SEC Staff Statement Regarding Manual Signatures in Light of COVID-19 Concerns

To help our clients navigate the coronavirus (COVID-19) crisis, Arnold & Porter has established a Coronavirus Task Force covering a wide range of issues and challenges. Subscribe to our "Coronavirus (COVID-19)" mailing list to receive our latest client Advisories and register for upcoming webinars.

* * * * *

Regulation S-T requires that companies making filings with the SEC through EDGAR have in their possession a manually signed copy of every document at the time it is filed. Electronic signatures and scanned or faxed copies of a manual signature do not satisfy this requirement. The company must retain the manually-signed documents and furnish them to the SEC upon request.

Although the SEC's staff continues to expect compliance with this requirement to the fullest extent practicable, they also recognize that the appropriate signatories may be working remotely and will not be able to deliver a manually signed copy by the time of filing. Accordingly, on March 24, 2020, the SEC staff provided Guidance that it will not recommend enforcement action with respect to these requirements if:

• the signatory (as distinguished from the filer) creates by the time of filing and 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 that document, as promptly as reasonably practicable, to the filer for retention in the ordinary course. For example, a signatory who is teleworking could execute a hard copy of the signature page remotely and hold that page for delivery to the filer until returning to the office;
• the document bears the date and time of signature; 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 the document as soon as it is signed.

© Arnold & Porter Kaye Scholer LLP 2020 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.