SDDco Perspective Newsletter

The SEC Provides COVID Relief Surrounding Annual Audited Financial Statements & Other Filings

Robert Fortino
Managing Partner

Bob Fortino

The SEC’s Division of Trading and Markets issued guidance to member firms required to file certain reports in paper format. This guidance also extends to electronic submissions using EDGAR and FINRA’s WEB CRD system. The guidance addresses the impracticality of having these submissions signed and notarized during the COVID-19 pandemic. The SEC allows for relief from those requirements indefinitely, until such time as notice is given that the relief will be terminated. The original notification (click here to view) was issued in the early part of 2020 and the SEC recently re-affirmed that it still applies.

Specifically, the notice will not recommend enforcement action if the member firm does not comply with the paper format submission requirements or manual signature requirements if:

  • the filers contact the division to discuss how to file electronically in lieu of paper format.
  • 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;
  • 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.

The disallowance of what would normally be deductible expenses, effectively makes the PPP loan proceeds taxable. The IRS did not address what a taxpayer should do if they disallow the expenses, but are subsequently denied forgiveness in the following tax year.

Questions and notifications should be directed to the Division staff at tradingandmarkets@sec.gov.

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