Manual Passphrase Update for EDGAR Access Codes

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The SEC updated the method used to manually update a filer’s passphrase, when the passphrase has been lost or forgotten. The following is from the recently released EDGAR filer manual in volume 1:

If a filer loses or must update its passphrase, it must request a security token be sent to the contact email address on record with EDGAR.

Manual Passphrase Update Request

A manual passphrase update request must be submitted when a purported filer is not able to update its passphrase via security token, because the filer:

(i) Has not securely maintained all access codes, including the passphrase (as required by Section 4 of this Volume I), and has failed to maintain accurate company information on EDGAR, including a current contact email address (as required by Section 5 of this Volume I); or
(ii) Has assumed control of an EDGAR filing entity and did not obtain an active EDGAR passphrase from the EDGAR filing entity.

A manual passphrase update request must be accompanied by the following documents:

A document signed by an authorized individual, as defined in Section 3(a) of Volume I, of the entity or individual seeking access to the EDGAR account, and notarized (the “manual passphrase authenticating document”), that includes
o An explanation of why the request is being made;
o The CIK of the account to which access is sought;
o The filer name on the CIK account; and
o The contact information, including telephone number and email address, of the entity purporting to have current control over the filer associated with the CIK.
o An entity request must be on the entity’s letterhead. An individual request may be made on a copy of the EDGAR Update Passphrase Confirmation Page.
If the authorized individual signing the manual passphrase authenticating document is an officer or director of the requesting entity, official corporate documents that confirm the authorized individual’s title/position at the requesting entity.
If the person signing the manual passphrase authenticating document is not an officer or director of the requesting entity, or the person requesting the manual passphrase update is not employed by the requesting entity, a power of attorney for that person signed by an authorized individual of the entity (as defined in Section 3(a) of Volume I) and notarized.
In addition, if the entity requesting access represents that it acquired or otherwise assumed control of the filer listed on the existing EDGAR account, the following documents must accompany the manual passphrase authenticating document, establishing the legal transition from the filer on record in EDGAR to the entity claiming authority to file in the existing account:
o Official documents from the relevant Secretary of State, or a federal or state court order.
o If neither official Secretary of State documents nor a court order are available, then an official signed and dated merger and acquisition document and/or other documents requested by the SEC staff.
o If a foreign entity, official documents from the applicable Register of Corporations for the country.

The manual passphrase authenticating document and all accompanying documents required, as specified herein, must be electronically submitted to EDGAR for review.

Filers must allow at least five (5) business days for review of the manual passphrase update request, and must provide additional information and documents requested by SEC staff.