On April 23rd, the SEC’s Division of Corporation Finance released a statement regarding the requirements for certain paper documents given the impacts of the COVID-19 pandemic. The staff of the division recognizes that submitting particular forms (with the exception of Forms 144) may be difficult in the current circumstances.
To that end, the temporary statement focuses on those who submit the following forms for the period from and including April 23, 2020 to June 30, 2020:
- Annual reports to security holders furnished by foreign private issuers on Form 6-K pursuant to Rule 101(b)(1) of Regulation S-T
- Forms 11-K pursuant to Rule 101(b)(3) of Regulation S-T
- Periodic reports and distribution reports filed by certain international development banks pursuant to Rule 101(b)(5) of Regulation S-T
- Reports or other documents furnished by foreign private issuers on Form 6–K pursuant to Rule 101(b)(6) of Regulation S-T
- Unabridged foreign language documents and English translations of a foreign government’s or its political subdivision’s latest annual budget pursuant to Rules 306(b) and (c) of Regulation S-T
The staff of the Division of Corporation Finance will not recommend enforcement action to the SEC if the above documents are submitted via email in lieu of mailing or delivering the paper document to the SEC if the filer attaches a complete document, including any required exhibits, as PDF attachments to an email sent to CorporationFinancePaperForms@SEC.gov.
If the filer cannot provide a manual signature on a document submitted by email, the staff will also not recommend enforcement action to the SEC if that filer provides a typed form of signature in lieu of the manual signature and:
- the signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the email submission. The signatory must also provide this document as promptly as practicable upon request by Division of Corporation Finance or other SEC staff
- the document indicates the date and time when the signature was executed
- the filer establishes and maintains policies and procedures governing this process
Filers may continue to submit documents to the SEC mailroom. Be advised that there may, however, be delays in the processing of such documents. The SEC also reminds signatories of the penalties for false and misleading statements (15 U.S.C. 78ff(a)).
Sources:
Division of Corporation Finance Statement Regarding Requirements for Certain Paper Documents (other than Forms 144) in Light of COVID-19 Concerns (www.sec.gov)
