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Financial Services Law Insights and Observations

SEC issues temporary guidance on signature and notary requirements

Federal Issues Agency Rule-Making & Guidance SEC Broker-Dealer Notary Covid-19

Federal Issues

On April 2, the SEC’s Division of Trading and Markets (Division) issued a statement regarding temporary requirements—as a result of Covid-19—for certain documents ordinarily submitted to the Division in paper form, including documents that require signatures or notarization. The Division states that it will not recommend enforcement actions for noncompliance with paper document and manual signature submission requirements against persons experiencing Covid-19-related logistical compliance difficulties, provided that certain conditions are met, including: (i) paper submission alternatives are coordinated with Division staff; (ii) electronic signatures are used in place of manual signatures; (iii) manually signed signature pages for all electronically signed submissions are retained and presented to the Division upon request; (iv) an indication of the date and time a signature page was signed is furnished; and (v) “policies and procedures governing this process” are created and implemented.

The Division states that it will not recommend an enforcement action for failure to obtain notarization services, including those required for electronically filed broker-dealer annual reports due prior to June 30, if the filer: (i) provides a note on the document to indicate that it was not notarized “based upon relief from Commission staff and difficulties arising from COVID-19”; and (ii) provides written notification that the document was not notarized due to Covid-19 related issues to the Division at tradingandmarkets@sec.gov, or, in the case of a broker-dealer annual report, to “designated examining authority.”

The statement’s guidance is effective for papers submitted from March 16 through June 30.