SEC statements on manual signature filing requirements

SEC staff statements, which have been extended indefinitely, clarify measures companies may take to comply with manual signature and in light of the challenges resulting from filing requirements during the COVID-19 outbreak. Companies are expected to comply with Regulation S-T regarding the authentication document retention and Form 144 requirements, to the extent possible COVID-19.

Applicability

• Public companies, investment companies and other market participants affected by COVID-19
• Public companies who submit Form 144 until further notice
• Public companies who submit certain forms in accordance with Regulation S-T (other than Form 144) until further notice 

Relevant dates

• Effective immediately

Key impacts

Latest: In a joint statement issued on June 25, 2020, staff of the SEC’s Division of Corporation Finance, Division of Investment Management and the Division of Trading and Markets reminded registrants of their obligation to comply with Rule 302(b) of Regulation S-T amid the COVID-19 outbreak.

Rule 302(b) requires the retention of a manually signed signature page or other document that authenticates the signature appearing in an electronic filing.

Acknowledging logistical and other issues caused by the spread of COVID-19, the staff offered measures registrants may take to comply with these federal securities laws.

The statement:

• Provides alternative compliance approaches to Rule 302(b) for companies experiencing difficulties satisfying these requirements due to circumstances arising from COVID-19.
• The staff will not recommend enforcement actions with respect to Rule 302(b) if:
  • a signatory retains a manually signed page or other authenticating document, and provides that document as promptly as reasonably practicable to the registrant for retention;
  • the document indicates the date and time that the signature was executed; and
  • the registrant establishes and maintains policies and procedures governing this process.
  • Allows a signatory to provide an electronic record of the authentication document to the registrant, such as a photograph or pdf.

The statement is temporary and remains in effect until the staff provides public notice that it will no longer be in effect.

In a statement issued on June 25, 2020, staff of the Division of Corporation Finance stated that email submission of the following forms are temporarily acceptable:

• Annual reports to security holders furnished by foreign private issuers on Form 6-K pursuant to Rule 101(b)(1) of Regulation S-T.
• Form 11-K pursuant to Rule 101(b)(3) of Regulation S-T.
• Periodic reports and distribution reports filed by certain international development banks pursuant to Rule 101(b)(5) of Regulation S-T.
• Reports or other documents furnished by foreign private issuers on Form 6–K pursuant to Rule 101(b)(6) of Regulation S-T.
• Unabridged foreign language documents and English translations of a foreign government’s or its political subdivision’s latest annual budget pursuant to Rules 306(b) and (c) of Regulation S-T.

The staff will not recommend enforcement action if:

• The aforementioned documents are submitted electronically instead of on paper, and the filer attaches a complete document, including any required exhibits, as a PDF attachment to the email sent to the SEC.
• The filer is unable to provide a manual signature on a document submitted electronically if the filer provides a typed signature in lieu of the manual signature and:
  • the signatory retains a manually signed signature page;
  • such document indicates the date and time when the signature was executed; and
  • the filer establishes and maintains policies and procedures governing this process.

The statement is temporary and remains in effect until the staff provides further public notice. The change is not a rule adjustment or regulation.

Filers may continue to submit these documents to the SEC mailroom, but these filings may experience processing delays.

In a statement issued on June 25, 2020, staff of the Division of Corporation Finance stated that issuers of restricted securities may temporarily email Form 144 instead of using paper submissions. The staff will not recommend enforcement action if:

• Form 144 filed under Rules 101(b)(4) or 101(c)(6) of Regulation S-T is submitted electronically instead of on paper, and the filer attaches a complete Form 144 as a PDF attachment to the email sent to the SEC.
• The filer is unable to provide a manual signature on the Form 144 submitted electronically but the filer provides a typed form of signature in lieu of the manual signature and:
  • the signatory retains a manually signed signature page;
  • such document indicates the date and time when the signature was executed; and
  • the filer establishes and maintains policies and procedures governing this process.

The statement is temporary and remains in effect until the staff provides further public notice. The change is not a rule adjustment or regulation.

Filers may continue to submit a Form 144 to the SEC mailroom, but these filings may experience processing delays.