SEC EDGAR filing acceptance explained

Accession number, acceptance, suspense

EDGAR generates an accession number for each submission ³. The SEC glossary says this number does not mean EDGAR has accepted the submission ³.

EDGAR then runs acceptance review. The SEC describes this as procedural checks to decide whether a filing meets certain minimum filing requirements, which can cover the composition and completeness of the submission package and the type of filing ³. A filing that passes is accepted ³.

A filing that fails is placed in suspended status, which indicates fatal errors in the submission ³. Suspended filings are not publicly viewable and are deleted in six business days ³. The filer must correct the errors and send the filing again ³.

Messages and where they go

EDGAR sends acceptance and suspense messages to the email address in the filer's Company Contact Information form ¹. The SEC says an acceptance message indicates that EDGAR accepted the submission, and a suspense message indicates it did not ².

The SEC tells filers they cannot be sure EDGAR accepted a submission until they receive an acceptance message ¹. It adds that there is no official filing if the acceptance message has no filing date ¹.

The EDGAR Filing Website lets filers check status by accession number and open a Submission Notification page ¹. Accepted live filing information stays available for thirty business days and suspended filing information for six business days ¹.

How the filing date is set

Rule 13 of Regulation S-T sets the filing date as the business day the SEC receives the filing, if the filing meets the rules, follows the EDGAR Filer Manual and, for Securities Act filings, the fee payment is confirmed ⁴. A small fee shortfall from a bona fide error does not change the filing date ⁴.

Direct transmissions begun on or before 5:30 p.m. Eastern time are deemed filed that business day, and later ones are deemed filed the next business day ⁴. Some filings have a 10 p.m. cutoff, including Rule 462(b) registration statements and Forms 3, 4 and 5 ⁴. The SEC status page says later live submissions are not disseminated until the next business day ¹.

A filer delayed by technical problems beyond its control, after good-faith efforts, may ask for a filing date adjustment ⁴. The SEC or its staff may grant it where appropriate ⁴.

Acceptance is not approval

EDGAR acceptance is a technical and procedural step. It is not a review of the truth of the filing. Section 23 of the Securities Act of 1933, codified at 15 U.S.C. 77w, says neither the filing of a registration statement nor its being in effect is a finding by the Commission that it is true and accurate ⁵. The same section makes it unlawful to tell a prospective buyer otherwise ⁵.

What to check on an EDGAR receipt

• The acceptance message, not only the accession number ^1,3.
• A filing date in the acceptance message ¹.
• The time of transmission against the 5:30 p.m. or 10 p.m. cutoff that applies ⁴.
• Whether the filing was a test filing, which the SEC defines as a submission made to test the ability to create a filing in an EDGAR-acceptable format ³.