recommending a transition period of one
year, and separately citing its own survey results indicating more
than 66% of respondents indicated a transition period of one to
three years would be appropriate).
---------------------------------------------------------------------------

    If the rule and form changes are adopted, and the related technical
changes are to be implemented, we plan to provide an EDGAR Next
Adopting Beta environment to allow commenters to evaluate and test the
EDGAR Next changes, to prepare necessary software, and to assist filers
in preparing for the changes.
    Existing EDGAR filers that fail to enroll by the compliance date
would lose EDGAR access and would be required to reapply for EDGAR
access on Form ID.
    If the Commission adopts the proposed rule and form changes, we
expect that staff would provide additional support for filers
transitioning to EDGAR Next, such as by posting practical information
and guidance on the EDGAR--Information for Filers \103\ and EDGAR--How
Do I \104\ pages on SEC.gov, as well as providing a devoted help desk
to assist filers.
---------------------------------------------------------------------------

    \103\ See ``EDGAR--Information for Filers'' web page at https://www.sec.gov/edgar/filer-information.
    \104\ See ``EDGAR--How Do I'' FAQs at https://www.sec.gov/edgar/filer-information/how-do-i.
---------------------------------------------------------------------------

Requests for Comment
    31. Does the planned transition process adequately address the
needs of filers and filing agents with regard to implementation of
EDGAR Next? If not, what changes should be made to the transition
process, and why?
    32. How long would it take existing filers to transition to EDGAR
Next? As planned, the Enrollment Period would begin one month after
adoption of the proposed rule and form changes. Is this a sufficient
amount of time for filers to prepare for enrollment and, if not, why?
Is an Enrollment Period of six months sufficient for filers to enroll
their EDGAR accounts via manual or bulk enrollment and, if not, why?
Should existing filers transition their EDGAR accounts on a specific
schedule during the Enrollment Period (e.g., large filers must
transition by date X, medium filers by date Y, etc.) or, as
contemplated, should we allow filers to decide when to transition to
EDGAR Next so long as they do so prior to the compliance date?
    33. We plan to require CIK, CCC, and EDGAR passphrase in order for
both individual and bulk enrollments to be accepted by EDGAR. Would
alternate credentials be more appropriate and, if so, what credentials
should be used? In particular, are passphrases typically maintained by
filing agents and, if not, how burdensome would it be for filing agents
to obtain and maintain their clients' passphrases? In situations where
filers no longer know their passphrases or those passphrases are no
longer recognized in EDGAR, how burdensome would it be for filers to
obtain new passphrases?
    34. Following enrollment, what notification, if any, should be
provided to the existing EDGAR POC for the filer? Although filers are
currently required to list a contact address, telephone number, and
email address as part of their EDGAR contact information, we understand
that many EDGAR filer accounts that were created before email addresses
became mandatory never added an email address. Should we require
acknowledgment or confirmation from the existing EDGAR POC to complete
enrollment of an EDGAR filer account, or should completion of
enrollment be delayed until a certain period of time has passed without
objection from the existing EDGAR POC? If so, what should be the
waiting period before enrollment could be completed, keeping in mind
the interest of filers seeking to quickly transition to EDGAR Next?
    35. Should we permit the bulk enrollment of multiple EDGAR
accounts, as planned? Are there particular steps the Commission should
take to minimize risks associated with enrollment? For example, should
the CCCs of enrolled filers be automatically reset as a security
precaution after enrollment is accepted? If the CCC is automatically
reset, what notification, if any, should be provided to the existing
EDGAR contact for the filer?
    36. To what extent would bulk enrollment present logistical or
other burdens for filers with multiple filing agents or unaffiliated
third-party account administrators? For example, if the filer's CCC
were automatically reset after bulk enrollment, to what extent could
this cause confusion if the filer had multiple filing agents and some
of them were inadvertently not included as account administrators in
the bulk enrollment? Instead of the CCC being reset after enrollment,
should the CCC be reset at the compliance date for each enrolled CIK?
    37. Are there any extenuating circumstances that would justify
filers being exempted from having to enroll by the compliance date, or
that would allow non-complying existing filers to maintain their EDGAR
access following the compliance date? If so, please explain.

G. General Request for Comment and EDGAR Next Proposing Beta

    In conjunction with this proposing release, the Commission will
make available an EDGAR Next Proposing Beta environment where filers
may preview and test the planned EDGAR Next changes. The EDGAR Next
Proposing Beta generally should allow filers to view how the proposed
changes would be reflected in EDGAR. We currently anticipate that the
EDGAR Next Proposing Beta will be available on or about September 18,
2023, and will remain available for at least six months thereafter. Any
filer may sign up to access the EDGAR Next Beta. The Commission will
provide more information regarding the EDGAR Next

Proposing Beta through an information page on SEC.gov.
    We request and encourage any interested person to submit comments
on any aspect of EDGAR Next, other matters that might have an impact on
EDGAR Next, and suggestions for additional changes. Comments are of
particular assistance if accompanied by analysis of the issues
addressed in those comments and any data that may support the analysis.
We urge commenters to be as specific as possible.
    In particular, we request comment on the following issues.
    38. Would the proposed rule and form changes facilitate the
responsible management of EDGAR filer credentials? Are there additional
changes that would encourage such responsible management? Would the
changes create any undue burdens for filers? If so, how could the
proposed rule and form changes be modified to ease such burdens? Are
there any other concerns that the Commission should be aware of with
implementation of EDGAR Next? Are there any conforming or parallel
changes that the Commission should make to effectively implement EDGAR
Next?
    39. Are there alternatives to the dashboard that we should
consider? For example, are there alternative methods that would enable
filers to take the same actions as they would using the dashboard that
would be easier to implement or more user friendly? If so, what are
those alternatives? Please be specific.
    40. In connection with the EDGAR Next changes, we intend to provide
APIs as described above to make EDGAR submissions and to check EDGAR
submission status and operational status. Are there alternatives that
would better accomplish the objectives of secure, efficient, and
automated machine-to-machine communication with EDGAR? If so, please
describe.
    41. Are there any issues specific to certain types of filers that
should be considered with regard to the EDGAR Next changes? For
example, asset-backed securities (``ABS'') issuers, usually the
depositor in an ABS transaction, often create one or more serial
companies each year, each of which is a separate legal entity with its
own CIK, even though each generally has the same contact information as
the ABS issuer. Should new serial companies have their account
administrator information automatically copied from the ABS issuer's
account administrator information, so those account administrators
could access the dashboards for those serial companies? Likewise,
should other information be automatically inherited by new serial
companies from the ABS issuer, such as the ABS issuer's contact
information, users, and technical administrators (if any)? If so, in
order to ensure that the ABS issuer has account administrator
information and other information that could be copied to the new
serial company, would there be any issues associated with requiring ABS
issuers to have transitioned to individual account credentials before
the ABS issuer can create new serial companies? To what extent are
these concerns already addressed by the delegation function, given that
delegation would allow filers to delegate the authority to file to
another EDGAR account?
    42. Separately, should we allow the annual confirmations of
administrators and users for an ABS issuer to also apply to the serial
companies associated with that ABS issuer, if the same administrators,
users, delegations, and corporate and contact information are
associated with each serial company? Why or why not? If so, should we
allow this more generally with regards to any situation where the same
administrators, users, delegations, and corporate and contact
information are associated with multiple CIKs? If some but not all of
that information is identical for multiple CIKs (e.g., each CIK has a
different P.O. box or email address listed for its business address),
should we allow a single confirmation to apply to each of those CIKs
and, if so, what validation if any should we apply to ensure that an
account administrator has properly reviewed the CIK's administrators,
users, delegations, and corporate and contact information?
    43. While ABS issuers have been able to create new CIKs, non-ABS
related filers have attempted to use the process to create new CIKs
without submitting a Form ID. Would ABS issuers be significantly
impacted if the process were limited only to existing CIKs that have an
EDGAR filing history that includes ABS-related filings (including but
not limited to the following submission types and forms--ABS-EE, 10-K,
ABS-15G, 10-D, SF-1, SF-3 and 424H)?
    44. Recent filing experience has shown that ABS issuers have not
been using the ability to create new ABS serial companies ``on the
fly'' when filing a 424H submission.\105\ If, as a result of EDGAR
Next, the EDGAR system no longer supported creating ABS ``on the fly''
via filing either a 424H or 424B submission, would that cause any
problems for ABS issuers? ABS issuers would continue to be able to
create new CIKs for serial companies via the ``Request Asset-Backed
Securities (ABS) Issuing Entities Creation'' option in the EDGAR Filing
website (known in EDGAR as an ``ABSCOMP'' submission).\106\
---------------------------------------------------------------------------

    \105\ See generally ``EDGAR--How Do I'' FAQs at the section
titled ``Create and obtain EDGAR access for asset-backed securities
(ABS) issuing entities,'' available at https://www.sec.gov/page/edgar-how-do-i-create-and-obtain-edgar-access-asset-backed-securities-abs-issuing-entities#section3 (discussing the ``on the
fly'' process).
    \106\ Id. (discussing the creation of ABS issuing entities).
---------------------------------------------------------------------------

    45. Currently, EDGAR permits certain filings to be submitted on
behalf of multiple filers, who are treated as co-registrants for
purposes of the filing. Would filers face difficulties in delegating to
co-registrants or authorizing individuals to act as users or account
administrators for both the filer and the co-registrant(s)? To what
extent, if any, should the EDGAR Next changes provide special
consideration or treatment for EDGAR submissions by co-registrants? For
example, should the dashboard allow filers to designate other filers as
``co-registrants'' similar to how filers would delegate other filers as
delegated entities, except that filing authority would only exist with
regards to co-registrant submissions (e.g., the co-registrant could not
submit a filing solely on behalf of the filer)? If so, to what extent
should co-registrants be treated differently from delegated entities
(e.g., with regards to user groups, delegated admins, etc.)?
Alternately, should a user or account administrator for a filer be able
to submit a co-registrant filing jointly on behalf of the co-registrant
by using the co-registrant's CIK and CCC (as is currently the case),
without being a user or account administrator of the co-registrant? Why
or why not? Please note that for purposes of EDGAR Next Proposing Beta,
a filer will be able to submit a co-registrant filing by inputting the
CCC and CIK of the co-registrant(s), as is currently the case.
    46. Should the Commission consider other changes to EDGAR filer
access and account management processes in the future? Why? Please be
specific.

IV. Economic Analysis

    The Commission is sensitive to the economic effects, including the
costs and benefits, of its rules. The discussion below addresses the
potential economic effects that may result from the rule and form
amendments we are proposing in this release, and certain related
technical changes, including the

benefits and costs to investors and other market participants as well
as the broader implications of the EDGAR Next project for efficiency,
competition, and capital formation.\107\
---------------------------------------------------------------------------

    \107\ Section 2(b) of the Securities Act (15 U.S.C. 77b(b)),
section 3(f) of the Exchange Act (17 U.S.C. 78c(f)) and section 2(c)
of the Investment Company Act (15 U.S.C. 80a-2(c)) require the
Commission, when engaging in rulemaking where it is required to
consider or determine whether an action is necessary or appropriate
in (or, with respect to the Investment Company Act, consistent with)
the public interest, to consider, in addition to the protection of
investors, whether the action will promote efficiency, competition,
and capital formation. Further, section 23(a)(2) of the Exchange Act
(17 U.S.C. 78w(a)(2)) requires the Commission, when making rules
under the Exchange Act, to consider the impact that the rules will
have on competition, and prohibits the Commission from adopting any
rule that would impose a burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act. The
technological changes contemplated by EDGAR Next would work together
with the proposed rule and form amendments to enhance EDGAR access
requirements. Because it is difficult to isolate the economic
effects associated with the technological changes from those
attributable solely to the proposed rule and form amendments, for
purposes of this economic analysis, we have considered these effects
collectively.
---------------------------------------------------------------------------

A. Introduction

    Individuals and entities submit filings electronically with the
Commission through EDGAR in order to comply with various provisions of
the Federal securities laws. Filings on EDGAR are not currently linked
to a specific individual authorized by the filer. EDGAR access codes
represent a complex combination of several codes with differing
functions.\108\ This access method is not aligned with standard access
processes and is hard to monitor and manage. The Commission is also
aware that some filers may have failed to maintain secure access to
their EDGAR accounts.\109\
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    \108\ See supra note 26.
    \109\ See supra note 27.
---------------------------------------------------------------------------

    The changes contemplated by EDGAR Next would modernize the
mechanism by which filers and designated individuals acting on filers'
behalf obtain access to EDGAR, streamline the management of filers'
accounts, and offer three optional APIs that would allow filers to
interface with the EDGAR system. EDGAR Next would benefit both the
Commission and filers by enabling the Commission to identify specific
individuals making filings on behalf of filers and by simplifying
procedures for accessing EDGAR in a way that allows filers to leverage
the Commission's web function to reduce cost. Enhancing the security of
EDGAR would better protect against unauthorized access to the EDGAR
system thereby decreasing the likelihood of unauthorized filings
impacting the market and potentially imposing economic and reputational
costs on the public, the filer, and the Commission.
    As discussed in greater detail in Section III above, EDGAR Next
would:
     Offer a dashboard where filers would manage their EDGAR
accounts and where individuals that filers authorize could take
relevant actions for filers' accounts.
     Require each filer to authorize and maintain individuals
as its account administrators to act on behalf of the filer to manage
the filer's EDGAR account in accordance with the EDGAR account access
and account management requirements set forth in this proposal and the
EDGAR Filer Manual. Only those individuals who obtained individual
account credentials could be authorized to act on the filer's behalf to
manage its EDGAR account.
     Require each filer, through its authorized account
administrators, to confirm annually that all account administrators,
users, delegated entities, and technical administrators reflected on
the dashboard for the filer's EDGAR account are authorized by the filer
and that all information regarding the filer is accurate (generally
including the filer's corporate and contact information).
     Require each filer, through its authorized account
administrator(s), to maintain accurate and current information on EDGAR
concerning the filer's account, and securely maintain information
relevant to the ability to access the filer's EDGAR account.
     Allow individuals designated as account administrators to
file on EDGAR on the filer's behalf and authorize other individuals as
users to file.
     Allow filers to authorize delegated entities to file on
their behalf. Delegated entities would be subject to the same
requirements applicable to all filers.
     Offer optional APIs for machine-to-machine submissions and
retrieval of related filing information. Require filers who opt to use
the APIs to, through their account administrator(s), authorize at least
two technical administrators to manage the technical aspects of the
APIs.
     Amend Rules 10 and 11 under Regulation S-T and Form ID to
codify the above requirements for filers, to add and define new terms
as part of this proposal, and to capture additional information during
the application for EDGAR access, respectively.
    The discussion below addresses the potential economic effects of
the EDGAR Next changes, including the likely benefits and costs, as
well as the likely effects on efficiency, competition, and capital
formation. At the outset, we note that, where possible, we have
attempted to quantify the benefits, costs, and effects on efficiency,
competition, and capital formation expected to result from the
contemplated changes. In many cases, however, the Commission is unable
to quantify certain economic effects because it lacks the information
necessary to provide estimates or ranges. In those circumstances in
which we do not have the requisite data to assess the impact of the
EDGAR Next changes, we have analyzed their economic impact
qualitatively.

B. Baseline

    The current set of requirements to obtain access to and file on the
Commission's EDGAR system, as well as the account management practices
as they exist today, serve as the baseline from which we analyze the
economic effects of the EDGAR Next changes. Filers are comprised of any
individuals and entities that make a submission electronically through
EDGAR. For example, directors and executives of many public companies
have reporting obligations under section 16 of the Securities Exchange
Act of 1934.\110\ Entities consist of public operating companies,
investment companies, broker-dealers, transfer-agents, and other
institutions who have filing obligations with the Commission. The
parties directly affected by EDGAR Next are current and prospective
filers as well as relevant individuals or entities acting on filers'
behalf. In 2022, the Commission received approximately 79,457 Form ID
submissions.\111\ From 2018 to 2022, an average of approximately 62,061
Form IDs were submitted per year to the Commission.\112\
---------------------------------------------------------------------------

    \110\ See 15 U.S.C. 78p.
    \111\ This number includes 69,651 applications from prospective
filers without CIKs, 9,390 applications from filers who had lost
EDGAR access and were seeking to regain access to EDGAR (currently
submitted as passphrase updates, but under the proposal would be
submitted on Form ID), and 416 applications from filers with CIKs
who had not yet filed electronically on EDGAR.
    \112\ Similarly, this number includes applications from
prospective filers without CIKs, applications from filers who had
lost EDGAR access and were seeking to regain access to EDGAR
(currently submitted as passphrase updates, but under the proposal
would be submitted on Form ID), and applications from filers with
CIKs who had not yet filed electronically on EDGAR.
---------------------------------------------------------------------------

    Individuals and entities who seek to file on EDGAR apply for access
in accordance with Rule 10 of Regulation S-T by completing Form ID, the
uniform application for access codes to file on EDGAR.\113\ Form ID
currently

collects the applicant's contact information, along with the
applicant's EDGAR POC. Upon approval, the filer receives a unique CIK,
and the EDGAR POC generates access codes (including a password), using
their CIK and passphrase from the Filer Management website, which
allows the filer to make submissions on its EDGAR account. EDGAR filers
are required to renew their EDGAR password annually. Currently, EDGAR
system access has not incorporated multi-factor authentication to
validate individuals accessing EDGAR and simplify password retrieval.
Additionally, the Commission has no systematic way to determine with
whom the filer has shared EDGAR access codes, or when the filer has
revoked authorization. Filers are responsible for safeguarding their
access codes and monitoring the number of individuals authorized to
receive the codes.\114\ Certain filers and filing agents currently
devise their own internal systems to track who possesses their EDGAR
access codes. Because the Commission does not collect the personal
information of the specific individual who makes the submission, nor
does the Commission issue identifying credentials to individuals acting
on behalf of filers when filings are submitted, the Commission is
currently unable to match filings to specific individuals who made the
filings. EDGAR receives a large volume of filings, typically more than
500,000 per calendar year, and has approximately 220,000 active filers,
of which approximately 149,000 represent entities and approximately
71,000 represent individuals.\115\
---------------------------------------------------------------------------

    \113\ See supra note 23.
    \114\ See supra note 27.
    \115\ See supra note 100.
---------------------------------------------------------------------------

    The majority of Commission filings are made by filing agents on
behalf of their client filers.\116\ Certain filing agents and filers
use proprietary custom software to interface with EDGAR to mimic a
machine-to-machine submission process and eliminate the need for
individual human web-based interaction with the EDGAR filing websites.
To create this custom software, data are extracted from the EDGAR
filing websites and the custom software is configured to mimic a web-
based interaction. This model of interaction with EDGAR requires
frequent maintenance, however, since whenever EDGAR filing websites
change their content or structure, those changes impact the custom
software. Although Commission staff does not provide technical or other
support for custom software for interaction with EDGAR, staff seeks to
minimize filing disruptions and strives to provide notice to filers
prior to making website changes. As a result, however, technical
changes (e.g., maintenance, updates, etc.) to be implemented in EDGAR
may be slowed by the fact that staff has to consider downstream custom
software configurations.
---------------------------------------------------------------------------

    \116\ See supra note 28.
---------------------------------------------------------------------------

C. Consideration of Benefits and Costs as Well as the Effects on
Efficiency, Competition, and Capital Formation

1. Benefits
    The EDGAR Next changes seek to enhance the security of EDGAR,
improve filers' ability to securely manage and maintain access to their
EDGAR accounts, facilitate the responsible management of filer
credentials, and simplify procedures for accessing EDGAR. EDGAR Next
aims to improve access by filers and enhance security by identifying
individuals who submit filings on EDGAR. Improving access by filers and
the security of EDGAR may increase the accuracy of submissions to the
Commission and thereby the quality of the information available on
EDGAR, thus also improving regulatory oversight. After an initial setup
burden described below,\117\ these changes could potentially reduce the
burden for reporting entities because modernizing the EDGAR filing
regime could improve the accuracy and efficiency of filing preparation.
Additionally, the improved accuracy and efficiency of the filings
submitted to the Commission could reduce the costs associated with
receiving and processing such submissions, in part by reducing the
time, processing, and search costs, and accordingly aid the
Commission's examination and oversight functions. An increase in the
accuracy and quality of submissions would boost the efficiency of the
Commission's document review, processing, and quality assurance.
Further, the public would generally benefit from the implied increase
in informational efficiency resulting from EDGAR Next changes as they
use EDGAR filings for investment decisions.
---------------------------------------------------------------------------

    \117\ See infra Section IV.C.2.
---------------------------------------------------------------------------

    EDGAR Next would impose new requirements on existing filers,
relevant individuals acting on their behalf, and applicants for EDGAR
access. These requirements are designed to enhance the security of
EDGAR, and prevent the unauthorized access to information and systems
by: (1) identifying and authenticating individuals accessing EDGAR; (2)
requiring filers to authorize account administrators to manage their
accounts; (3) providing an account management dashboard to simplify the
management of EDGAR accounts and facilitate account administrators in
their compliance; (4) requiring filers, through their account
administrators, to annually confirm the individuals with roles on the
filer's dashboard, and to maintain accurate and current information on
EDGAR concerning the filer's account while securely maintaining
information relevant to access the filer's EDGAR account; and (5)
providing a machine-to-machine solution for filers to interface with
EDGAR.
a. Individual Account Credentials
    The amendments to Rule 10 would provide that filers may only
authorize individuals on the dashboard if those individuals have
obtained individual account credentials in a manner to be specified in
the EDGAR Filer Manual. The Commission also anticipates requiring
multi-factor authentication (which we anticipate would be performed
through Login.gov).\118\ We believe that by imposing the requirement to
require individual account credentials for the individuals accessing
the dashboards for all existing and prospective EDGAR filers, EDGAR
Next would generally improve the security of the EDGAR system in three
different ways. First, this requirement would eliminate the need for
filers to share their EDGAR access codes with various individuals
acting on behalf of the filer, reducing the likelihood of an
unauthorized individual gaining access to the filer's account. For
example, a personnel change or management reorganization at the filer
could create a situation where previously authorized filing agents or
former employees of the filer lose their privileges, but still possess
the EDGAR access codes. The risk of unauthorized access is heightened
when there is no internal method of tracking possession of EDGAR access
codes. Second, individual account credentials provide a means of
associating any given filing with the particular individual who
submitted such filing. The ability to associate the relevant
individuals to the filings they submitted would benefit the Commission
and the filer in resolving issues with problematic filings. Third,
individual account credentials would provide an additional layer of
validation with the anticipated requirement of multi-factor
authentication that would

require users to present a combination of two or more credentials for
access verification, thereby strengthening identity verification and
the security of access to EDGAR.\119\
---------------------------------------------------------------------------

    \118\ In connection with the proposed amendments, the Commission
also proposes to amend Rule 11 under Regulation S-T, ``Definitions
of terms used in this part,'' to add and define new terms as part of
this rulemaking, and update the definitions of existing terms as
needed.
    \119\ See supra text following note 59.
---------------------------------------------------------------------------

b. Account Administrators
    The proposed amendments to Rule 10 also would require filers to
authorize account administrators to act on the filers' behalf to manage
their accounts. Currently, anyone who possesses a filer's access codes
can make a filing on that filer's EDGAR account. If the codes are
shared or left unprotected by the people who have them, they may be
obtained by someone who could use them to make an unauthorized filing,
and neither the filer nor Commission staff would be able to easily
trace the unauthorized filing through EDGAR to the individual who made
it. Under EDGAR Next, account administrators would improve the security
of EDGAR because account administrators would oversee and monitor the
filer's account. Account administrators would have the ability to
authorize, remove authority, and track all individuals acting on the
filer's behalf, thereby reducing the risk of unauthorized access to the
filer's account. The account administrator's monitoring of the filer's
account would allow for prevention and timely detection of potential
harms resulting from unauthorized access. It is difficult to quantify
the potential benefits to filers of these aspects of the proposed
changes because they would depend, in part, on the security risks faced
by filers and the effectiveness of their existing systems to protect
against unauthorized use of EDGAR access codes.
    Individual filers and filers who are single-member companies would
be required, under proposed Rule 10(d)(2), to authorize and maintain at
least one account administrator. The designation of account
administrators would also help facilitate communication between filers
and the Commission, thus reducing the risk of possible interruptions in
filer EDGAR activities. Currently, filers designate a point of contact
on their Form ID to enable communication with the Commission.
Correspondence between the Commission and the EDGAR POC regarding the
filers' account activities may be delayed in the event that the EDGAR
POC is no longer associated with the filer, because the filer may not
update their EDGAR POC information with the Commission. All filers who
are not individuals or single-member companies would be required to
authorize and maintain at least two account administrators. The minimum
requirement of two account administrators would lower the likelihood of
the previously mentioned scenario. In addition, though the current
EDGAR POC receives the access codes on behalf of the filer, he is not
necessarily authorized to act on behalf of the filer. Under EDGAR Next,
the account administrator, on behalf of the filer, would oversee all
other designated roles and would be responsible for the management of
the filer's account.
c. Dashboard
    Commission staff is also aware that certain filers and filing
agents currently have internal systems that track which individuals
possess their EDGAR access codes. The cost to these filers in
transitioning to the dashboard would be the same as if they did not
have an internal system. We can infer that the cost to these filers
would be less on an ongoing basis if they use the dashboard instead of
their current system due to the elimination of ongoing maintenance
costs for their system. Moreover, the dashboard would offer the
advantage of being a uniform system for all filers that additionally
allows Commission staff visibility into individuals authorized to act
for the filer. This additional qualitative benefit is not present for
current filer internal tracking systems. Furthermore, filers without a
system for tracking individuals in possession of EDGAR codes currently
would be afforded a tool to do so through EDGAR, thereby facilitating
compliance with their existing and proposed obligation to securely
maintain access to their accounts.
    As proposed, Rule 10(d)(6) essentially codifies the current
requirement for a filer to securely maintain its EDGAR access codes.
Under the proposal, filers, through their account administrators, would
be required to securely maintain information relevant to the ability to
access their EDGAR accounts. Access to the dashboard would require
individual account credentials, completion of the anticipated
requirement of multi-factor authentication steps, and authorization
from account administrators. Because of these security features,
individuals in designated roles on the dashboard could safely access
the CCC code to file on behalf of the filers.\120\ This added security
feature would eliminate the need to share the CCC codes with various
individuals thus minimizing the risk of unauthorized access.
---------------------------------------------------------------------------

    \120\ See supra note 26.
---------------------------------------------------------------------------

    Additionally, the dashboard functionality of EDGAR Next would
provide time and labor efficiencies in managing filers' EDGAR accounts,
while facilitating compliance with the proposed rule requirements:
    First, the dashboard would have a flexible user interface that
would provide time and labor efficiencies to account administrators by
facilitating the management of filers' EDGAR accounts, and compliance
with the proposed changes. Through the dashboard's interface, an
account administrator would have access to readily available
information that would facilitate compliance with proposed Rule
10(d)(4), assist in tracking those authorized to file on EDGAR, and
provide an opportunity for account administrators to confirm the
accuracy of all information contained on the dashboard. Furthermore,
through the dashboard's interface, account administrators could add an
individual as a user, account administrator, or technical administrator
for an EDGAR account on the dashboard. Additionally, using API tokens
as a method of authentication would eliminate the need for manual
individual account credential multi-factor authentication. This would
decrease the time required to submit filings, facilitate the ability to
pre-schedule and perform bulk filings, and reduce the potential for
error due to manual processing and the risk of missing deadlines.
Moreover, through the dashboard's interface, account administrators
could generate a CCC for newly issued CIKs. The CCC would be securely
saved in the dashboard visible to all authorized account administrators
and users. The CCC would remain as the code required for filing in the
account.
    Second, the dashboard would provide additional time and labor
efficiencies through the user groups feature. This functionality would
particularly benefit delegated entities in managing multiple users and
multiple filers' delegations of authority. EDGAR Next would allow up to
500 users per filer, and delegated users would be able to make
submissions on behalf of the delegating filer. Assigning multiple users
on an individual basis to a given filer would be time consuming and
labor intensive, which would be detrimental to filers when they may
need to make time-sensitive filings. The user group feature would
streamline that process and allow delegated entities to assign multiple
users to a specific filer at once. The dashboard would harness the
benefits of technology and modernize the EDGAR access and management
functions while providing filers the flexibility to adapt to changes
rapidly, which is significant particularly in scenarios that could
negatively impact filing times.

    The institution of the user role would particularly benefit large
filers or filing agents submitting multiple forms, for multiple
entities. Allowing up to 500 users per filer would increase the
likelihood of filling success for large filers and filing agents by
providing these entities flexibility in assigning multiple users to
various user-groups. Users would be able to remove themselves as a user
for a given filer, thereby facilitating the maintenance of updated
dashboard information that would benefit all affected parties.
d. Proposed Rules 10(d)(4), (d)(5), and (d)(6)
    The proposed Rules 10(d)(4), (d)(5), and (d)(6) would require the
filer, through its authorized account administrators: to annually
confirm that all individuals reflected on the dashboard for the filer's
EDGAR account are authorized by the filer and that all information
regarding the filer on the dashboard is accurate; to maintain accurate
and current information about the filer on EDGAR; and to securely
maintain information relevant to the ability to access the filer's
EDGAR account. It would assist the filer in tracking and confirming
those individuals and delegated entities authorized to act on behalf of
the filer, and to remove those no longer authorized. Confirming the
accuracy of individuals authorized to act on behalf of filers while
ensuring the safeguard of account access related information would
enhance the security of EDGAR by reducing the risk of unauthorized
access therefore reducing the likelihood of unauthorized filings. The
Commission preliminarily believes that to the extent that the risk of
unauthorized access is reduced, taking measures that may prevent
unauthorized filings is inherently more efficient than remediating the
consequences of such events after it occurred.
    Additionally, failure to perform the annual confirmation of the
information on the dashboard would result in the deactivation of the
filer's access and the removal of individuals from the filer's account
upon deactivation. Failure to perform annual confirmation could signal
that the account has been abandoned. Deactivation would further benefit
filers and all individuals associated with the filer's account by
protecting their information listed on the dashboard. Proposed Rule
10(d)(5) is analogous to the current requirements to securely maintain
EDGAR access and to maintain accurate company information on
EDGAR.\121\ Ensuring the accuracy of filer's relevant information
contained in EDGAR would increase the reliability of such available
information and thus would enhance the Commission's oversight
capabilities, which benefits both the Commissions and the public.
Furthermore, accurate and reliable EDGAR information would benefit the
filer by facilitating a timelier remediation of problematic filings.
---------------------------------------------------------------------------

    \121\ See supra note 88.
---------------------------------------------------------------------------

e. Optional APIs
    In connection with the EDGAR Next changes, the Commission would
provide optional APIs that would permit filers to interface on a
machine-to-machine basis with the EDGAR platform. These APIs would
benefit filers and the Commission by automating filers' connection to
EDGAR for submission and retrieval of certain filing-related data and
by reducing network traffic to the Commission. The Commission would
offer three APIs: a submission API, a submission status API, and an
operational status API.
    With respect to the process for submissions, the submission API
would benefit filers by allowing for more secure submissions since
prior to using the APIs, the filer's technical administrator would be
required to generate a filer API token to authenticate the filer, and
the user would be required to generate a user API token to authenticate
the user. The API tokens would be confidential and generated through
the dashboard. The above requirements would provide additional
assurance that the user is indeed authorized to submit the relevant
filing.
    The APIs would further streamline the submission and retrieval
process since the use of APIs and user tokens would allow automated
server-to-server authentication without the need for manual login and
multi-factor authentication. As mentioned before, many filing agents'
software use web scraping to retrieve information from EDGAR for filing
purposes and to make submissions. Though widely used, scraping depends
on the underlying structure of the external web page being scraped.
Thus, any minor changes to the underlying structure of the EDGAR
websites could impact the filers' software. The APIs would provide a
more reliable way for filers to interact with EDGAR since future
changes to EDGAR would likely not impact filers' software.
    Further, the submission status API would allow filers to assess
information regarding submission status via machine-to-machine
communication. The submission status API would allow filers and filing
agents to use their filing application to simultaneously check the
status of multiple EDGAR submissions in a batch process as opposed to
individually checking the submission status of each submission after
manually logging into EDGAR. The submission status API would increase
the likelihood that the Commission receives submissions promptly by
limiting the risk of a failed submission through early communication
with the filers or their authorized representatives, benefiting the
Commission, filers and filing agents. An increase in the certainty and
timeliness of submission boosts the overall information quality of the
EDGAR system.
    By opting to use the APIs, filers would further benefit by using
direct machine-to-machine connections that would be approved and
maintained by the Commission (as opposed to current third-party custom
applications). As described in Sections III.D.2 and 3, filers and
filing agents, as well as those using third-party custom applications
continuously interact with the EDGAR system inquiring as to the status
of submissions, or the operating status of EDGAR. Such inquiries into
EDGAR create significant network traffic. For example, this network
traffic could be more severe in the case of a large filing agent
checking the status of multiple submissions. Instead of manually
logging into EDGAR and individually checking the status of each
submission, the submission status and operational status APIs would
benefit the Commission and filers by allowing filers to simultaneously
check the status of multiple submissions in a batch process as opposed
to checking the status of each submission individually, thereby
reducing network traffic created when filers are repeatedly requesting
the status of their submissions, or the operational status of EDGAR.
    Additionally, a filer who opts to use APIs would be required to
authorize at least two technical administrators, and would be allowed a
maximum of ten technical administrators to facilitate communication
with the Commission on API-related technical issues. This would reduce
the chance that filers' API access would be interrupted for any
unforeseen technical issues.
2. Costs
    We believe that the costs associated with EDGAR Next would
primarily result from compliance costs borne by filers as described in
the Paperwork Reduction Act (``PRA'') analysis below, associated costs
to comply with new

Rule 10 requirements, and the one-time burden for filers to adjust
their internal filing application software to interface with the
APIs.\122\ While filers are not currently subject to analogous specific
requirements regarding access, they are nevertheless subject to the
same general requirements regarding securely maintaining EDGAR access
codes and limiting the number of persons who possess the codes.
---------------------------------------------------------------------------

    \122\ See infra Section V.
---------------------------------------------------------------------------

    The proposed additional disclosure requirements for Form ID would
entail certain incremental compliance costs.\123\ For example, filers
are already subject to the disclosure requirements of Form ID and under
EDGAR Next we estimate for purposes of the PRA that Form ID's burden
hours would increase by 0.3 burden hours.\124\ Collectively, we
estimate the burden to all filers to comply with the proposed
amendments to Form ID would be 47,674 hours per year.\125\ Filers would
also incur labor costs associated with authorizing account
administrators, along with fees associated with authorized individuals
granting powers of attorney to designated individuals and delegated
entities if those individuals being designated as account
administrators are not employees of the filer. However, such costs
would be mitigated by the six-month enrollment period of EDGAR Next,
which would allow existing and prospective filers to enroll their
account administrators without submitting a Form ID. Other costs that
could arise from the proposal would stem from a filer's failure to
perform, through its authorized account administrator, the required
annual confirmation pursuant to proposed Rule 10(d)(4). Failure to
perform the annual confirmation of the information on the dashboard
would result in the deactivation of the filer's access, and the removal
of individuals associated with the filer's account upon
deactivation.\126\ Filers would incur an additional burden of
submitting a new Form ID application to regain access to file on EDGAR,
and re-issuing invitations to any technical administrators, users, and
technical administrators associated with their account prior to
deactivation. However, these costs would potentially be mitigated by
EDGAR's multiple notices of the impending confirmation deadline to
account administrators on the dashboard and by email.\127\
---------------------------------------------------------------------------

    \123\ See infra Section V.
    \124\ See infra note 140.
    \125\ See infra note 141141.
    \126\ See supra note 71.
    \127\ See supra note 70.
---------------------------------------------------------------------------

    The Commission would further ease the transition for filers by
allowing relevant individuals of the filer to submit bulk enrollment of
up to 100 filers and their account administrators. This would
particularly benefit large filing agents enrolling multiple accounts by
saving time and labor costs. The dashboard would require filers to
incur costs to set up their accounts, as set forth in the PRA, and
would require some period of time to maintain accurate and current
information on EDGAR, confirm annually on EDGAR that all users, account
administrators, technical administrators, and/or delegated entities
reflected on the dashboard for the filer's EDGAR account are authorized
by the filer, and that the filer's information on the dashboard is
accurate, and securely maintain relevant account access information,
largely depending on the number of users the filer authorizes and the
amount of turnover of relevant personnel.\128\ We recognize that due to
these factors, the burden incurred would vary across filers. Filers
with a large number of users and significant turnover would likely
spend a greater amount of time managing their dashboard accounts. And
filers with few users and little turnover would likely have infrequent
need to manage individuals on the dashboard. Similarly, larger filers
managing multiple CIKs would spend more time performing their required
annual confirmation, and thus would incur a higher associated
compliance cost associated. For purposes of the PRA, we estimate that,
on average, each filer would incur one burden hour per year managing
their account in the dashboard.\129\
---------------------------------------------------------------------------

    \128\ See infra Section V.B.
    \129\ See infra text preceding note 142.
---------------------------------------------------------------------------

    Collectively, we estimate the burden to all filers to comply with
the proposed new dashboard requirements would be 220,000 hours per
year.\130\ However, such burden would be mitigated by active
notifications and other efficiencies provided by the dashboard as an
account management tool.
---------------------------------------------------------------------------

    \130\ See infra note 143143.
---------------------------------------------------------------------------

    Filers or filing agents who choose to use the optional APIs would
incur a one-time cost to adjust their internal software systems to the
new EDGAR APIs. Given that the APIs are optional, filers would
presumably incur this cost to the extent that the benefits of using the
APIs are expected to exceed the cost of doing so. Further, for filers
who substitute the optional APIs for custom filing software, the cost
of adjusting internal software systems to use the new EDGAR APIs would
be mitigated by the elimination of current ongoing maintenance costs
associated with adjusting their custom software each time EDGAR
undergoes changes. The costs of developing software to use the APIs
would not apply to filers who do not generally utilize custom filing
software, as these filers could continue using the EDGAR websites to
submit their filings. We have observed that small filers typically do
not utilize custom filing software and we expect they will generally
not incur these costs. Furthermore, the Commission would make available
an EDGAR Next Beta to facilitate a smooth transition process for all
affected parties.
    We further estimate the direct costs to filers or filing agents
associated with the proposed optional API requirements, including time
and personnel costs to build a filing application integrated with all
functions to successfully connect to the EDGAR APIs. Depending on their
existing software, complexity of their application and individual
business models, among other factors, these expenses are likely to vary
across filers. Based on Commission experience from developing EDGAR
Next the total estimated cost per filer for filing applications to
connect to an EDGAR API by an external programmer analyst would range
from $31,104 \131\ for filers with a preexisting filing application to
$38,880 assuming the filers do not have a preexisting filing
application.\132\ The total estimated burden hours for filers
developing their application internally

would range between 96 burden hours \133\ and 120 burden hours.\134\
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    \131\ An outside Senior Programmer Analyst salary range
(national averages) is available from www.payscale.com. Using data
from the 75th percentile, adjusting for a 1,800 hour work year, and
multiplying by the 5.35 factor which normally is used to include
benefits but here is used as an approximation to offset the fact
that New York salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate of $31,104 is
based on the following calculation: $5,184 to simply connect an
existing filing application to the API (16 hours = 2 days x 8 hours
per day for a Senior Programmer Analyst at a rate of $324/hour) +
$25,920 (80 hours = 2 weeks x 5 days per week x 8 hours per day for
a Senior Programmer Analyst at a rate of $324/hour to configure the
filing application correctly to be able to use the API).
    \132\ An outside Senior Programmer Analyst salary range
(national averages) is available from www.payscale.com. Using data
from the 75th percentile, adjusting for a 1,800 hour work year, and
multiplying by the 5.35 factor which normally is used to include
benefits but here is used as an approximation to offset the fact
that New York salaries are typically higher than the rest of the
country, the result is $324 per hour. The estimate of $38,880 is
based on the following calculation: $12,960 to create a new filing
application and connect it to the API (40 hours = 5 days x 8 hours
per day for a Senior Programmer Analyst at a rate of $324/hour) +
$25,920 to configure the filing application correctly to be able to
use the API (80 hours = 2 weeks x 5 days per week x 8 hours per day
for a Senior Programmer Analyst at a rate of $324/hour).
    \133\ The estimate is based on the following calculation: 16
hours to simply connect an existing filing application to the API by
a Senior Programmer Analyst (16 hours = 2 days x 8 hours per day) +
80 hours (80 hours = 2 weeks x 5 days per week x 8 hours per day)
for a Senior Programmer Analyst to configure the filing application
correctly to be able to use the API.
    \134\ This estimate is based on the following calculation: 40
hours to create a new filing application and connect it to the API
(40 hours = 5 days x 8 hours per day) + 80 hours to configure the
filing application correctly to be able to use the API (80 hours = 2
weeks x 5 days per week x 8 hours per day).
---------------------------------------------------------------------------

    Filers who choose to use the APIs would also incur the additional
cost of authorizing two technical administrators to manage the
technical aspects of the APIs. We do not expect that filers would need
to hire new employees to fill the technical administrator role since
the primary responsibilities for the technical administrator are to
generate the filer API token on an annual basis and securely store it
within a filer's application. For purposes of the PRA, we estimate that
filers would incur a burden of one hour per year per CIK with respect
to the technical administrators' responsibilities, depending on
security standards imposed by the filer or filing agent.\135\
---------------------------------------------------------------------------

    \135\ See infra note 143 and accompanying text 141.
---------------------------------------------------------------------------

3. Effects on Efficiency, Competition, and Capital Formation
    EDGAR Next would increase the efficiency of filings and filing
preparation by improving the accuracy of submissions and improving
regulatory oversight into filings. The Commission preliminarily
believes that enhancements to EDGAR security from the proposed EDGAR
Next changes may improve efficiency by minimizing the risk of
unauthorized access thus reducing the likelihood of unauthorized
filings. Facilitating access and improving the tracking mechanism of
who files on EDGAR would increase public confidence in the large amount
of information submitted through EDGAR. Moreover, an increase in the
accuracy and timeliness of processing submissions would boost the
efficiency of the Commission's document review, processing, and quality
assurance.
    Enhancing the security of EDGAR would better protect against
unauthorized access to the EDGAR system, thereby reducing the
possibility of unauthorized filings that could have a distorting impact
on the market. Strengthening filing security could marginally increase
investor confidence and promote effective and well-functioning capital
markets. The public would generally benefit from the implied increase
in informational efficiency resulting from the improved accuracy and
timeliness of processing submissions, as they use EDGAR filings for
investment decisions. Overall, however, we do not expect the EDGAR Next
changes to have a significant effect on capital formation because the
contemplated security enhancements would not necessarily change market
price fundamentals.
    As discussed above, because the EDGAR Next changes would
potentially increase the compliance requirements for filers, they could
result in an increased demand for delegated entities to the extent that
delegated entities find it profitable. This might increase competition
among delegated entities, resulting in lower fees for filers with
delegated entities. We cannot assess the relative likelihood of the
above competitive effects among delegated entities because we are
unable to estimate how many filers would choose to use delegated
entities as a result of the proposal.

D. Reasonable Alternatives

1. Require Personally Identifiable Information in Addition to
Individual Account Credentials
    The proposed amendments would require all filers and relevant
individuals acting on filers' behalf to obtain their individual account
credentials prior to being authorized for any EDGAR Next role.
Alternatively, the Commission could require that U.S.-based individuals
provide certain personally identifiable information (``PII'') in
addition to individual account credentials. Compared to the proposed
amendments, while requiring PII from U.S.-based individuals and
companies may result in a higher identity assurance level for U.S.-
based persons, it would not achieve the same benefit for foreign
individuals. Foreign individuals use different forms of PII, including
different identifying documents, which makes it inherently difficult
for a single vendor (database) to reliably identify everyone in the
world. Additionally, the costs to the Commission of acquiring and
safeguarding PII would exceed the benefits of doing so. Thus, this
alternative would represent an extra burden to U.S.-based filers and
individuals acting on their behalf, as well as the Commission.
2. Requirements for Individual and Small Filers
    EDGAR Next would apply to all prospective and existing filers
regardless of size. As an alternative, the Commission could simplify
compliance requirements designed to address resource constraints of
small entities. For example, the Commission could consider exempting
small filers from proposed Rule 10(d)(4) that would require filers,
through their authorized account administrators, to confirm annually
that all account administrators, users, and delegated entities, and
technical administrators reflected on the dashboard for the filer's
EDGAR account are authorized by the filer and that all information
regarding the filer on the dashboard is accurate. Further, the
Commission could exempt small filers from proposed Rule 10(d)(1), and
instead allow small filers to independently develop practices and
recordkeeping to track individuals acting on their behalf and safeguard
their account access codes. To the extent that simplifying these
requirements could reduce regulatory burden on small filers, while
affording small filers greater discretion into how they manage their
accounts and securely maintain their EDGAR access codes, exempting a
particular group of users would hinder the Commission's effort of
establishing uniform requirements for all filers and individuals acting
on their behalf.
    For instance, because EDGAR Next would eliminate the use of the
several passcodes and eliminate the present requirement to change the
EDGAR password annually, exempting small filers from proposed Rule
10(d)(4) would generally lessen the security of their filing regime.
Moreover, the Commission believes that any costs savings associated
with exempting small filers from parts of EDGAR Next would likely be
minimal. Small filers would still incur a cost of implementing their
own practices and recordkeeping which might be higher than the cost of
complying with the EDGAR Next changes and would impose a burden on
small filers due to their limited resources and less established
history of implementing such practices and recordkeeping. The EDGAR
Next changes are designed to enhance the EDGAR filing regime,
including, among other things, strengthening access to filers' EDGAR
accounts by establishing a uniform method for authorizing, identifying,
and tracking all individuals authorized to act on each filer's behalf.
Additionally, a benefit of EDGAR Next is the elimination of password
sharing. Exempting small filers from obtaining individual account
credentials would not achieve that objective and therefore

would not generally improve the security of EDGAR.
3. Implementing Performance-Based Standards
    The EDGAR Next proposal mandates the performance of certain
prescribed requirements to enhance the security of EDGAR's filing
regime. We could consider an alternative with a more performance-based
approach that would not spell out the precise actions filers need to
take in order to improve the security of their EDGAR accounts, but
instead only state that filers should have in place practices and
recordkeeping that would allow the Commission to more easily identify
anyone who makes a submission on the filer's behalf, and ensure that
only individuals authorized by the filer are privy to the filer's
access codes. For example, filers might opt to authorize only one
account administrator rather than authorize and maintain two such
individuals, or filers might determine that they do not need the
additional security provided by multi-factor authentication for
designated individuals to be authorized to act on their behalf on the
dashboard.
    The benefits of such an approach would be that filers would have
more flexibility in what their practices and recordkeeping cover. Such
an approach would provide the benefit of reducing the regulatory burden
for certain filers by permitting them to tailor their EDGAR access
compliance requirements to fit their own particular circumstances, and
would provide filers greater discretion into how they manage their
EDGAR accounts and safeguard their account access codes. To the extent
that this approach provides more flexibility to certain filers, this
alternative could also increase compliance cost to the detriment of
some filers who may incur higher cost to set up practices and
recordkeeping arrangements to manage their account and safeguard their
access codes. Furthermore, this approach would diminish the intended
benefits of the EDGAR Next changes. Filers who bypass the individual
account credential requirements would make it difficult for the
Commission to match specific filings to the relevant individual who
made the submissions, while authorizing only one account administrator
would probably not reduce the likelihood of managing EDGAR accounts
without interruptions.
    Overall, a performance-based approach would create inconsistencies
in improving the overall security of EDGAR, facilitating the
responsible management of EDGAR filer credentials, and simplifying
procedures for accessing EDGAR. In addition, any cost savings
associated with a performance-based approach would likely be minimal
because filers would still incur the cost of compliance. In sum, this
alternative would limit the magnitude of the benefits for filers that
would result from the contemplated EDGAR Next changes.
4. Institute Phased Compliance Dates by Filer Category or Form Type
    The proposed amendments would have a single compliance date. As an
alternative, we could employ phased compliance dates to either
accelerate or postpone compliance for particular filers. Phased
compliance would particularly benefit smaller filers by affording them
a longer time period to come into compliance with EDGAR Next, while
further facilitating compliance with other contemporaneous rules with
similar or earlier compliance deadlines. To the extent that a phased
compliance would provide filers with more time to comply with EDGAR
Next changes, compared to the proposed compliance timeline, postponing
compliance would delay the benefits provided by the proposed changes,
while accelerating compliance might result in additional transition
challenges for these filers.

E. Requests for Comment

    55. The Commission requests comment on all aspects of the economic
effects of the EDGAR Next changes, including any anticipated impacts
that are not mentioned here. We are particularly interested in
quantitative estimates of the benefits and costs, in general or for
particular types of affected parties, including smaller entities. We
also request comment on reasonable alternatives to the EDGAR Next
changes and on any effect the changes may have on efficiency,
competition, and capital formation.
    56. Do you agree with the estimated benefits that EDGAR Next would
provide to filers? If not, why?
    57. Do you agree with the estimated costs associated with the EDGAR
Next changes? If not, why? Please provide your views on the burden of
complying with the EDGAR Next changes relative to our estimates. In
particular, would filers and filing agents switch to using the optional
APIs contemplated as part of EDGAR Next? If not, why?
    58. Are there any filers for whom the compliance costs associated
with EDGAR Next would not be justified by the benefits such that
exempting those entities would be advisable? If so, which filers should
the Commission exempt, and why?
    59. Does the contemplated compliance timeline provide filers
sufficient time to transition to EDGAR Next? If not, what would be the
additional cost incurred in order to meet the contemplated compliance
timeline?
    60. Would EDGAR Next require any existing filers with delegated
authority to file on behalf of a related person or entity to materially
change the way they operate? If so, in what ways? What would be the
cost associated with such change? For instance, many companies may file
on behalf of their section 16 directors and officers, and some
investment companies may also make filings on behalf of other funds
within their fund family.
    61. Prospective filers could designate as account administrators
(i) individuals employed at the filer or an affiliate of the filer (in
the case of company applicants) or themselves (in the case of
individual applicants), as well as (ii) any other individual, provided
the filer submitted a notarized power of attorney authorizing such
other individual to be its account administrator. Are filers likely to
designate individuals other than themselves or their employees or
employees of their affiliates? What would be the costs associated with
this determination?
    The Commission also requests comment and supporting empirical data
on the burden and cost estimates for the proposed rule, including the
costs that filers and potential filers may incur.

V. Paperwork Reduction Act

    Certain provisions of the proposed amendments contain ``collection
of information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\136\ We are submitting the proposed
collections of information to the Office of Management and Budget
(``OMB'') for review in accordance with the PRA.\137\ An agency may not
conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid OMB
control number. Compliance with the information collection is
mandatory. Responses to the information collection are not kept
confidential, and there is no mandatory retention period for the
information disclosed. The title for the existing collection of
information that we are proposing to amend is ``Form ID--EDGAR
Password'' (OMB Control No. 3235-0328). Our proposal also includes a
new collection of information titled ``the dashboard.'' The amendments
to Form ID and the

implementation of the dashboard are designed to harness the benefits of
improved technology and to modernize the EDGAR access and management
functions. A detailed description of the proposed amendments, including
the amendments to Form ID and the implementation of the dashboard,
including the need for the information and its proposed use, as well as
a description of the likely respondents, can be found in Section III
above, and a discussion of the expected economic impact of the proposed
amendments can be found in Section IV above. We discuss below the
collection of information burdens associated with each initiative.
---------------------------------------------------------------------------

    \136\ 44 U.S.C. 3501 et seq.
    \137\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
---------------------------------------------------------------------------

A. Form ID

    Form ID must be completed online and submitted to the Commission by
all individuals, companies, and other organizations who seek access to
file electronically on EDGAR.
    As outlined above, the amendments to Form ID would require an
applicant for EDGAR access to undertake certain additional disclosure
obligations, including most significantly: (1) designating on Form ID
specific individuals the applicant authorizes to act as its account
administrator(s) to manage its EDGAR account on a dashboard on EDGAR;
(2) indicating the applicant's LEI, if any; (3) providing more specific
contact information about the filer, its account administrators, its
authorized individual (individual authorized to submit Form ID on the
filer's behalf), and its billing contact (including mailing, business,
and billing information, as applicable); (4) specifying whether the
applicant, its authorized individual, person signing a power of
attorney (if applicable), account administrator, or billing contact has
been criminally convicted as a result of a Federal or State securities
law violation, or civilly or administratively enjoined, barred,
suspended, or banned in any capacity, as a result of a Federal or State
securities law violation; (5) indicating whether the applicant, if a
company, is in good standing with its state or country of
incorporation; (6) requiring submission of a new Form ID if the
applicant claims to have (i) lost electronic access to its existing CIK
account or (ii) assumed legal control of a filer listed on an existing
CIK account but did not receive EDGAR access from that filer; and (7)
requiring those seeking access to an existing EDGAR account to upload
to EDGAR the documents that establish the applicant's authority over
the company or individual listed in EDGAR on the existing account. The
proposed amendments would also simplify filer account management by
eliminating the EDGAR password, PMAC, and passphrase.
    For purposes of the Paperwork Reduction Act, the currently approved
burden includes an estimate of 57,329 Form ID filings annually and
further estimates approximately 0.30 hours per response to prepare and
file Form ID, for a total of 17,199 annual burden hours. Those
estimates include the number of Form ID filings for filers without CIKs
(48,089 filings), filers with CIKs who are seeking to regain access to
EDGAR (8,836 filings), and filers with CIKs who have not filed
electronically on EDGAR (404 filings).\138\ Filers are responsible for
100% of the total burden hours.
---------------------------------------------------------------------------

    \138\ 48,089 filings for users without CIKs + 8,836 filings for
filers who are seeking to regain access to EDGAR + 404 filings for
filers with CIKs who have not yet filed electronically on EDGAR =
57,329 filings.
---------------------------------------------------------------------------

    There were 79,457 Form ID filings in calendar year 2022. The
estimate includes the number of filers without CIKs, filers with CIKs
who have not filed electronically on EDGAR, and filers with CIKs who
are seeking to regain access EDGAR.\139\ If the proposed access changes
and proposed Form ID amendments are implemented, for purposes of the
Paperwork Reduction Act, we estimate that the number of Form ID filings
would remain the same and that the number of hours to prepare Form ID
would increase by 0.30 hours.\140\
---------------------------------------------------------------------------

    \139\ 69,651 filings for users without CIKs + 9,390 filings for
filers who are seeking to regain access to EDGAR + 416 filings for
filers with CIKs who have not yet filed electronically on EDGAR =
79,457 filings.
    \140\ The increase in burden would vary by applicant depending
on whether certain of their responses required additional
information (e.g., explaining the circumstances surrounding any of
its operatives who are currently subject to Federal or State
securities law investigations, proceedings, convictions,
suspensions, or bars, and for applicants seeking access to an
existing CIK account, providing the documents that establish the
applicant's authority over the company or individual currently
listed in EDGAR as corresponding to the existing CIK account).
---------------------------------------------------------------------------

    Thus, for purposes of the Paperwork Reduction Act, the estimated
total number of annual Form ID filings would increase from 57,329
filings to 79,457 filings. The estimate of 0.30 hours per response
would increase to 0.60 hours per response. The estimated total annual
burden would increase from 17,199 hours to 47,674 hours.\141\ The
estimate that the filers are responsible for 100% of the total burden
hours would stay the same.
---------------------------------------------------------------------------

    \141\ 79,457 filings x 0.60 hours/filing = 47,674 hours.

----------------------------------------------------------------------------------------------------------------
                                            Annual number of filings              Annual time burden (hrs.)
                                     ---------------------------------------------------------------------------
               Form ID                 Previously                            Previously
                                        approved      Requested    Change     approved      Requested    Change
----------------------------------------------------------------------------------------------------------------
Form ID.............................       57,329        79,457    22,128        17,199        47,674    30,475
----------------------------------------------------------------------------------------------------------------

B. The Dashboard

    To file on EDGAR, each filer must also comply with certain account
access and management requirements by taking actions on the dashboard.
As outlined above, each filer must authorize individuals to act on its
behalf on the dashboard, and those individuals must have obtained
individual account credentials for EDGAR in the manner specified in the
EDGAR Filer Manual. Moreover, each filer, through their account
administrators, is required to: (i) authorize and maintain at least two
individuals as authorized account administrators to act on the filer's
behalf to manage the filer's EDGAR account, except a filer who is an
individual or single-member company must authorize and maintain at
least one individual as an account administrator; (ii) confirm annually
on EDGAR that all users, account administrators, technical
administrators, and/or delegated entities reflected on the dashboard
for the filer's EDGAR account are authorized by the filer, and that the
filer's information on the dashboard is accurate; (iii) maintain
accurate and current information on EDGAR concerning the filer's
account, including but not limited to accurate corporate information
and contact information (such as mailing and business addresses, email
addresses, and telephone numbers); (iv) securely maintain information
relevant to the ability to access the filer's EDGAR account, including
but not limited to access through any EDGAR API; and (v)

if the filer chooses to use an EDGAR API, authorize at least two
technical administrators to act on the filer's behalf to manage
technical matters related to the filer's use of an API.
    Through the dashboard, account administrators could: (i) add and
remove users, account administrators, and technical administrators
(including removing themselves as an account administrator); (ii)
create and edit groups of users; (iii) delegate filing authority to
third parties with EDGAR accounts and remove such delegations; and (iv)
generate a new CCC.
    For purposes of the PRA, we estimate that each filer would spend
approximately one hour setting up the dashboard, and approximately one
hour per annum managing the filer's account on the dashboard. This
burden would vary across filers depending on the size of the filer, the
number of users, account administrators, technical administrators, and
delegated entities authorized by the filer, as well as the amount of
annual staff turnover for those individuals and entities, among other
factors. For a small number of filers, the annual burden could
significantly exceed our estimate (e.g., filing agents who may have a
large number of authorized individuals, as well as multiple accepted
delegations and user groups for which delegated users would need to be
maintained). On the other hand, for the vast majority of filers, the
annual burden would presumably be less than our estimate because we
expect most filers to have a small number of authorized individuals and
experience little or no annual turnover with regard to those
individuals.\142\ Consequently, the anticipated total annual burden
attributed to the dashboard would be approximately 220,000 burden
hours.\143\
---------------------------------------------------------------------------

    \142\ A filer survey conducted by a filing agent found that at
least 64% of respondents planned to have three or fewer account
administrators, and 96% of respondents planned to have fewer than 20
users. See Workiva Comment Letter. Moreover, since filers are not
required to authorize users, technical administrators, or
delegations, filers who did not choose to authorize such individuals
or third parties would not have any associated burdens.
    \143\ 149,000 active entity filers on EDGAR x 1 hour = 149,000
burden hours. 71,000 active individual filers on EDGAR x 1 hour =
71,000 burden hours. 149,000 burden hours + 71,000 burden hours =
220,000 total annual burden hours.

----------------------------------------------------------------------------------------------------------------
                                                                                Total annual
                  Active filers                                            Burden hours            burden hours
----------------------------------------------------------------------------------------------------------------
Entities........................................         149,000     x                1      =           149,000
Individuals.....................................          71,000     x                1      =            71,000
                                                                                ----------------
                                                                                220,000
----------------------------------------------------------------------------------------------------------------

C. Request for Comment

    We request comment on whether our estimates for burden hours and
any external costs as described above are reasonable. Pursuant to 44
U.S.C. 3506(c)(2)(B), the Commission solicits comments in order to: (i)
evaluate whether the proposed collections of information are necessary
for the proper performance of the functions of the Commission,
including whether the information will have practical utility; (ii)
evaluate the accuracy of the Commission's estimate of the burden of the
proposed collections of information; (iii) determine whether there are
ways to enhance the quality, utility, and clarity of the information to
be collected; (iv) determine whether there are ways to minimize the
burden of the collections of information on those who are to respond,
including through the use of automated collection techniques or other
forms of information technology; and (v) evaluate whether the proposed
amendments would have any effects on any other collection of
information not previously identified in this section.
    Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
these burdens. Persons wishing to submit comments on the collection of
information requirements of the proposed amendments should direct them
to the Office of Management and Budget, Attention Desk Officer for the
Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Washington, DC 20503, and should send a copy to
Vanessa Countryman, Secretary, Securities and Exchange Commission, 100
F Street NE, Washington, DC 20549-1090, with reference to File No. S7-
15-23. OMB is required to make a decision concerning the collections of
information between 30 and 60 days after publication of this release;
therefore, a comment to OMB is best assured of having its full effect
if OMB receives it within 30 days after publication of this release.
Requests for materials submitted to OMB by the Commission with regard
to these collections of information should be in writing, refer to File
No. S7-15-23, and be submitted to the Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.

VI. Small Business Regulatory Enforcement Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\144\ the Commission must advise OMB whether a
proposed regulation constitutes a ``major'' rule. Under SBREFA, a rule
is considered ``major'' where, if adopted, it results in or is likely
to result in:
---------------------------------------------------------------------------

    \144\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

     An annual effect on the U.S. economy of $100 million or
more (either in the form of an increase or decrease);
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment, or
innovation.
    We request comment on whether the proposed amendments would be a
``major rule'' for purposes of SBREFA. We solicit comment and empirical
data on:
     The potential effect of the proposed amendments on the
U.S. economy on an annual basis;
     Any potential increase in costs or prices for consumers or
individual industries; and
     Any potential effect on competition, investment, or
innovation.
    Commenters are requested to provide empirical data and other
factual support for their views to the extent possible.

VII. Initial Regulatory Flexibility Analysis

    The Regulatory Flexibility Act (``RFA'') \145\ requires an agency,
when issuing a rulemaking proposal, to prepare and make available for
public comment an Initial Regulatory Flexibility Analysis (``IFRA'')
that describes the impact of the proposed rule on small entities.\146\
This IFRA has

been prepared in accordance with the RFA and relates to the proposed
amendments to Rules 10 and 11 of Regulation S-T and Form ID described
in Section III.E above.
---------------------------------------------------------------------------

    \145\ 5 U.S.C. 601 et seq.
    \146\ Id.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Proposed Action

    The purpose of the proposed amendments is to enhance the security
of EDGAR accounts, improve the ability of filers to securely maintain
access to their EDGAR accounts, facilitate the responsible management
of EDGAR filer credentials, and simplify procedures for accessing
EDGAR. Among other things, the proposed amendments would require each
filer to:
     Authorize individuals to act on its behalf on the
dashboard only if those individuals have obtained individual account
credentials in the manner to be specified in the EDGAR Filer Manual;
     Authorize and maintain individuals as account
administrators to manage their EDGAR accounts;
     Confirm annually on EDGAR, through their account
administrators, that all account administrators, users, technical
administrators and delegated entities reflected on the dashboard for
the filer's EDGAR account are authorized by the filer to act on its
behalf, and that all information about the filer on the dashboard is
accurate;
     Maintain accurate and current information on EDGAR
concerning the filer's account; and
     Securely maintain information relevant to the ability to
access the filer's EDGAR account.
    Filers who chose to use the optional EDGAR APIs that the Commission
would offer for machine-to-machine submissions on EDGAR and to
facilitate filers' retrieval of related information, would, among other
things, be required through their account administrators to authorize
two technical administrators to manage tokens and other technical
aspects of the EDGAR APIs.

B. Legal Basis

    We are proposing the amendments contained in this release under the
authority set forth in sections 6, 7, 8, 10, and 19(a) of the
Securities Act of 1933 (``Securities Act''),\147\ sections 3, 4A, 4B,
12, 13, 14, 15, 15B, 23, and 35A of the Exchange Act,\148\ section 319
of the Trust Indenture Act of 1939,\149\ and sections 8, 30, 31, and 38
of the Investment Company Act of 1940 (``Investment Company
Act'').\150\
---------------------------------------------------------------------------

    \147\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
    \148\ 15 U.S.C. 78c, 78d-1, 78d-2, 78l, 78m, 78n, 78o, 78o-4,
78w, and 78ll.
    \149\ 15 U.S.C. 77sss.
    \150\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

C. Small Entities Subject to the Proposed Rule and Form Amendments

    The proposed amendments would affect individuals and entities that
have EDGAR accounts or that seek to open EDGAR accounts. The RFA
defines ``small entity'' to mean ``small business,'' ``small
organization,'' or ``small governmental jurisdiction.'' \151\ For
purposes of the RFA, under our rules, an issuer, other than an
investment company, is a small entity if it had total assets of $5
million or less on the last day of its most recent fiscal year.\152\ We
estimate there are 908 issuers that file with the Commission--other
than investment companies--that would be considered small entities for
purposes of this analysis.\153\
---------------------------------------------------------------------------

    \151\ 5 U.S.C. 601(6).
    \152\ See 17 CFR 240.0-10(a)).
    \153\ This estimate is based on staff analysis of issuers
potentially subject to the final amendments, excluding co-
registrants, with EDGAR filings on Form 10-K, or amendments thereto,
filed during the calendar year of Jan. 1, 2022 to Dec. 31, 2022.
This analysis is based on data from XBRL filings, Compustat, Ives
Group Audit Analytics, and manual review of filings submitted to the
Commission.
---------------------------------------------------------------------------

    With respect to investment companies and investment advisers, an
investment company, including a business development company, is
considered to be a small entity if it, together with other investment
companies in the same group of related investment companies, has net
assets of $50 million or less as of the end of its most recent fiscal
year.\154\ We estimate that there are 82 registered investment
companies (including business development companies and unit-investment
trusts) that would be considered small entities.\155\ An investment
adviser is generally considered a small entity if it: (1) has assets
under management having a total value of less than $25 million; (2) did
not have total assets of $5 million or more on the last day of the most
recent fiscal year; and (3) does not control, is not controlled by, and
is not under common control with another investment adviser that has
assets under management of $25 million or more, or any person (other
than a natural person) that had total assets of $5 million or more on
the last day of its most recent fiscal year.\156\ We estimate that
there are 594 investment advisers that would be considered small
entities.\157\
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    \154\ See 17 CFR 270.0-10.
    \155\ This estimate is derived from an analysis of data obtained
from Morningstar Direct as well as data filed with the Commission
(on Forms N-CSR, NPORT-P, 10-Q, and 10-K) for the last quarter of
2022.
    \156\ 17 CFR 275.0-7.
    \157\ We based this estimate on registered investment adviser
responses to Items 5.F. and 12 of Form ADV.
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    A transfer agent is considered to be a small entity if it: (1)
received less than 500 items for transfer and less than 500 items for
processing during the preceding six months (or in the time that it has
been in business, if shorter); (2) transferred items only of issuers
that would be deemed ``small businesses'' or ``small organizations'' as
defined in 17 CFR 240.0-10; (3) maintained master shareholder files
that in the aggregate contained less than 1,000 shareholder accounts or
was the named transfer agent for less than 1,000 shareholder accounts
at all times during the preceding fiscal year (or in the time that it
has been in business, if shorter); and (4) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization under 17 CFR 240.0-10.\158\ We estimate that there
are 126 transfer agents that would be considered small entities.\159\
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    \158\ 17 CFR 240.0-10(h).
    \159\ We based this estimate on transfer agent responses to
questions 4(a) and 5(a) on their latest filing on Form TA-2.
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    With respect to municipal securities dealers and broker-dealers, a
municipal securities dealer that is a bank (including any separately
identifiable department or division of a bank) is a small entity if it:
(1) had, or is a department of a bank that had, total assets of less
than $10 million at all times during the preceding fiscal year (or in
the time that it has been in business, if shorter); (2) had an average
monthly volume of municipal securities transactions in the preceding
fiscal year (or in the time it has been registered, if shorter) of less
than $100,000; and (3) is not affiliated with any person (other than a
natural person) that is not a small business or small organization as
defined in 17 CFR 240.0-10.\160\ We estimate there are 171 municipal
securities dealers that would be considered small entities.\161\ A
broker-dealer is a small entity if it: (1) had total capital (net worth
plus subordinated liabilities) of less than $500,000 on the date in the
prior fiscal year as of which its audited financial statements were
prepared pursuant to Sec.  240.17a-5(d) or, if not required to file
such statements, a broker or dealer that had total capital (net worth
plus subordinated liabilities) of less than $500,000 on the last
business day of the preceding fiscal year (or in the time that it has
been in business, if shorter); and (2) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization as

defined in 17 CFR 240.0-10.\162\ We estimate that there are 782 broker-
dealers that would be considered small entities.\163\
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    \160\ 17 CFR 240.0-10(f).
    \161\ This estimate is based on MSRB data filed during the
calendar year of Jan. 1, 2022 to Dec. 31, 2022.
    \162\ 17 CFR 240.0-10(c).
    \163\ This estimate is based on FOCUS Report data filed during
the calendar year of Jan. 1, 2022 to Dec. 31, 2022.
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    A clearing agency is a small entity if it: (1) compared, cleared
and settled less than $500 million in securities transactions during
the preceding fiscal year (or in the time that it has been in business,
if shorter); (2) had less than $200 million of funds and securities in
its custody or control at all times during the preceding fiscal year
(or in the time that it has been in business, if shorter); and (3) is
not affiliated with any person (other than a natural person) that is
not a small business or small organization as defined in 17 CFR 240.0-
10.\164\ We estimate there are zero clearing agencies that are small
entities.
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    \164\ 17 CFR 240.0-10(d).
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    An exchange is a small entity if it: (1) has been exempted from the
reporting requirements of Sec.  242.601 of this chapter; and (2) is not
affiliated with any person (other than a natural person) that is not a
small business or small organization as defined in 17 CFR 240.0-
10.\165\ We estimate there are zero exchanges that are small entities.
A securities information processor is a small entity if it: (1) had
gross revenues of less than $10 million during the preceding fiscal
year (or in the time it has been in business, if shorter); (2) provided
service to fewer than 100 interrogation devices or moving tickers at
all times during the preceding fiscal year (or in the time that it has
been in business, if shorter); and (3) is not affiliated with any
person (other than a natural person) that is not a small business or
small organization under 17 CFR 240.0-10.\166\ We estimate there are
zero securities information processors that are small entities.
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    \165\ 17 CFR 240.0-10(e).
    \166\ 17 CFR 240.0-10(g).
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    Collectively, we estimate that there are 2,663 small entities that
would be potentially subject to the proposed amendments, based on our
review of data reported as of December 31, 2022.

D. Reporting, Recordkeeping, and Other Compliance Requirements

    As noted above, the purpose of the proposed amendments would be to
update access and provide secure management of individual and entity
filers' EDGAR accounts. If adopted, the proposed amendments are
expected to apply to all applicants and current EDGAR accounts and
would apply to small entities to the same extent as other entities,
irrespective of size. Therefore, we generally expect the nature of any
benefits and cost associated with the proposed amendments to be similar
for large and small entities. We note, and as discussed above,\167\ all
existing and new EDGAR filers will be subject to certain fixed costs to
update and maintain an EDGAR account under the proposed amendments,
which may result in a proportionally larger burden on small filers.
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    \167\ See Section IV.C.2.
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    We expect that the proposed amendments to the rules and form to
update access and management of EDGAR accounts would have a small
incremental effect on existing reporting, recordkeeping and other
compliance burdens for all existing and new EDGAR filers, including
small entities. The proposed amendments would simplify account
management by providing an interactive dashboard on EDGAR, populated
with EDGAR account information, as the central platform for account
administrators and other delegated individuals to manage access to the
account, update account information and send communications and
notifications. Some of the proposed amendments, including requirements
for all filers to confirm the accuracy of their account information,
including authorizations for all account administrators, users,
technical administrators, and/or delegated entities, would require the
use of administrative and technical skills, and increase compliance
costs for registrants, although we do not expect these additional costs
would be significant.

E. Duplicative, Overlapping, or Conflicting Federal Rules

    We believe that the proposed amendments would not duplicate,
overlap, or conflict with other Federal rules.

F. Significant Alternatives

    The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse impact
on small entities. In connection with the proposed amendments, we
considered the following alternatives:
    i. Establishing different compliance requirements for individual
and entity EDGAR account managers that take into account the resources
available to small entities;
    ii. Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
    iii. Using performance rather than design standards; \168\ and
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    \168\ See the discussion of performance-based standards in
Section IV.D.3.
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    iv. Exempting small entities from all or part of the requirements.
    Regarding the first, third, and fourth alternatives,\169\ we do not
believe that establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
from the requirements would permit us to obtain our desired objectives.
We are concerned that each of these alternatives would frustrate our
efforts to enhance the security of EDGAR, improve the ability of filers
to securely manage and maintain access to their EDGAR accounts,
facilitate the responsible management of EDGAR filer credentials, and
simplify procedures for accessing EDGAR. The proposed amendments set
forth uniform requirements for each filer to formally authorize
individuals to act on the filer's behalf in EDGAR as account
administrators, users, and technical administrators, which would allow
EDGAR to determine whether authorized individuals were accessing and
taking actions with regards to the filer's EDGAR account. As proposed,
all individuals accessing EDGAR would be required to sign in with
individual account credentials and multi-factor authentication, which
would allow EDGAR to identify the individuals accessing EDGAR. As
discussed above, we believe that by imposing these requirements on all
existing and prospective EDGAR filers, the Commission's EDGAR Next
proposal would generally improve the security of the EDGAR system by
establishing a uniform method for authorizing, identifying, and
tracking all individuals authorized to act on each filer's behalf. We
anticipate that establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
would result in a patchwork compliance regime that would frustrate the
ability of filing agents and other service providers to efficiently
manage filer credentials and manage and maintain access to filers'
EDGAR accounts, and would likewise frustrate our efforts to simplify
procedures for accessing EDGAR.\170\
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    \169\ See the discussion of compliance requirements in Section
IV.D.2.
    \170\ See supra notes 28-29 (indicating that 60-90% of EDGAR
filings may be submitted by filing agents).
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    As noted above,\171\ the Commission considered using a performance-
based approach rather than the design standards of the anticipated
EDGAR

Next changes and the proposed rule. Revising the EDGAR Next changes to
make them more performance-based would reduce the regulatory burden for
certain filers by permitting them to tailor their EDGAR access
compliance requirements to fit their own particular circumstances. For
example, small filers could determine that they do not need the
additional security provided by multi-factor authentication for
designated individuals to be authorized to act on their behalf on the
dashboard. Furthermore, larger filers might opt to authorize only one
account administrator rather than authorize and maintain two such
individuals. However, after consideration, we believe that permitting
filers to tailor their EDGAR access compliance requirements to fit
their own particular circumstances would diminish the intended benefits
of the EDGAR Next changes. As discussed earlier,\172\ bypassing the
individual account credential requirements would make it difficult for
the Commission to match specific filings to the relevant individual who
made the submissions. Likewise, generally allowing filers to have only
one account administrator would increase the likelihood that Commission
staff could not reach an account administrator when it had time-
sensitive questions about access to or activity on the account.
Overall, a performance-based approach would create inconsistencies in
improving the overall security of EDGAR, facilitating the responsible
management of EDGAR filer credentials, and simplifying procedures for
accessing EDGAR. In addition, any cost savings associated with a
performance-based approach would likely be minimal because filers would
still incur the cost of compliance. Further, this alternative would
limit the magnitude of the benefits for filers that would result from
the contemplated EDGAR Next changes.
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    \171\ See Section IV.D.3.
    \172\ Id.
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    In addition, establishing different compliance requirements, using
performance rather than design standards, or exempting small entities
could permit individuals to access EDGAR accounts for small filers
without being authorized on the dashboard, without multi-factor
authentication, and without their EDGAR permissions being individually
verified by EDGAR. Furthermore, if these exemptions or alternatives for
small entities were implemented so that individuals acting on behalf of
small entities were not required to obtain individual account
credentials, the Commission would not be able to associate individuals
with the specific filings they submitted on behalf of small entities.
Collectively, this would reduce the security of EDGAR accounts for
small entities, hinder the ability of the Commission and filers to
prevent and resolve problematic and unauthorized filings, and frustrate
our efforts to require small entities to responsibly manage EDGAR filer
credentials.
    Regarding the second alternative, we believe the proposal is clear,
and that clarifying, consolidating, or simplifying compliance
requirements for EDGAR filers, including small entities, is not
necessary. All EDGAR users currently follow the same process and rules
to access and maintain their EDGAR accounts. The proposed changes to
EDGAR account management that are intended in many ways to simplify
procedures for accessing EDGAR purposes of EDGAR account management.
Among other things, the proposed changes would eliminate the need for
individuals to track and share EDGAR passwords, PMACs, and passphrase
codes for each CIK. Instead, each individual would only be responsible
for tracking a single set of individual account credentials, which we
contemplate would be issued by Login.gov. Once the individual logged
into EDGAR by using those credentials, the dashboard would
automatically authenticate the individual and provide them with the
appropriate access to each CIK for which they had been authorized to
take action. The dashboard would also display any relevant individual
codes or tokens (such as user API tokens or CCCs), instead of requiring
the individual to personally track or record those codes or tokens.
This should result in more streamlined, modern access processes that
would benefit all filers, including individuals and small entities.

G. Request for Comment

    We encourage the submission of comments with respect to any aspect
of this RFA. In particular, we request comments regarding:
     How the proposed rule and form amendments can achieve
their objective while lowering the burden on individuals and small
entities;
     The number of individuals and small entities that may be
affected by the proposed rule and form amendments;
     The existence or nature of the potential effects of the
proposed amendments on individuals and small entities discussed in the
analysis; and
     How to quantify the effects of the proposed amendments;
and
     Whether there are any Federal rules that duplicate,
overlap, or conflict with the proposed amendments.
    Commenters are asked to describe the nature of any effect and
provide empirical data supporting the extent of that effect. Comments
will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed rules are adopted, and will be
placed in the same public file as comments on the proposed rules
themselves.

Statutory Authority

    We are proposing to amend Rules 10 and 11 of Regulation S-T and
Form ID under the authority in sections 6, 7, 8, 10, and 19(a) of the
Securities Act,\173\ sections 3, 4A, 4B, 12, 13, 14, 15, 15B, 23, and
35A of the Exchange Act,\174\ section 319 of the Trust Indenture Act of
1939,\175\ and sections 8, 30, 31, and 38 of the Investment Company
Act.\176\
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    \173\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s (a).