Monday, June 13, 2011

EDGAR Electronic Signatures

Nowadays, virtually all SEC filings are made electronically via the SEC's EDGAR database.  Such filings are generally required to be signed by one or more representatives of the filer.  But how does one sign an electronically filed document?

The signer signs a paper copy of the document manually, and the signature itself is typed into the signature block of the filed version of the document.  The filer is required to keep a copy of the manually signed version of the filed document for five years for possible inspection by the SEC.  This is all covered in the SEC's Rule 302 under Regulation S-T.     

Was the SEC's position on the treatment of electronic signatures impacted by the federal E-Sign Act?  No, the E-Sign Act, which generally recognizes electronic signatures in commerce, specifically exempts most government filing format requirements from the E-Sign Act.  In the SEC's 2001 Interpretive Release No. 33-7985, the SEC explained that the E-Sign Act would not apply to EDGAR filings because SEC filings are generated principally for governmental purposes.   

You can read more about the E-Sign Act in my paper on E-Corporate Law which is available here:

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