Submission errors

What happens when EDGAR doesn't accept a filing, and what to do for each cause.

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When EDGAR doesn't accept a filing

EDGAR can refuse a submission after it arrives (EDGAR calls this suspending it). Nothing is filed, and the form is still due by its original date.

The filing page reads EDGAR didn't accept this Form 4 (or the form's name) with one line saying why and a link to the section below for that cause. The company admins get the same line in the app and by email, and counsel who signed off gets it in the app. The reporting person's Filings page reads Not accepted by EDGAR.

EDGAR's own words are under Receipt details in the filing's Submission section, for anyone who needs them, such as EDGAR filer support.

A company admin selects Reopen submission. The reason stays on the page until the filing is sent again.

EDGAR codes don't match

EDGAR checks the CCC (the EDGAR access code) sent with the filing against its record for the filer. A Form 3, 4 or 5 files under the reporting person's own CIK and CCC; every other form under the company's.

The same section covers the other parts of the filer's EDGAR record: an SEC file number that isn't the filer's or that EDGAR has none of, an IRS number that doesn't match, a CIK that is an EDGAR training account, or a CIK that can't file this form type.

Nothing on the form needs to change, so the same signed version can go again once the codes are right.

  1. Check the codes: for a Form 3, 4 or 5, on the reporting person's record under Insiders, EDGAR filing tab, or ask the reporting person to update them under Settings in their own account; for the company's forms, under Settings › EDGAR.
  2. Run the codes test (Test your EDGAR codes) to confirm EDGAR accepts them.
  3. Select Reopen submission, then Send again unchanged.
Note

If EDGAR says it has no Section 16 record for the reporting person's CIK, the reporting person must finish their EDGAR access (Form ID) before anything can file under that CIK.

Something on the form is wrong or missing

EDGAR found a value it refuses: a required field left empty, a value in the wrong form, or an issuer CIK EDGAR has no company for. The line on the filing page names it; EDGAR's exact words are under Receipt details.

On a Form 3, 4 or 5 that also means a missing relationship to the company, a footnote that isn't attached to anything or is cited twice, a nature of ownership on a direct holding, or more entries than EDGAR allows. On other forms: answers that don't fit together, an item or exhibit the form doesn't take, fee or offering details, an oversized or password-protected attachment, or an earlier filing EDGAR can't find.

Fixing the form makes a new version, so counsel signs off again and, on a Form 3, 4 or 5, the reporting person signs again. A form you uploaded as already reviewed and signed is corrected where it was prepared: upload the new version and attest again.

  1. Select Reopen submission, then Fix the form. The form goes back to the company to change.
  2. Correct the value, send the form to counsel, and collect the signatures again.
  3. Send it to EDGAR.

EDGAR couldn't read the form's data file

TakePublic builds the data file EDGAR reads. When EDGAR says the file does not follow its format, the problem is on TakePublic's side, not in what you entered, and our team is alerted automatically.

That includes elements out of order or not in EDGAR's schema, characters that weren't escaped, values longer than EDGAR allows, footnote numbering, and the documents TakePublic renders for the filing.

Nothing is needed from you. We email the company admins when it can be sent again; a company admin then reopens the submission and sends the same signed version unchanged.

A form you uploaded as already reviewed and signed is different: TakePublic files your file exactly as uploaded, so the format problem is in the file. Correct it where it was prepared, upload the new version and attest again.

EDGAR already has this filing

EDGAR set the submission aside because it matches a filing it already has. Sending it again could file it twice.

EDGAR deletes a suspended duplicate on its own after six business days.

  1. Look for the filing on EDGAR (the company's or the reporting person's filing list) or on the filing's own page in TakePublic.
  2. If it is there, nothing more is needed. If it isn't, check the dates on the form, then reopen the submission and send it again.

Only EDGAR Filer Support can clear it

Some refusals depend on the filer's standing with the SEC, not on the form or the codes: a filer deregistered for more than 400 days, a registration the SEC revoked, a name change EDGAR staff must make, or SEC staff holding the filing for review or over its fee details.

Nothing in TakePublic can change these. EDGAR Filer Support can say what they need, and the same signed version can usually go again once they clear it.

  1. Contact EDGAR Filer Support at (202) 551-8900 with the filing's accession number (under Receipt details).
  2. Once they clear it, select Reopen submission, then send it again.

The filing fee isn't covered

EDGAR takes a filing fee from the company's SEC fee account. When the account holds less than the fee, or the fee paid is less than the fee owed, EDGAR refuses the filing.

  1. Deposit the missing amount into the company's SEC fee account, or check the fee and any offset on the filing.
  2. Select Reopen submission, then send it again.

EDGAR didn't say why

Sometimes EDGAR refuses a submission without a reason anyone can act on, or stops processing it without accepting it. Our team has EDGAR's details and confirms the cause with EDGAR.

We email the company admins with what to do. If nothing on the form changes, a company admin reopens the submission and sends it again unchanged.

When a send doesn't reach EDGAR

Sometimes EDGAR turns a filing away before it reads it, or doesn't answer at all. When EDGAR turns it away, nothing is filed. When EDGAR doesn't answer, TakePublic checks whether EDGAR got it before sending again. The Submission section says whose side the problem is on:

  • EDGAR is closed (6:00 a.m. to 10:00 p.m. ET on business days) or busy, down, or slow to answer: TakePublic sends it again on its own. Nothing is needed from you.
  • A problem with how TakePublic sent it, or with TakePublic's own EDGAR access: our team is alerted and fixes it. Nothing is needed from you.
  • The filing is larger than EDGAR takes in one submission (200 MB for most forms): make the attached documents smaller, then send it again.
  • The filer hasn't delegated to TakePublic in EDGAR: see the delegation line below.

Other causes

  • Delegation missing or inactive: EDGAR refused the filing because the filer has not delegated to TakePublic (CIK 0002150715) in EDGAR Next, or the delegation is not Active. Complete it on the EDGAR dashboard and confirm it in TakePublic.

Requested as a TEST, or as live, and the mode changed

Every Send test submission or Submit to EDGAR records which of the two it was. Nothing files under a mode you did not ask for.

A request can wait hours before it is transmitted (EDGAR's 6:00 a.m. ET opening, a queue). If TakePublic's EDGAR mode is switched in between, nothing is sent: the filing shows "This submission was requested as an EDGAR TEST submission, but TakePublic is now set to send a live EDGAR filing. Nothing was transmitted. Reopen the submission and send it again so the request matches the current mode." (or the same sentence the other way round).

  1. Select Reopen submission on the submission card.
  2. Read the button (Send test submission or Submit to EDGAR), then send again; the new request carries the current mode.

Getting help

If the error persists, send a message from the Help widget with the filing ID and rejection message. TakePublic is a technology platform, not a law firm, and does not provide legal advice on EDGAR content.

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Sign in and open the Help widget in the lower right corner to message the team. Replies land in the app and by email.

TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.