SEC Adopts Amendments to Permit Electronic Signatures
February 17, 2021
The Securities and Exchange Commission (“SEC”) has recently adopted amendments to Rule 302(b) of Regulation S-T that permit a signatory to an electronic filing using an electronic signature to sign a signature page or other document (“authentication document”) provided certain procedures are followed.
Prior to these amendments, each signatory to an electronic filing is required to manually sign an authentication document before or at the time of the electronic filing to authenticate the signature that appears in typed form within the electronic filing. Under new Rule 302(b), a signatory now has the option to sign an authentication document either manually or electronically.
Pursuant to the amended Rule 302(b), before a signatory initially uses an electronic signature to sign an authentication document, the signatory must manually sign a document attesting that the use of such signatory’s electronic signature in an authentication document constitutes the legal equivalent of such individual’s manual signature. The filer is required to retain this manually signed document for the duration of time that the signatory may use an electronic signature, and at least for a minimum of seven years after the date of the most recent electronically signed authentication document. Upon request, the filer must also provide a copy of this manually signed document to the SEC. In addition, when using an electronic signature on an authentication document, the signing process for the electronic signature must, at a minimum:
Prior to these amendments, each signatory to an electronic filing is required to manually sign an authentication document before or at the time of the electronic filing to authenticate the signature that appears in typed form within the electronic filing. Under new Rule 302(b), a signatory now has the option to sign an authentication document either manually or electronically.
Pursuant to the amended Rule 302(b), before a signatory initially uses an electronic signature to sign an authentication document, the signatory must manually sign a document attesting that the use of such signatory’s electronic signature in an authentication document constitutes the legal equivalent of such individual’s manual signature. The filer is required to retain this manually signed document for the duration of time that the signatory may use an electronic signature, and at least for a minimum of seven years after the date of the most recent electronically signed authentication document. Upon request, the filer must also provide a copy of this manually signed document to the SEC. In addition, when using an electronic signature on an authentication document, the signing process for the electronic signature must, at a minimum:
- Require the signatory to present a physical, logical, or digital credential that authenticates the signatory’s individual identity;
- Reasonably provide for non-repudiation of the signature;
- Provide that the signature be attached, affixed, or otherwise logically associated with the signature page or document being signed; and
- Include a timestamp to record the date and time of the signature.