We always emphasize at our Workshops that all SEC filings require manual signatures. Regulation S-T, the electronic filing rules, contains this provision:
- 232.302 Signatures.
(b) Each signatory to an electronic filing (including, without limitation, each signatory to the certifications required by §§240.13a-14, 240.15d-14 and 270.30a-2 of this chapter) shall 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. Such document shall be executed before or at the time the electronic filing is made and shall be retained by the filer for a period of five years. Upon request, an electronic filer shall furnish to the Commission or its staff a copy of any or all documents retained pursuant to this section.
If you would like to see a case where a company got in trouble for not obtaining manual signatures, amongst other issues, check out this enforcement case.
In the current COVID-19 chaos the SEC does not want to expose people to more risk because of this requirement. On March 25, 2020, CorpFin, along with the Divisions of Investment Management and Trading and Markets, issued a Statement to provide relief. The statement provides:
“In light of these difficulties, the staff will not recommend the Commission take enforcement action with respect to the requirements of Rule 302(b) 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 in the ordinary course pursuant to Rule 302(b);
- 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 signatory may also provide to the filer an electronic record (such as a photograph or pdf) of such document when it is signed.”
As always, your thoughts and comments are welcome!