The U.S. Securities and Exchange Commission has adopted amendments to permit the use of electronic signatures.

2024-09-27 01:10:14

The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to Rule 302(b) of Regulation S-T, which allows signatories to use electronic signatures to sign signature pages or other documents (hereinafter referred to as "authentication documents") submitted electronically by following specific procedures. Prior to these amendments, each signatory of an electronic document was required to manually sign the authentication document before or at the time of submission to verify the signatures appearing in the submitted electronic document. Under the new Rule 302(b), signatories now have the option to sign authentication documents either manually or electronically.

According to the newly revised Rule 302(b), before using an electronic signature to sign an authentication document for the first time, the signatory must manually sign a certification document to attest that the signatory agrees that the use of an electronic signature in the authentication document constitutes the legal equivalent of the individual's manual signature. The filer is required to retain this manually signed certification document for the duration of the signatory's use of the electronic signature and for at least seven years after the date of the most recent electronically signed authentication document. If requested by the SEC, the filer must provide a copy of this manually signed certification to the SEC. Furthermore, when using an electronic signature on an authentication document, the electronic signature process must at least:

Require the signatory to present a physical or electronic identification that proves the signatory's personal identity;
Reasonably ensure that the signature cannot be repudiated;
Attach, affix, or otherwise logically associate the signature with the signature page or document to be signed; and
Include a timestamp to record the date and time of the signature.