On March 24, 2020, the SEC staff released a staff statement recognizing the potential difficulty in light of COVID-19 for reporting companies to comply with the authentication document retention requirements of Rule 302(b) of Regulation S-T (which requires that signatories to documents electronically filed with the SEC under the federal securities laws manually sign and retain said documents), noting that SEC staff will recommend no enforcement action be taken in cases of noncompliance if:
- the 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 company for retention pursuant to Rule 302(b);
- the document indicates the date and time the signature was executed; and
- the company establishes and maintains policies and procedures governing this process.
The SEC announced similar relief regarding the notarization requirements of Form ID by way of a temporary final rule on March 26, 2020, which provides conditional relief from these requirements from March 26 to July 1, 2020.
Originally published 13 May, 2020
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