What Is an SEC RW Filing?

An SEC RW filing is a formal request that is made by a company that has previously filed to register its securities with the SEC under the 1934 Securities Act. The SEC RW filing is a request to formally withdraw the pending securities registration.

Key Takeaways

  • An SEC RW filing is a request a company makes after it has filed to have its securities registered with the SEC.
  • The SEC RW filing asks that the company's pending securities registration be formally withdrawn, either ahead of its approval, or after it has been approved, but before any stocks have been sold.
  • A previous version of the process required that the SEC investigate the request, and agree to the withdrawal only if it was determined to be beneficial to the investors and the public.
  • However, a 2001 amendment waived the need for an SEC investigation of the request and streamlined the process for having the request withdrawn.

How SEC RW Filing Works

Many of the rules and regulations that public companies must follow were laid out in the Securities Act of 1933 and the Securities Exchange Act of 1934.

Form RW is used to withdraw securities registration pursuant to SEC Rule 477 as promulgated under the Securities Act of 1933. A company may withdraw its registration statement either before its registration has been deemed effective, or after it has been deemed effective as long as no stocks in the company have been sold. SEC staff does not declare a withdrawal request filed under Rule 477 effective, but they must consent to the withdrawal of registration before the company’s registration statement, and any amendments made to said statement before it became effective, can be withdrawn.

Special Considerations

Previously, requests to withdraw registration under Rule 477 were granted only if the SEC, upon investigating the request, found the withdrawal of the registration to be in the best interest of investors and the public. However, in 2001, the SEC amended Rule 477 to streamline the process of withdrawing registration statements and expedite the withdrawal of statements where the request to withdraw is made before the effective date for the entire registration statement.

The amended Rule 477 states that the withdrawal of registration statement will be granted, as long as Form RW is filed before the effective date for the entire registration statement, at the time that the application is filed with the SEC. The SEC has 15 calendar days from the date on which the registrant files Form RW to notify the applicant that the request for withdrawal will not be granted.

Furthermore, the registrant must, as part of the request for withdrawal, state that “no securities were sold in connection with the offering.” If the registrant is requesting withdrawal in reliance on Rule 155(c), they must state in the application that they “may undertake a subsequent private offering in reliance on Rule 155(c).” Finally, the withdrawn registration statement and the related Form RW will remain in the SEC’s public record of filings.