SEC Adopts Rule Amendments to Permit the Use of Electronic Signatures

December 1, 2020

On November 17, 2020, the SEC adopted amendments to Rule 302(b) of Regulation S-T to permit the use of electronic signatures in connection with SEC filings. While the amendments will not be effective until publication of the adopting release in the Federal Register, the SEC Staff has updated a previous statement regarding the application of Rule 302(b) in light of COVID-19 concerns to permit early reliance on the amended Rule 302(b).

Rule 302(b) of Regulation S-T currently requires each signatory to an SEC filing to manually sign a signature page or other document (an “authentication document”) before or at the time of the filing. In addition, companies must retain copies of these authentication documents for five years and may be required to furnish such copies to the SEC upon request.

The new amendments to Rule 302(b) permit authentication documents to be signed electronically, provided certain conditions are satisfied.

Before a signatory initially uses an electronic signature to sign an authentication document, the amendments require the signatory to manually sign an “initial electronic signature authentication document,” acknowledging the legal effect of electronic signatures, which companies must retain for seven years after the date of the most recent electronically signed authentication document and may be required to furnish to the SEC upon request.

Fortunately, new Rule 302(b)(3) explicitly permits manually signed documents to be stored by electronic means, so there is no need to retain a physical copy of the initial electronic signature authentication document—a PDF will suffice.

Read the SEC’s press release.

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