Division of Trading and Markets Staff Statement Regarding Requirements for Certain Paper Submissions in Light of COVID-19 Concerns

April 2, 2020

The staff of the Division of Trading and Markets (the “Division”) has received inquiries from persons and entities regarding the requirements for certain forms and submissions that Division staff receives or otherwise reviews in light of health, transportation, and other logistical issues raised by the spread of coronavirus disease 2019 (COVID-19). In particular, some persons and entities have noted that they are experiencing logistical difficulties submitting certain documents in paper format, rather than electronically. In addition, some of these paper forms may require manual signatures and may also require those signatures to be notarized (collectively, the “Impacted Paper Submissions”).[1] Further, broker-dealers filing their annual audited reports electronically through EDGAR may also find it impracticable to obtain notarization services as a result of COVID-19.

In light of these difficulties, Division staff is providing the following statement to those affected by COVID-19 regarding these Impacted Paper Submissions.[2] This staff statement is temporary and covers those who submit Impacted Paper Submissions for the period from and including March 16, 2020, to June 30, 2020.

Staff will not recommend the Commission take enforcement action with respect to any failure to comply with the paper format submission requirement or manual signature requirement of the Impacted Paper Submissions under the following conditions:

  • filers or submitters of Impacted Paper Submissions contact Division staff to discuss the appropriate process for filing or submitting the Impacted Paper Submissions electronically, in lieu of in paper format, by using, for example, a secure file transfer system. If a filer or submitter of an Impacted Paper Submission is not sure who to contact or is not able to contact a Division staff member about filing or submitting an Impacted Paper Submissions electronically, the filer or submitter should submit a request for assistance and contact information to;
  • the Impacted Paper Submissions are signed electronically, if a signature is required, by using a typed form of signature within the electronic submission that will take the position of the manual signature;
  • a signatory of any Impacted Paper Submission 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 electronic submission and provides such document, as promptly as practicable, upon request by Division or other Commission staff;[3]
  • such document indicates the date and time when the signature was executed; and
  • the filer or submitter establishes and maintains policies and procedures governing this process.

Staff will also not recommend that the Commission take enforcement action with respect to any failure to comply with notarization requirements applicable to the Impacted Paper Submissions or in the electronic filings of broker-dealer annual reports required under paragraph (d) of Rule 17a-5 that are due to be filed at the Commission no later than June 30, 2020, under the following conditions:

  • the filer indicates on the face of the signed document that, based upon relief from Commission staff and difficulties arising from COVID-19, it is making this filing without a notarization; and
  • the filer notifies the Division staff in writing at, or, in the case of a broker-dealer filer, notifies its designated examining authority in writing (for example, using FINRA’s broker-dealer notification system), that it was not able to obtain the required notarization due to difficulties arising from COVID-19 and, therefore, is making its filing without a notarization.

We remind all signatories of the penalties for false and misleading statements under, among other things, 15 U.S.C. 78ff(a). We also remind market participants that the Division is committed to working with them to help them respond to operational and other challenges raised by COVID-19. Staff will consider requests concerning other regulatory requirements.

[1] The following is a non-exhaustive list of some Impacted Paper Submissions: Form X-17A-5 Part III audited annual reports, Form 1, Form CA-1, Form 19b-4(e), Form ATS, and Form ATS-R (as well as any amendments, if applicable, that may be filed to such forms); paper submissions made by registered clearing agencies pursuant to Exchange Act Rule 17a-22, Rule 24b-2 and Rule 83(c)(3); and the report of the independent public accountant submitted by broker-dealers pursuant to Rule 17a-5(d)(1)(i)(C).

[2] The statement represents the views of the staff of the Division. It is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). The Commission has neither approved nor disapproved its content. This statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

[3] For example, if a signatory is teleworking, the signatory could execute a hard copy of the signature page remotely and hold that page for delivery to the filer upon his or her return to the place of work. A signatory may also retain an electronic record (such as a photograph or pdf) of such document when it is signed.

Last Reviewed or Updated: April 2, 2020