On November 17, 2020, the SEC adopted rules and amendments that will permit the use of electronic signatures in many SEC filings and submissions. In announcing its action – which may be the first permanent rule change resulting from the COVID-19 pandemic – the SEC stated that the new rules and amendments “recognize the widespread use of electronic signatures….as well as the continuing need to support remote workforces” and that they “follow a rulemaking petition joined by nearly 100 public companies.”
The SEC’s adopting release notes that the signing process for electronic signatures must meet various criteria, including:
- requiring the signatory to present a credential that authenticates his or her individual identity;
- providing for non-repudiation of the signature;
- requiring the signature to be attached, affixed, or “otherwise logically associated” with the signature page or document being signed; and
- requiring a timestamp to record the date and time of the signature.
The new rules will be effective upon publication of the adopting release in the Federal Register; related new rules requiring electronic filing and service of documents in administrative proceedings will become effective 30 days after publication in the Federal Register, with mandatory compliance on April 12, 2021, with a 90-day phase-in period.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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