COVID-19: SEC extends temporary relief for certain paper filings

The U.S. Securities and Exchange Commission (the “SEC”) staff recently extended its temporary relief for certain paper filing requirements, which had been due to expire on June 30, 2020. The extended relief has no fixed end date; instead, the SEC staff will provide public notice that the relief is ending two weeks before its termination date.

Regulation S-T generally permits certain categories of documents to be filed with the SEC via a paper copy mailed or delivered to the SEC, instead of through EDGAR, the SEC’s electronic filing system. Under the temporary relief, the SEC staff will not recommend enforcement action to the SEC if filers who prefer the paper copy method submit the following documents via email, instead of mailing or delivering the paper document to the SEC:

  • 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; and
  • 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.

Filers may instead attach the complete document, including any required exhibits, as PDF attachments to an email sent to CorporationFinancePaperForms@SEC.gov. Filers may continue to submit these documents to the SEC mailroom, but there may be processing delays.

The SEC staff will also not recommend enforcement action to the SEC if a filer provides a typed form of signature in lieu of a manual signature on a document submitted by email if:

  • 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 and provides such document, as promptly as practicable, upon request by the SEC staff;
  • the document indicates the date and time when the signature was executed; and
  • the filer establishes and maintains policies and procedures governing this process.

The SEC staff is also providing similar relief for the filing of Form 144, the notice form that affiliates are required to file in connection with certain Rule 144 sales. The SEC staff will not recommend enforcement action to the SEC if a Form 144 filed in paper under Rules 101(b)(4) or 101(c)(6) of Regulation S-T is submitted via email in lieu of mailing or delivering the paper form to the SEC, if the filer or submitter attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.