Record retentionThose of us who have been around long enough to remember paper SEC filings may recall the requirement to file one manually signed copy of Exchange Act filings and, if memory serves me correctly, three manually signed copies of Securities Act registration statements.  When EDGAR was implemented, we hoped to be spared the often last-minute scramble to find an authorized officer to sign a filing, but our hopes were not rewarded; not only were we required to obtain manually signed copies, but we were admonished to retain them for five years.

Lest you think that the SEC doesn’t care about these requirements, a recent enforcement action clarifies that it does.  In the action, the SEC cited MusclePharm Corporation for a variety of serious disclosure and books and records violations.  However, one paragraph of the SEC Order notes that “MSLP failed to maintain signed signature pages for most of its filings with the Commission from 2010 through 2013 as required under Rule 302 of Regulation S-T.  MSLP failed to receive or maintain any manually signed signature pages prior to December 2012.  After December 2012, while MSLP had made over 23 Commission filings, MSLP only received or maintained original signature pages for all signatories on eight filings.”

So be sure to get those signature pages signed and make sure they are retained in your files for the required five-year period.

  • Carolyn Turner

    I am ignorant on this subject, but are a corporation’s corporate records (by-laws, articles of incorporation, etc.) filed with the SEC?