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the company’s registration statement, and any amendments made to said statement before it became effective, can be withdrawn.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 Finally, the withdrawn registration statement and the related Form RW will remain in the SEC’s public record of filings.

  1. SEC Form N-14AE

    SEC Form N-14AE is an obsolete EDGAR submission type, formerly ...
  2. SEC Form F-4

    SEC Form F-4 is a filing that the Securities and Exchange Commission ...
  3. Piggyback Registration Rights

    Piggyback registration rights grant an investor the right to ...
  4. SEC Form F-3

    SEC Form F-3 is required for the registration of certain securities ...
  5. Registration Right

    A registration right entitles an investor who owns restricted ...
  6. Piggyback Registration

    A piggyback registration is when an underwriter allows existing ...
Related Articles
  1. Insights

    Understanding the SEC

    The SEC's triple mandate of investor protection, maintenance of orderly markets and facilitation of capital formation makes it a vital player in capital markets.
  2. Investing

    SEC Filings: Forms You Need To Know

    The forms companies are required to file provide a clear view of their histories and progress.
  3. Financial Advisor

    How To Get A Job At The SEC

    Want to make a good living taking on those renegade trading rascals on Wall Street? Here are some tips to help you get in the door at the SEC.
  4. Financial Advisor

    The 4% Withdrawal Rule: One Size Fits All?

    The 4% rule for retirement withdrawals has been a staple in financial planning for over 20 years, but no rule of thumb or approach is one size fits all.
  5. Tech

    Riot Blockchain Reveals Potential SEC Stop Order

    The SEC investigation is ongoing.
  6. Tech

    ICOs Have Made It Harder for Crypto ETFs to Pass SEC Muster

    Regulators like the SEC are pushing back on "exotic" new ETFs, like those for bitcoin and other cryptocurrencies.
  7. Retirement

    New Relief for 401(k) Hardship Withdrawals

    The new budget bill has some relief for those taking 401(k) hardship withdrawals. Here’s a look at the new rules, which take effect in 2019.
  8. Investing

    Commercial Paper

    Commercial paper is a short-term debt security issued by financial companies and large corporations. The corporation promises the buyer a return, or profit, for making the loan. The return is ...
  9. Tech

    Is Bitcoin Vulnerable to SEC Manipulation?

    There is no reason to believe the SEC will manipulate the price of bitcoin, but it could.
  10. Insights

    The SEC: A Brief History Of Regulation

    The SEC has continued to make the market a safer place by learning from and adapting to new scandals and crises.
  1. How do I Register for the CFA Program for the First Time?

    Find out how online registration is the quickest and easiest method to register with the CFA Institute. Read Answer >>
  2. Can you make tax-free withdrawals from your 401(k)?

    Find out whether you can take withdrawals from your 401(k) tax-free, including how withdrawals from Roth and traditional ... Read Answer >>
Trading Center