Thursday, October 01, 2020

Massachusetts updates COVID-19 accommodations for corporate finance filers, investment advisers

By John M. Jascob, J.D., LL.M.

The Massachusetts Division of Securities has ended the temporary waiver of notarizations for corporate finance filings that had been granted following the disruptions caused by the COVID-19 pandemic. In an amended emergency notice that became effective on September 30, 2020, the Division also ended the relief from submitting a notarized CORI form in connection with an application for investment adviser registration and ended the relief from annual update filings and document delivery for advisers.

The Division’s amended emergency notice will remain in effect until October 31, 2020, unless extended or rescinded.

Corporate finance filings. Under the amended notice, the Division will accept only manual or electronic signatures for securities registration applications, exemption filings, securities notice filings, and consent to service of process forms and related corporate resolutions. Where signatures are required, the Division will accept: (1) evidence of electronic signatures; or (2) copies of signed documents, including PDF copies. The Division will accept in-person or remote notarizations of the applicable forms, including Forms U-1, U-2, and U-2A.

Relief from physical signatures on Form U4. The amended emergency notice also provides that broker-dealers, investment advisers, and federal covered advisers may submit Forms U4 electronically, without first obtaining physical signatures from individual agents or investment adviser representatives, provided certain conditions are met. Firms availing themselves of this temporary relief must: (1) provide the individual with a copy of the completed Form U4 prior to filing; (2) obtain the individual’s written agreement prior to filing that the form’s content is accurate and complete; (3) retain the written acknowledgement in accordance with Massachusetts law; and (4) obtain the applicant’s physical signature as soon as practicable.

The Division issued the amended emergency notice under the authority granted by the Secretary of the Commonwealth’s extended emergency order on September 29, 2020. Financial professionals who rely on any provision of the emergency notice must keep a copy of the notice and the Secretary’s order in their records to document their reliance on it.