SEC RW Filing Explained: 2025 Guide on Costs and Process Updates
Discover the essentials of SEC RW filings, including their purpose, how they function, recent regulatory changes, and what costs to expect in 2025.
Adam Hayes, Ph.D., CFA, brings over 15 years of Wall Street experience as a derivatives trader and financial writer. With expertise in economics and behavioral finance, Adam holds a master's in economics from The New School for Social Research and a Ph.D. in sociology from the University of Wisconsin-Madison. He is a CFA charterholder and licensed in FINRA Series 7, 55, and 63. Currently, he researches and teaches economic sociology and finance at Hebrew University in Jerusalem.
What Is an SEC RW Filing?
An SEC RW filing is a formal request submitted by companies to withdraw a previously filed securities registration with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933. This filing is typically used to remove a pending registration before any securities are sold, effectively halting the registration process.
Key Insights
- An SEC RW filing allows a company to officially withdraw its securities registration after submission to the SEC.
- The withdrawal can occur before the registration is approved or after approval but prior to any stock sales.
- Prior to 2001, the SEC had to investigate and approve withdrawals based on investor and public interest.
- Since a 2001 amendment, the withdrawal process has been streamlined, removing the need for SEC investigation in most cases.
How Does the SEC RW Filing Process Work?
The Securities Act of 1933 and the Securities Exchange Act of 1934 establish the regulatory framework for public companies. Under SEC Rule 477, companies use Form RW to withdraw registration statements. Withdrawal can happen either before the registration becomes effective or after effectiveness but before any securities are sold.
The SEC staff does not declare the withdrawal effective but must consent before the registration and any amendments can be withdrawn.
Recent Changes in Withdrawal Procedures
Previously, SEC approval for withdrawal required a thorough investigation to ensure investor protection. However, in 2001, Rule 477 was amended to expedite withdrawals filed before the registration’s effective date.
Now, once Form RW is filed before the registration’s effective date, the SEC has 15 calendar days to object; otherwise, the withdrawal is granted automatically. The company must declare that no securities were sold related to the offering. If relying on Rule 155(c), the company must indicate potential future private offerings under that rule.
All withdrawn registrations and Form RW filings remain publicly accessible in the SEC database.
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