How to File Form RW: Eligibility, EDGAR Submission, and Fees

To file SEC Form RW, prepare a signed withdrawal letter stating your grounds for pulling the registration statement and confirming that no securities have been sold, then submit it electronically through EDGAR as submission type “RW” before the registration statement becomes effective. The request is governed by Rule 477 of the Securities Act of 1933, and it is deemed granted automatically unless the SEC objects within 15 calendar days.¹

Confirm You Are Eligible to Use Form RW

Two conditions have to be true. First, the registration statement cannot yet be effective. Rule 477(b) limits automatic withdrawal to the pre-effective window; once the SEC has declared the registration effective, this path closes.¹ Second, no securities can have been sold in connection with the offering. If any shares changed hands under that filing, a simple RW withdrawal is no longer available.

Two subsets of pre-effective filings move faster than the rest. Registration statements filed on Form F-2 for dividend or interest reinvestment plans, and Form S-4 filings that comply with General Instruction G, are deemed granted the moment the withdrawal application is filed. Everything else follows the 15-calendar-day track.¹

Two boundaries worth flagging before you start. Form RW is not the right tool for a registration statement that has already gone effective; an issuer looking to end reporting obligations after effectiveness typically files a Form 15, provided it meets the applicable holder-of-record thresholds. And if you need to withdraw a pre-effective or post-effective amendment rather than the entire registration statement, the correct EDGAR submission type is “AW,” not “RW.”²

Draft the Withdrawal Letter

Rule 477(c) requires the registrant to sign the application and “state fully” the grounds for withdrawal.¹ In practice, most companies prepare a short letter addressed to the SEC covering these points:

Identification of the filing, including the registrant’s name, its ten-digit Central Index Key (CIK), and the file number assigned to the registration statement. Securities Act registration statements carry a file number in the 333- prefix format.³
The grounds for withdrawal. Common reasons include changed market conditions, a decision to pursue private financing, or a restructured deal that makes the original filing unnecessary.
An explicit statement that no securities were sold in connection with the offering. This is a legal representation, and omitting it gives the SEC a straightforward reason to reject the filing.¹
A Rule 155(c) statement if applicable. If you are withdrawing in anticipation of conducting a subsequent private offering under Rule 155(c), the application must say so without discussing any terms of that private offering.¹

Save the letter as an ASCII, HTML, or XML file for upload to EDGAR; those formats are accepted for primary documents.⁴ Verify that the CIK and file number match the original registration statement exactly. A mismatch creates a processing delay you don’t need.

Submit the Filing Through EDGAR

Log in to EDGAR with the registrant’s CIK and the corresponding access codes, then select submission type “RW” from the EDGARLink Online submission type selection page.² Required data fields include the submission type, applicable SROs, the filer’s CIK, and the EDGAR CCC (CIK Confirmation Code).⁴

Upload the withdrawal letter, verify the details, and transmit the submission in the same internet session. EDGAR returns a confirmation with an accession number, which serves as the receipt that your filing was received.

If you have never filed an RW before, EDGAR’s test mode lets you check your formatting and field entries without triggering a real submission. A test filing is never treated as an actual filing and cannot be converted to a live one after the fact, so switch to live mode when you file the real thing.⁴

Filing Hours and the 5:30 p.m. Cutoff

EDGAR accepts filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days, excluding federal holidays.⁵ The cutoff for same-day dating is 5:30 p.m. ET. Transmissions begun at or before 5:30 p.m. ET that are accepted receive that day’s filing date. Transmissions that begin after 5:30 p.m. ET generally receive a filing date of 6:00 a.m. ET the next business day.⁶ Form RW is not among the form types exempt from this next-day rule. When the filing date matters for related deadlines, submit well before 5:30 p.m.

Understand the Fee Rules

Rule 477(c) is blunt: the registration fee paid on the original filing will not be refunded.¹ That money is gone regardless of whether any securities sold.

Rule 457(p) provides an offset. The filing fee associated with unsold securities from a withdrawn registration statement can be applied against the fee owed on a future registration statement, provided the new filing is made within five years of the initial filing date of the earlier registration. The offset is available to the same registrant, a majority-owned subsidiary, or a parent owning more than 50 percent of the registrant’s outstanding voting securities.⁷

To claim the offset, the subsequent registration statement’s Calculation of Registration Fee table must include the dollar amount of the previously paid fee being applied, the amount of unsold securities or aggregate offering amount from the withdrawn filing, the prior file number and registrant name, the initial filing date of the earlier registration, and a statement that the registrant withdrew the prior registration statement or terminated the offering.⁷ Keep a record of the withdrawn filing’s fee amount and file number so claiming the offset is straightforward when the next registration comes around.

What Happens After You File

For most pre-effective withdrawals, the application is deemed granted the moment it is filed, subject to the SEC’s 15-calendar-day window to object. Objections are uncommon. They arise when the Commission believes the withdrawal would be inconsistent with investor protection, for example when there are indications that securities were in fact sold or when the withdrawal appears designed to evade a pending enforcement action.¹ The SEC has stated that registrants do not have an unqualified right to withdraw when a proceeding has already been instituted against them.⁸

If no objection arrives within 15 days, the withdrawal is final. There is no approval letter or separate confirmation from the SEC. Silence is the green light.

Both the withdrawn registration statement and the Form RW remain in the Commission’s public files permanently.¹ Anyone searching the company’s CIK on EDGAR can see that a registration was filed and later withdrawn. The original filing is not deleted or hidden; it is marked with the withdrawal status, and the full history stays visible to analysts, investors, and counterparties.

1
eCFR. 17 CFR 230.477 – Withdrawal of Registration Statement or Amendment
2
U.S. Securities and Exchange Commission. Withdraw a Registration or Certification Statement
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U.S. Securities and Exchange Commission. Understand, Select and Set a Default Login CIK
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U.S. Securities and Exchange Commission. EDGAR Filer Manual Volume II
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Securities and Exchange Commission. Submit Filings
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U.S. Securities and Exchange Commission. Determine the Status of My Filing
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eCFR. 17 CFR 230.457 – Computation of Fee
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U.S. Securities and Exchange Commission. Order Denying Motion to Dismiss