On November 20, the Staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (the Staff) of the Securities and Exchange Commission issued an updated statement on requirements for manual signatures related to SEC filings.

COVID-19 Temporary Relief

Current Rule 302(b) of Regulation S-T requires each signatory to a document filed with the SEC pursuant to its EDGAR filing system to “manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in typed form within the electronic filing.” The manually signed document must be executed before at the time of the EDGAR submission and maintained by the filer for a period of at least five years.

In light of the ongoing COVID-19 pandemic, the Staff has expanded its temporary relief and has indicated that it will not recommend that the SEC take enforcement action with respect to these requirements if:

• a signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the electronic filing and provides such document, as promptly as reasonably practicable, to the filer for retention;

• the 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 provides that the signatory may also provide to the filer an electronic record (such as a photograph or pdf) of such document when it is signed in order to demonstrate compliance with current Rule 302(b).

Early Adoption of New Electronic Signature Rules

On November 17, the SEC adopted amendments to permit the use of electronic signatures in executing and authenticating documents submitted electronically to the SEC through EDGAR, as more fully discussed in the November 20, 2020 article.  These new rules become effective upon publication in the Federal Register.

The Staff has announced that it will not recommend enforcement action with respect to the signature requirements of existing Rule 302(b) in advance of the effective time of the new rules if the signatory complies with the requirements of the amended rules in its entirety.

The full text of the Staff’s statement is available here.