The new amendments revise existing Rule 302(b) in Regulation S-T, which requires a manual signature on an authentication document each time an electronic signature is filed with the SEC, instead allowing the authentication document to be signed using an electronic process.
SEC Release Nos. 34-90442; File No. S7-19-15
Under the amended rules, an authentication document may be signed using an electronic process meeting the minimum requirements outlined in a revised EDGAR Filer Manual.
Requirements for electronic signature process
For companies that elect to use an electronic signature process for authentication documents, the following requirements apply:
Manually signed documents may be retained and stored via electronic means.
In addition to the amendments to Rule 302(b) of Regulation S-T, the SEC amended certain rules and forms in the Securities Act, Exchange Act, and Investment Company Act that currently require a manual signature. These amendments allow for the use of electronic signatures, using a similar framework to that outlined above for Rule 302(b).
In a second action, the SEC also adopted rule amendments to require electronic filing and service of documents in administrative proceedings. These amendments to the SEC’s Rules of Practice were originally proposed in 2015. After consideration of comments received, the proposed rules were adopted with revisions to clarify certain definitions and requirements related to information that must be redacted.
Compliance with these requirements will be required starting April 12, 2021. During a 90-day phase-in period, submission will be required both electronically, using the Electronic Filings in Administrative Proceedings (eFAP) system and in either paper format or by email. On July 12, 2021, the electronic submission only will be required.
As a reminder, the SEC staff issued a statement in June 2020 that offered measures registrants may take to comply with requirements related to obtaining and retaining manual signatures in light of logistical or other issues caused by the spread of COVID-19. That statement was temporary, but remains in effect until public notice is provided that it is no longer in effect.