SEC – Adopts Rules to Facilitate Electronic Submission of Documents to the Agency

November 17, 2020 – SEC adopted rule amendments to Regulation S-T, Rule 302, under 17 CFR 232.302, to permit electronic signatures when executing many SEC authentication documents and amended the Electronic Data, Gathering, Analysis, Retrieval system (EDGAR) filer manual, as part of series of initiatives designed to modernize and strengthen agency’s operations.

Regulation S-T

Regulation S-T governs the electronic submission of documents to the SEC through EDGAR. Rule 302 requires each signatory sign an authentication document before or at the time of the electronic filing to adopt a signature that appears in typed form in the electronic filings. Due to the COVID-19 pandemic, SEC reevaluated the requirement related to manually signing. The final rule provided requirements for the electronic signing process in the EDGAR filer manual. Required signatory to present a physical, logical, and digital credential to authenticate ID. Reasonably provide for non-repudiation of signature and include a timestamp of signature. The signature must be attached/affixed/logically associated with the signature page/document.

Related Amendments

Corresponding revisions adopted to several rules, forms in securities act, securities exchange act, and investment company act to permit listed use of electronic signatures. SRT rules 402 and 471 were amended under 17 CFR 230.402 and 17 CFR 230.471. Investment company act, Rule 8b-11, was amended, pursuant to 17 CFR 270.8b-11. Additionally, securities exchange act rules under 17 CFR 240.12b-11, 17 CFR 240.14d-1,17 CFR 240.15Fb1-1, 17 CFR 240.16a-3, Form CB under 17 CFR 249.480 amended. Also adopted updated EDGAR Filer Manual, Vol. II: EDGAR Filing (Ver. 55) (Nov. 2020). Set forth requirements for the electronic signing process when using electronic signatures. Updated filer manual is incorporated by reference into the code of federal regulations.

Effectiveness

Amendments effective upon publication of adopting release in the Federal Register.

For more information, visit www.SEC.gov.



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