To address an issue that, as a result of the impact of COVID-19, has impeded some filers from making timely filings on EDGAR, the SEC is providing temporary regulatory relief from the notarization requirement for applications for EDGAR access codes.
To access EDGAR to make a filing, the filer is required to complete online the Form ID application, including uploading a PDF attachment that provides certain information required in the Form ID. To confirm the authenticity of the Form ID, the PDF attachment must be manually signed by the filer over the filer’s typed signature and notarized. Apparently some filers have had difficulty obtaining the notarization required to gain access to EDGAR to make filings.
To address that problem, the SEC has adopted a new paragraph (c) to Rule 10 of Reg S-T as a temporary final rule that provides relief from the notarization requirement, subject to certain conditions. From March 26, 2020 through July 1, 2020, a filer will be able to obtain an EDGAR access code based only a Form ID with a manual signature, but without the required notarization, so long as the filer complies with certain conditions. First, in submitting the Form ID application, the filer must indicate “on the face of the signed document that it could not obtain the required notarization due to circumstances relating to COVID-19.” For example, it may be impracticable or impossible to obtain a notarization on a timely basis because the filer’s employees are working from home or “otherwise no longer in reasonable proximity of an authorized notary public due to circumstances relating to COVID-19.” Once the EDGAR access codes are issued, the filer will be able to make filings. Second, the filer must submit as correspondence via EDGAR a PDF of the notarized manually signed document within 90 days of the issuance of the access code. If the filer does not do so within that time, the SEC staff may inactivate the filer’s EDGAR access codes.
The SEC staff may ask filers relying on the temporary rule to provide documents supplementally to help the staff validate the request for an EDGAR access code. In addition, to prevent potential abuse, the staff may inactivate codes issued under the temporary rule when the staff has reason to believe that the filer has made illegitimate filings, and, in that regard, the staff may request additional information or documentation from the filer. Questions about the relief should be addressed to the EDGAR Business Office at 202-551-8900.
The press release also announced that, under Reg A and Reg Crowdfunding, the SEC has adopted temporary final rules that, subject to certain conditions, extend the filing deadlines for an additional 45 days for certain disclosure reports that would otherwise have been due between March 26, 2020 and May 31, 2020.
For guidance on other legal, regulatory and commercial implications of the COVID-19 pandemic, see our Cooley coronavirus resource hub.