SEC Publishes New Examination Handbook

SEC Publishes New Examination Handbook

On October 1, 2026, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS or the Division) released The SEC Exam Handbook: A Practical Guide on Process and Engagement (the Handbook), which consolidates the Division’s guidance on the examination process. The Handbook updates the Division’s 2023 examination brochure and combines the Division’s examination procedures and expectations into a single resource. As the SEC notes, the Handbook is intended as an informational resource and does not create any rights or obligations; nevertheless, it provides registrants with a useful roadmap of the examination process.

No New Rules But, Greater Transparency into Examinations

Although the Handbook does not establish new requirements, it provides registrants with a consolidated roadmap of the examination process and, importantly, memorializes reciprocal expectations for EXAMS staff (the Staff) and registrants. In addition to describing longstanding examination practices, the Handbook provides greater transparency into the Staff’s preexamination diligence, consultations with SEC policy divisions, examination timelines, and the role that corrective action may play in potential referrals to the SEC’s Division of Enforcement. 

The Handbook emphasizes that successful examinations depend on cooperation, communication, and ongoing engagement between the Staff and registrants. Its practical significance, however, extends beyond process. By putting the Staff’s practices and expectations in writing, the Handbook provides registrants both a guide for examination readiness and a reference point for engaging with the Staff during an examination. Among the more notable operational points, the Staff does not consent to the use of recording, transcription, artificial intelligence note-taking, or similar technologies during videoconference interviews. 

Examination Preparation and Initial Requests

Before initiating an examination, the Staff conducts due diligence to plan the initial scope and will likely review a registrant’s SEC filings and website. The Handbook specifically notes that keeping filings current and accurate can make examinations more efficient and reduce findings. Most examinations then begin with a call to the chief compliance officer or another regulatory contact, followed by a formal examination letter and initial information request. The Commission expects that, in most circumstances, records should be available to the Staff within 24 hours, although the Staff usually provides two weeks to produce records in response to the initial request and may permit reasonable extensions or rolling productions where appropriate. 

Key Examination Issues

The Handbook also addresses several recurring examination issues. First, registrants that withhold documents and information during the examination process should provide a privilege log with sufficient information for the Staff to evaluate each claim, including privilege assertions for redacted portions of produced documents. Second, the Handbook makes explicit that the Staff may seek information directly from custodians, administrators, auditors, clients, customers, and other third parties, including for asset verification purposes. Third, information obtained during an examination is generally treated as confidential and nonpublic, although it may be shared with other SEC personnel, regulators, or other authorities. Of particular note, when an examination involves interpreting a new rule or applying an existing rule to novel facts, the Staff generally will consult the relevant SEC policy division to help ensure consistent views and may share information provided by the registrant in that process. 

Cooperation Remains a Central Theme

Interviews and ongoing dialogue remain central to the examination process. Registrants should make knowledgeable personnel available and address misunderstandings or factual inaccuracies as early as possible.

The Handbook’s “Working Together” framework makes the cooperation theme more concrete. Among other things, EXAMS expects registrants to provide clear and accurate descriptions of their compliance programs and business operations, maintain current and accurate required filings, actively engage with the Staff, be transparent about known compliance issues or concerns relevant to the examination, and take prompt corrective action to address findings. At the same time, registrants can expect clear and tailored requests with reasonable deadlines, interim status discussions, policy-division consultation on interpretive questions, and escalation avenues through the examination team’s supervisors and the SEC Examination Hotline. 

Exit Conferences, Deficiency Letters, and Enforcement Referrals

After the Staff completes its interviews and analysis, it typically conducts an exit conference to discuss identified issues. Supervisory examination personnel may attend to underscore the importance of findings, and the Staff typically requests participation by members of senior management or the board of directors. Because the Staff’s findings are based on the information available at the time, the exit conference provides an important opportunity to correct factual inaccuracies, supply additional relevant information, and describe corrective actions taken or planned before findings are reflected in the disposition letter. 

The disposition letter may indicate that the examination: (1) has concluded, (2) has concluded without findings, or (3) has resulted in a request for corrective action, typically referred to as a deficiency letter. Most examinations conclude with a deficiency letter, which communicates potential violations and other findings but does not prescribe particular remediation or describe best practices. A disposition letter generally must be issued within 180 days after completion of any on-site portion of the examination or receipt of all requested records, whichever occurs later, subject in limited circumstances to an additional 180-day period. The Staff may also refer matters to the Division of Enforcement or other authorities and, typically in exigent circumstances, may make a Division of Enforcement referral without first conducting an exit conference or issuing a deficiency letter. 

Practical Implications 

The Handbook does not create new legal obligations or announce significant changes to the SEC’s examination program. Its value lies instead in consolidating longstanding practices and, in several areas, making the Staff’s expectations and internal processes more explicit. Registrants should consider those statements both when preparing for an examination and when deciding how to engage with the Staff once an examination is underway. 

Several points have particular practical significance. Because the Staff may review filings and websites before announcing an examination, examination readiness should include confirming that regulatory filings and public-facing descriptions remain current, accurate, and consistent with actual practices. Where an examination presents a novel interpretive question, registrants should also consider that their factual and legal submissions may be reviewed by the relevant SEC policy division, not only the examination team. And because the Handbook expressly identifies transparency about known compliance issues as an EXAMS expectation, registrants should carefully assess known issues relevant to the examination and how they are communicated to the Staff. 

Finally, remediation decisions may have consequences beyond resolving a deficiency. The Handbook states that prompt and appropriate corrective action, while not dispositive, may reduce the likelihood that EXAMS will refer an examination finding to the Division of Enforcement. At the same time, the Staff generally does not opine on the adequacy of proposed corrective actions, and silence on a registrant’s response should not be treated as concurrence. A deficiency letter typically requests a response within 30 days, and the Staff strives to provide any further comments within 60 days. More broadly, neither the absence of a finding concerning a particular activity nor closure of an examination constitutes Commission approval of that activity or the registrant’s position. Registrants should consider the Handbook together with the Division’s examination priorities, risk alerts, and other guidance when assessing examination readiness and strategy.