Listed below is a summary of the key steps that will ensure EDGAR filing success.
- Be sure your CIK and CCC are available, accurate, and have been tested. Obtain your Registrant EDGAR access codes early. Each Co-Registrant and each Section 16 Reporting Owner needs to apply for codes. If your organization does not already have these codes, you must complete a Form ID and submit this to the SEC. You may obtain a copy of this form by contacting your RR Donnelley team or at www.sec.gov/about/forms/formid.pdf.
Required Codes
- CIK – Central Index Key
- CCC – CIK Confirmation Code
- Password
- PMAC – Password Modification Authorization Code
- (See FAQs for definitions of these terms)
RR Donnelley only needs your CIK and CCC for filing purposes. Please provide these codes before filing, so they may be tested.
- Pay your filing fee early—either by check or wire transfer. Remember to include your CIK number on the payment. 1933 Securities Act filings will be suspended by the EDGAR system if the fee is missing.
- Make certain that your filing fees are received by the SEC prior to the EDGAR submission. Failure to do so will result in the filing being suspended or rejected due to insufficient funds. All fees are in $US See Filing Fees for a summary of the Fees Payment process and contact information.
- Have you paid a filing fee? What amount? Was it a wire transfer or check payment?
- Did a third party pay your filing fee? If so, what is their CIK and CCC?
- Are you offsetting the filing fee (or part of the fee) against a previously paid fee? What is the CIK, form type, and filing number of that registration? What is the total amount you are offsetting and the balance due with this filing?
- Determine the proper submission type you are submitting to the SEC. (See Appendix A of the SEC EDGAR Filer Manual.) Examples of these are Forms S-1, S-1MEF, 10-K, 10-Q, N-1A, N-CSR, N-Q, N-PX, etc.
- Review the filing process, document format (HTML or ASCII) and schedule with your Customer Service Representative or Deal Manager Associate.
- Review Donnelley’s Submission Control File to be sure that all the required information is included in the Submission Header and that the documents that comprise the filing are accurately reflected.
- New or amended exhibits must be filed electronically. To minimize costs, we recommend that you identify exhibits early in the process and have them converted into EDGAR format well in advance of the planned file date. This will help you avoid jeopardizing your deadline, and give you more time to ensure the accuracy of your filing. Hard copy documents must be scanned or re-keyed to prepare them for an EDGAR submission.
- Whenever possible, obtain from third parties the word processing files that are to be EDGARized. This reduces the need to scan or re-key documents that form part of the EDGAR submission.
- Submit paper documents that are to be scanned or re-keyed early to avoid quick turnaround charges.
- Determine what, if any, PDF attachments will be filed. While PDF files are considered by the SEC to be “unofficial,” you may wish to consider submitting a PDF file, particularly if your typeset document is style-intensive. A PDF file is extremely versatile because its appearance remains identical to the original regardless of the end-user’s computer and printer equipment, operating system or web browser.
- Let us know which signatures to conform. (Note: You are required to keep the manually executed signature pages on file for a period of five years after the filing.)
- Sarbanes-Oxley CEO/CFO Certifications
For 1934 Act filers:
- Exhibit 31: EX-31 – Section 302 CEO/CFO Certifications by ’34 Act filers
- Exhibit 32: EX-32 – Section 906 CEO/CFO Certifications by ’34 Act filers
For 1940 Act filers:
- EX-99.CERT – Section 302 CEO/CFO Certifications
- EX-99.906CERT – Section 906 CEO/CFO Certifications (new)
- EX-99.COD ETH – Code of Ethics Certifications filed under Item 10(a) of Form N-CSR (Annual Report only)
- Determine your filing’s blacklining requirements, if any.
Items to Look for When Proofing an EDGAR Document
- Does the proof contain all of your documents? Is the sequence accurate?
- Was the conversion accurate?
- If an amendment, is the blacklining (“redlining”) correct?
- Be sure to check all of the information in the Submission Header. Review the tags and values. Are any missing?
- Are the CIK and CCC codes correct in the Submission Header? Are all of the letters in the proper case for the CCC? (Incorrect access codes are the number one cause of suspended filings.) Are all co-registrants’ codes listed?
- Is the EDGAR Form Type listed in the Submission Header accurate?
- Are all of the document headers correct? Check the document descriptions.
- Have all the necessary exhibits been included?
- Check the signature formats and dates. Are they correct?
- Is the 424b or 425 language and registration number included (if applicable)?
|
|  |