What is an SEC RW Filing

An SEC RW filing is made by companies which have already filed to register their securities with the SEC under the 1934 Securities Act. This filing is a request to formally withdraw the pending securities registration.


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.

Rule 477 of SEC RW Filing

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the company’s registration statement, and any amendments made to said statement before it became effective, can be withdrawn.

Amendment of Rule 477

Previously, requests to withdraw registration under Rule 477 were granted only if the SEC, upon investigating the request, found that 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 Finally, the withdrawn registration statement and the related Form RW will remain in the SEC’s public record of filings.