The Form N-54C Files Dataset collects every Form N-54C and Form N-54C/A notification of withdrawal of election to be subject to Sections 55 through 65 of the Investment Company Act of 1940 filed on EDGAR, beginning in October 1996 and continuing to the present. Each record corresponds to one EDGAR accession — one complete submission lodged with the SEC by a business development company (BDC) that is exiting the BDC regulatory regime under Section 54(c) of the Act — and is delivered as a folder bundling a metadata.json sidecar with the original EDGAR document files. The dataset includes both original Form N-54C notifications and Form N-54C/A amendments to previously filed withdrawals, with images excluded. It is distributed as monthly ZIP containers containing TXT, JSON, and HTML files, and provides the canonical electronic record of BDC exits from the regime since the EDGAR phase-in of mandatory electronic filing for investment company forms.
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Dataset Index JSON API
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The dataset assembles every Form N-54C and Form N-54C/A submission accepted by EDGAR from October 1996 to the present. Form N-54C is the Notification of Withdrawal of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940, filed pursuant to Section 54(c) of that Act. It is the formal instrument by which a company that previously elected BDC status under Section 54(a) renounces that election and exits the BDC regulatory regime contained in Sections 55–65 — the provisions that govern qualifying assets, capital structure, affiliate transactions, indebtedness, and compensation arrangements applicable to BDCs. Withdrawal becomes effective immediately upon receipt by the Commission, so the form operates as a short statutory notice rather than a multi-section disclosure document.
Form N-54C/A is the amendment variant, used to correct, supplement, or restate a previously transmitted N-54C. It shares the body template of the original and is re-filed under the /A form type with a fresh accession number. Compared with the substantial periodic filings produced by operating issuers, the N-54C is a compact, largely fill-in-the-blank notice: a cover header, a filer identification block, a four-option statutory checklist (A–D), an optional free-text narrative, and a signature.
The dataset is distributed as monthly ZIP containers organized by year and month. Each accession is packaged as a folder whose contents — the metadata.json sidecar plus the textual document files from the original EDGAR submission — preserve the substantive content of the filing while excluding image binaries. The file types found in the dataset are TXT, JSON, and HTML: the JSON is the sidecar, while TXT and HTML cover the historical and modern presentations of the notice itself.
A single record in the Form N-54C Files Dataset corresponds to one EDGAR accession — one complete Form N-54C or Form N-54C/A submission lodged with the SEC by a business development company. On disk, the record materialises as one folder named with the 18-digit zero-padded accession number (no dashes), bundling a metadata.json sidecar together with the document files transmitted in the original EDGAR submission. The record unit is the full filing, not an individual field, a single checkbox, or a row in a table; the smallest addressable object in the dataset is the filing-as-folder.
Each accession folder contains exactly two kinds of objects:
metadata.json — a fixed-schema JSON sidecar capturing the EDGAR-header view of the filing and a manifest of the included documents..htm/.html) or, in older filings, as a plain-text (.txt) document. Each document file carries the SGML <DOCUMENT> wrapper inherited from the original EDGAR submission, with <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> tags surrounding the body.Image binaries from the original EDGAR submission (graphics, scanned signatures stored as separate files, logo artwork) are excluded by the dataset; the textual content of the notice, including any inline signature lines and the statutory checklist, is fully preserved in the document file(s).
metadata.json sidecarThe sidecar is a flat JSON object that captures both the EDGAR-header view of the filing and a manifest of the document files included in the accession folder. Its principal fields are:
formType — "N-54C" for original notifications and "N-54C/A" for amendments.accessionNo — the canonical dashed accession number (e.g. "0001193125-25-159371").filedAt — ISO-8601 timestamp of acceptance, including the EDGAR timezone offset (typically -04:00 or -05:00).description — the human-readable form label, e.g. "Form N-54C - Notification of withdrawal by business development companies".linkToFilingDetails — URL to the primary .htm notice on EDGAR.linkToTxt — URL to the complete submission text file (the concatenated SGML envelope) on EDGAR.linkToHtml — URL to the EDGAR filing-index page (...-index.htm).linkToXbrl — present in the schema but unused for this form type.documentFormatFiles — array of objects, one per submitted document, with sequence, size, documentUrl, description, and type. The N-54C notice itself is the entry with type set to "N-54C" and sequence "1"; a trailing entry with blank type/sequence represents the full submission text bundle.dataFiles — empty for this form (no structured-data sidecars accompany the notice).seriesAndClassesContractsInformation — empty; BDC withdrawal filings have no series/class architecture of the kind used for registered fund complexes.entities — array of one or more filer-entity objects (see below).id — internal record identifier used by the dataset for deduplication and lookup.entities[] sub-objectsEach entity object describes one party named in the EDGAR header of the submission, almost always a single filer for this form type. Fields include:
companyName — filer name with parenthetical role suffix, e.g. "Logan Ridge Finance Corp. (Filer)".cik — the filer's Central Index Key.type — the filing form type as recorded against that entity ("N-54C" or "N-54C/A").act — statute code, "40" for the Investment Company Act of 1940.fileNo — the SEC file number; for BDCs this lies in the 814-xxxxx series.filmNo — EDGAR film number assigned at acceptance.irsNo — filer's IRS Employer Identification Number (digits only).fiscalYearEnd — four-digit MMDD code (e.g. "1231", "0331").stateOfIncorporation — two-letter state code where applicable (Delaware predominates).tickers — array of trading symbols; populated for publicly listed BDCs and absent or empty for private BDCs.The 814- file-number range is a distinctive signal of the BDC regulatory population and travels with every record in the dataset.
The primary document is a short, standardised notice with a stable cover-page layout. Its body, whether rendered as HTML or plain text, reproduces the form template approximately in this order:
☒), an inline checkbox image, or a bracketed [X]:
The entire body is short — typically a single printed page when rendered — and the textual surface area of a single record is dominated by the metadata sidecar rather than by the notice itself.
Structurally, an N-54C/A record is shaped identically to an N-54C record: the same folder layout, the same metadata.json schema, the same cover-page template, and the same A–D basis checklist in the body. The material differences are confined to:
formType and the per-entity type field are set to "N-54C/A" instead of "N-54C".There is no cross-linking field in metadata.json that explicitly ties an amendment to its parent N-54C; the relationship is normally established by matching cik and fileNo, ordering filings by filedAt, and reading the textual reference inside the amended notice.
Each record includes the JSON sidecar with the full set of header-derived fields described above, the primary N-54C or N-54C/A notice document in its native HTML or plain-text form (with its SGML <DOCUMENT> wrapper preserved), and any additional non-image exhibit documents that accompanied the original EDGAR submission. The cover page, the filer identification block, the A–D checklist selection, the narrative paragraph, and the signature block are all retained verbatim from the source.
Image binaries from the original submission — most often graphical signature images, embedded logos, or scanned attachment pages — are not included. The EDGAR filing-index page is referenced by URL in linkToHtml rather than packaged into the folder, and the complete submission text bundle is referenced by URL in linkToTxt. No structured dataFiles and no series/class metadata accompany this form; the corresponding sidecar arrays are present but empty.
Form N-54C is governed by a stable statutory provision (Section 54(c)) and a stable form template; the A–D checklist, the filer identification block, and the signature requirement have not undergone the kind of periodic substantive expansion seen on operating-company forms. The dataset therefore exhibits an unusually consistent record shape from the start of EDGAR coverage in October 1996 through the present. The form is filed only at the discrete event of a BDC exiting the regime, so volume is correspondingly small.
What does vary across the dataset's history is the presentation layer. Late-1990s filings most often arrive as plain-text .txt documents inside the SGML envelope, with the cover-page header rendered in ASCII art and the A–D checkboxes denoted by bracketed characters such as [X]. From the early- to mid-2000s onward, filings shifted to HTML documents that reproduce the form template typographically, with the selected basis rendered as a Unicode ballot-box glyph or an inline image. The metadata.json sidecar is produced uniformly for every record regardless of era, and the inline SGML <DOCUMENT> wrapper that precedes the HTML or text body is likewise uniform, since it is preserved directly from EDGAR.
☒, ☑), inline checkbox images, and bracketed [X] markers, all of which appear across the dataset's history.814-xxxxx file-number range is a reliable filter for confirming BDC status. It is recorded both in the EDGAR header (and therefore in entities[].fileNo) and in the filer identification block of the notice body; the two should agree but warrant independent verification on older filings.cik and fileNo.tickers in the entity object is a quick signal of whether the filer is a publicly listed BDC (typical of mid-cap or large-cap BDCs deregistering after a merger or asset sale) or a private BDC (more common when option A is selected because no public offering ever occurred).filedAt is, for practical purposes, the effective date of the deregistration recorded in the notice.metadata.json sidecar and the SGML wrapper, not by the substantive disclosure text.Each record is a single Form N-54C or N-54C/A submission filed on EDGAR by a business development company (BDC) that previously elected, under Section 54(a) of the Investment Company Act of 1940, to be subject to Sections 55 through 65 of the Act, and now notifies the Commission that it is withdrawing that election. The filer is the BDC entity itself, signing through an authorized officer, director, trustee, or general partner. On EDGAR, the CIK on the filing belongs to the withdrawing BDC — not to an acquirer, parent, adviser, or successor.
Only entities that made the underlying Section 54(a) election (originally via Form N-54A) can generate an N-54C record. Form N-54C exists solely to unwind that prior election.
The population is narrow:
Excluded:
The dataset reflects how rarely entities exit the BDC regime.
Form N-54C is filed pursuant to Section 54(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-53(c)). Section 54(a) is the affirmative election that originally subjected the filer to Sections 55 through 65, the substantive BDC provisions covering qualifying assets, capital structure, affiliate transactions, compensation, share issuance, and repurchases. The BDC framework was created by the Small Business Investment Incentive Act of 1980, which added Section 2(a)(48) and Sections 54–65 to the Act.
Withdrawal under Section 54(c) becomes effective immediately upon receipt by the Commission. The Commission does not substantively approve the withdrawal; it simply receives the notification.
The form requires the filer to certify the basis for withdrawal. The recognized grounds under Section 54(c), as reflected in the form, are:
The filer represents on the form that the applicable condition is satisfied. The four bases are not mutually exclusive, and more than one may be cited in a single filing.
Form N-54C is event-driven, not periodic. A BDC files exactly once (plus any amendments) at the point it exits the regime. Concrete triggering events include:
Because withdrawal is effective on receipt, filers typically submit N-54C on or near the consummation date of the triggering corporate event (closing date of a merger, final liquidating distribution date, etc.). There is no fixed deadline measured from the trigger; the filing date is itself the operative regulatory event.
N-54C/A records are amendments to a previously filed N-54C. They are filed to correct the original notification — for example, fixing the entity name, address, or signature block, adding or revising the cited basis for withdrawal, or responding to staff comments. Because the underlying withdrawal is already effective on receipt of the original N-54C, an amendment generally perfects or corrects the record rather than re-triggering effectiveness.
This distinction matters for dataset users mapping CIKs to entities: the CIK on every N-54C record is the withdrawing BDC.
Form N-54C has been accepted on EDGAR since the mid-1990s phase-in of mandatory electronic filing for investment company forms. The dataset begins in October 1996, consistent with that mandate. Paper withdrawals filed between the 1980 creation of the BDC regime and the EDGAR mandate exist in Commission historical records but are not included in this EDGAR-derived dataset.
Form N-54C sits in a narrow cluster of withdrawal, deregistration, and election-status filings. The most relevant comparisons are with other Investment Company Act status notifications (N-54A, N-8F), the dataset's own amendments (N-54C/A), and Exchange Act exit filings that often appear alongside N-54C in a BDC's wind-down (Form 15, Form 15F, Form 25). Periodic fund reports are noted only to mark the boundary.
N-54A is the directional opposite of N-54C under the same Section 54 framework. A closed-end company files N-54A under Section 54(a) to elect BDC status; it files N-54C under Section 54(c) to withdraw that election. Both are short, one-page notifications with the same identifying fields (name, address, statutory basis, authorized signature). Differences:
Tracking the BDC population over time requires both datasets: N-54A for entries, N-54C for exits.
N-54C/A amends a previously filed N-54C and is included in the same dataset rather than treated separately. Amendments correct or supplement the original (address, basis for withdrawal, signatory information). Content overlaps almost entirely with the original filing; the distinction is procedural, not statutory. For most analyses, treat N-54C and N-54C/A as one filing family.
N-8F is the most commonly confused neighbor, but it operates on a different statutory pathway:
A BDC exiting the 1940 Act framework typically files N-54C, not N-8F.
Form 15 is filed under Rule 12g-4, Rule 12h-3, or Rule 15d-6 to terminate Exchange Act registration of a class of securities or to suspend periodic reporting (10-K, 10-Q, 8-K). It addresses Exchange Act obligations only and has no effect on Investment Company Act status. A BDC that withdraws its election via N-54C may still be a public reporting company and may separately file Form 15 if it later qualifies to suspend reporting. The two filings serve different regulatory regimes and are not substitutes, though both often appear in a BDC wind-down.
Form 15F is the foreign-issuer counterpart of Form 15, filed under Rule 12h-6. Rarely relevant to N-54C because BDCs are almost always domestic closed-end companies. Same regime distinction as Form 15, plus a different filer population (foreign private issuers).
Form 25 delists a class of securities from a national securities exchange and deregisters it under Section 12(b) of the Exchange Act. It is sometimes filed near an N-54C when a BDC exits both its listing and its BDC election. The overlap is purely sequential: Form 25 addresses exchange listing status, while N-54C addresses Investment Company Act election status. Neither can substitute for the other.
Periodic disclosure obligations of registered funds and BDCs (annual census (N-CEN), certified shareholder reports (N-CSR), proxy voting (N-PX)). They are not deregistration or election filings. They intersect with N-54C only in that an N-54C filing typically ends a BDC's prospective obligation to file them. Useful for reconstructing pre-exit reporting history, but they share no content or purpose with N-54C.
N-54C is a narrowly scoped, immediate-effect statutory notification with one purpose (withdrawal of the BDC election under Section 54(c)) and one filer population (business development companies). It is shorter and more uniform than N-8F, the form most easily confused with it, and it operates in a different statutory regime than the Exchange Act exit forms (15, 15F, 25). It is the directional opposite of N-54A within the same statutory section. No other SEC form captures the specific event of a BDC leaving the BDC regulatory regime; N-54C and N-54C/A are the canonical record of that event.
The dataset is narrow but definitive, and a small set of professional roles work directly with the filer identity, entities.cik, filedAt, the cited Section 54(c) basis, the free-text basis narrative, and the signatory block.
Lawyers drafting an N-54C for a deregistering BDC use the dataset as a precedent library. They pull the basis narratives from prior N-54C and N-54C/A filings to align phrasing with the subsection of 54(c) being invoked, check the signatory title used by peers, and review which amendments were later filed. Output: a draft notification, a board memo on procedural steps, and a defensible precedent record.
CCOs at active BDCs ingest each new N-54C and N-54C/A into a regulatory-monitoring workflow. They track filedAt, filer name and CIK, and the cited 54(c) basis to update peer-group composition and flag departures relevant to internal benchmarking and board reporting.
Transactional counsel and bankers use N-54C as the closing-checklist artifact that confirms deregistration after a merger, asset sale, or sponsor wind-down. They reconcile filedAt with announced closing dates, confirm the cited basis matches the transaction narrative communicated to shareholders, and read the signatory block to identify which entity executed the withdrawal.
Sector analysts covering listed and non-traded BDCs treat each filing as an exit event from the regulated universe. They use filedAt and CIK to maintain a survivorship-aware BDC list and read the basis narrative to classify the exit as merger, conversion to a private fund, or run-off. This feeds back-testing of yield, leverage, and non-accrual comparisons.
Teams maintaining commercial fund and entity databases key on entities.cik and filedAt to flip a BDC-status indicator to inactive on the effective date, and track N-54C/A amendments for entity-name or date corrections. Output: a maintained BDC-status table with change-history audit trails.
Researchers studying BDC lifecycles, regulatory arbitrage, and permanent-capital survival pair N-54C exits with N-54A elections to build full lifecycle panels from October 1996 onward. filedAt drives exit timing, the statutory basis classifies the exit type, and the narrative labels motivation in survival-analysis and regulatory-effectiveness studies.
Staff at the Commission and adjacent regulators monitor the dataset for clustering of withdrawals that may signal sector stress and for consistency in how 54(c) bases are applied. They focus on the basis narrative, the signatory's title (officer, director, trustee, or general partner), and the time distribution of filings.
When reconstructing the history of a BDC tied to investor claims or insolvency, investigators use the filing to time-stamp the deregistration step, identify the accountable signatory, and corroborate the conditions cited as satisfied under 54(c). Output: timeline exhibits, expert-report support, and deposition preparation.
Desks trading BDC equity or BDC-issued debt monitor incoming N-54C filings as discrete event signals tied to a covered CIK. They measure the latency between filedAt and corresponding merger or wind-down announcements, and use historical clustering of N-54C and N-54C/A around corporate events to calibrate position sizing.
Across roles, the same fields recur: entities.cik, filedAt, the cited Section 54(c) basis, the free-text narrative, and the signatory block.
The Form N-54C Files Dataset is small and event-driven: each record is a BDC exiting the Sections 55-65 regime. The following workflows show how practitioners convert that signal into concrete output.
Reference-data and research teams join entities.cik, entities.fileNo (the 814-xxxxx series), and filedAt from every N-54C and N-54C/A record against an active BDC list, flipping a status flag to inactive on the filing date. Because withdrawal is effective immediately upon receipt, filedAt doubles as the deregistration effective date. Output: a dated BDC-status table that powers survivorship-adjusted peer groups for yield, leverage, and non-accrual comparisons.
Academics and credit analysts parse the A-D checklist marker from the notice body (handling ☒, [X], and inline checkbox images) and pair it with the free-text narrative paragraph to classify each exit as never-operated (A), insolvency (B), merger or asset sale (C), or other (D). Combined with N-54A election records keyed on the same CIK, this yields a full entry-to-exit lifecycle panel from October 1996 onward suitable for survival analysis and regulatory-effectiveness studies.
Fund counsel querying the dataset by the cited Section 54(c) basis pull prior narrative paragraphs and signatory blocks as drafting precedent. They filter on the relevant A-D option, on stateOfIncorporation, and on the signatory title (officer, director, trustee, general partner) to align the draft notification's phrasing and execution with how comparable BDCs have invoked the same subsection. Output: a defensible first-draft N-54C plus a board memo grounded in observed market practice.
Transactional counsel and bankers use the dataset to verify that a BDC counterparty's deregistration step actually closed. They match the target's CIK and fileNo, confirm filedAt against the announced closing date, check that option C (asset sale, merger, or consolidation) is selected with the acquiring or surviving entity named in the narrative, and read the signature block to confirm the executing officer. Output: a checked closing checklist and a clean audit trail tying the transaction to its statutory exit filing.
Because N-54C/A amendments receive their own accession number and contain no explicit pointer to the parent filing, forensic accountants and litigation-support teams reconstruct the amendment chain by grouping records on cik and fileNo, ordering by filedAt, and reading the amendment language in each notice body. The resulting timeline pins down the accountable signatory, the originally cited basis, and any later corrections to the basis or narrative, supporting expert reports, deposition exhibits, and insolvency reconstructions.
Event-driven desks ingest newly filed N-54C records by CIK and treat each as a discrete deregistration signal on covered BDC equity or BDC-issued debt. They measure the latency between filedAt and prior merger or wind-down announcements, use the tickers field on entities to confirm whether the filer was publicly listed, and cluster N-54C and N-54C/A activity around corporate events to calibrate position sizing and trigger downstream reviews of Form 15 and Form 25 filings.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-n54c-files.json
This endpoint returns metadata about the Form N-54C Files Dataset, including its name, description, last updated timestamp, earliest sample date, total record and size counts, covered form types (N-54C, N-54C/A), container format (ZIP), and included file types (TXT, JSON, HTML). The response also lists every container file with its individual size, record count, updated timestamp, and download URL. Use this endpoint to monitor which containers have been updated in the most recent refresh run and decide on a day-by-day basis which containers need to be re-downloaded. This endpoint does not require an API key.
Example response:
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{
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"datasetId": "1f13365b-9ae0-69ec-a68b-48562fd9d00e",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-n54c-files.zip",
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"name": "Form N-54C Files Dataset",
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"updatedAt": "2026-05-13T02:54:27.711Z",
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"earliestSampleDate": "1996-10-01",
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"totalRecords": 238,
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"totalSize": 718066,
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"formTypes": ["N-54C", "N-54C/A"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "JSON", "HTML"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-n54c-files/2026/2026-03.zip",
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"key": "2026/2026-03.zip",
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"size": 13818,
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"records": 2,
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"updatedAt": "2026-05-13T02:54:27.711Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-n54c-files.zip?token=YOUR_API_KEY
Downloads the full Form N-54C Files Dataset as a single ZIP archive containing all filings from October 1996 to present. This endpoint requires a valid SEC API key passed via the token query parameter.
Download Single Container: https://api.sec-api.io/datasets/form-n54c-files/2026/2026-03.zip?token=YOUR_API_KEY
Downloads one individual monthly container instead of the entire archive. Container paths follow the YYYY/YYYY-MM.zip pattern as listed in the dataset index JSON API. This endpoint requires a valid SEC API key.
The dataset covers Form N-54C and its amendment variant Form N-54C/A — the Notification of Withdrawal of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940, filed pursuant to Section 54(c) of that Act. Both the original notification and any later amendments to it are included in the same dataset.
One record is one EDGAR accession — a complete Form N-54C or Form N-54C/A submission lodged with the SEC by a single business development company. On disk, the record is a folder named with the 18-digit zero-padded accession number, containing a metadata.json sidecar and the original EDGAR document files (excluding image binaries).
Only a business development company that previously elected, under Section 54(a) of the Investment Company Act of 1940, to be subject to Sections 55 through 65 of the Act can file Form N-54C — and only when it is withdrawing that election. The filer is the BDC entity itself, signing through an authorized officer, director, trustee, or general partner, and the CIK on the record always belongs to the withdrawing BDC rather than to an acquirer, parent, adviser, or successor.
Withdrawal under Section 54(c) becomes effective immediately upon receipt of the notification by the Commission. The Commission does not substantively approve the withdrawal; the filing date in filedAt is, for practical purposes, the effective date of the deregistration.
Form N-8F is an application for deregistration of an investment company under Section 8(f) of the 1940 Act and requires a Commission order, while Form N-54C is a one-page Section 54(c) withdrawal that is effective on receipt. N-8F is filed by registered investment companies that are not BDCs (open-end funds, closed-end funds, UITs) and removes the filer from the 1940 Act entirely; N-54C is filed only by BDCs and ends only the elective BDC regime under Sections 55–65.
The dataset begins on 1 October 1996, the earliest sample date in the EDGAR-derived record, and continues through the present. Paper withdrawals filed between the 1980 creation of the BDC regime and the mid-1990s EDGAR phase-in exist in Commission historical records but are not part of this EDGAR-sourced dataset.
Each accession folder contains a metadata.json sidecar plus one or more EDGAR document files — either HTML (.htm/.html) for modern filings or plain-text (.txt) for older filings — each wrapped in the SGML <DOCUMENT> envelope inherited from EDGAR. Image binaries from the original submission are excluded, but the textual content of the notice, including the A–D checklist selection, narrative paragraph, and signature block, is fully preserved.