78224 Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 

1 15 U.S.C. 77a et seq. 

2 15 U.S.C. 78a et seq. 

3 17 CFR 232.301. 

4Rule 10(a) of Regulation S–T [17 CFR 232.10a]. 

The EDGAR Filer Manual contains the technical 

specifications needed for filers to make submissions 

through the EDGAR system. The Commission 

originally adopted the EDGAR Filer Manual on 

April 1, 1993, with an effective date of April 26, 

1993. Adoption of EDGAR Filer Manual, Release 

No. 33–6986 (Apr. 1, 1993) [58 FR 18638 (Apr. 9, 

1993)]. The amendments adopted in this 

rulemaking do not apply to the notarized signature 

requests for EDGAR access pursuant to the 

requirements of Rule 10(b) of Regulation S–T. 

Moreover, the authentication document discussed 

herein is distinct from the authentication document 

referenced in Volume I of the Filer Manual in 

connection with Rule 10(b) notarized 

authentication documents. 

5Pursuant to Rule 302(a) of Regulation S–T, 

signatures required in any electronic submission 

must be in typed form. 

6See Rule 302(b) of Regulation S–T. As discussed 

below, certain rules and forms under the Securities 

Act and the Exchange Act also require 

authentication documents in connection with 

certain filings when these filings contain typed, 

rather than manual, signatures. References to 

‘‘authentication documents’’ in this release refers to 

such documents as required by Rule 302(b) or these 

other rules and forms, as the context requires. 

7Application of the Electronic Signatures in 

Global and National Commerce Act to Record 

Retention Requirements Pertaining to Issuers under 

the Securities Act of 1933, Securities Exchange Act 

of 1934 and Regulation S–T, Release No. 33–7985 

(June 14, 2001) [66 FR 33175 (June 21, 2001)] (citing 

Rulemaking for EDGAR System, Release No. 33– 

6977, Section III.F.2 (Feb. 23, 1993) [58 FR 14628 

(Mar. 18, 1993)]). In the 2001 release, the 

Commission issued guidance stating that the 

requirements to retain authentication documents 

are not subject to the Electronic Signatures in 

Global and National Commerce Act (‘‘E–SIGN 

Act’’), because ‘‘authentication documents are 

records generated principally for governmental 

purposes rather than in connection with a business, 

consumer or commercial transaction.’’ 

8See Staff Statement Regarding Rule 302(b) of 

Regulation S–T in Light of COVID–19 Concerns 

(Mar. 24, 2020), available at https://www.sec.gov/ 

corpfin/announcement/rule-302b-regulation-s-tcovid-19-update. 

9Specifically, the rulemaking petition requested 

that the Commission amend Rule 11 and Rule 302 

of Regulation S–T, as well as any other necessary 

rules and forms, to permit the use of electronic 

signatures in addition to manual signatures when 

executing authentication documents under Rule 

302 and to provide that authentication documents 

may be retained physically or electronically for the 

requisite five-year period. See letter from Wilson 

Sonsini Goodrich & Rosati, Fenwick & West LLP, 

and Cooley LLP, available at https://www.sec.gov/ 

rules/petitions/2020/petn4-760.pdf. 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 230, 232, 240, 249, and 

270 

[Release Nos. 33–10889; 34–90441; 39– 

2534; IC–34096] 

Electronic Signatures in Regulation S– 

T Rule 302 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: We are adopting amendments 

to Regulation S–T and the Electronic 

Data Gathering, Analysis, and Retrieval 

system (‘‘EDGAR’’) Filer Manual 

(‘‘EDGAR Filer Manual’’ or ‘‘Filer 

Manual’’) to permit the use of electronic 

signatures in signature authentication 

documents required under Regulation 

S–T in connection with electronic 

filings on EDGAR that are required to be 

signed. We are also adopting 

corresponding revisions to several rules 

and forms under the Securities Act of 

1933 (‘‘Securities Act’’), Securities 

Exchange Act of 1934 (‘‘Exchange Act’’), 

and Investment Company Act of 1940 

(‘‘Investment Company Act’’) to permit 

the use of electronic signatures in 

signature authentication documents in 

connection with certain other filings. 

DATES: Effective December 4, 2020. The 

incorporation by reference of the 

EDGAR Filer Manual is approved by the 

Director of the Federal Register as of 

December 4, 2020. 

FOR FURTHER INFORMATION CONTACT: 

Charles Kwon, Office of Rulemaking, at 

(202) 551–3430, Division of Corporation 

Finance; Terri Jordan, Office of 

Rulemaking, at (202) 551–6792, Division 

of Investment Management; or Devin 

Ryan, Office of Chief Counsel, at (202) 

551–5550, Division of Trading and 

Markets; U.S. Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: We are 

adopting amendments to the following 

rules and forms to permit the use of 

electronic signatures in signature 

authentication documents in connection 

with certain specified filings, including 

electronic filings on EDGAR: 

Commission reference CFR citation 

(17 CFR) 

Securities Act 1: 

Securities Act Rule 402 § 230.402. 

Securities Act Rule 471 § 230.471. 

Regulation S–T ..................... §§ 232.10 

through 

232.903. 

Rule 301 ......................... § 232.301. 

Rule 302 ......................... § 232.302. 

Commission reference CFR citation 

(17 CFR) 

Exchange Act 2: 

Exchange Act Rule 12b– 

11.

§ 240.12b–11. 

Exchange Act Rule 14d– 

1.

§ 240.14d–1. 

Exchange Act Rule 

15Fb1–1.

§ 240.15Fb1– 

1. 

Exchange Act Rule 16a– 

3.

§ 240.16a–3. 

Form CB ......................... § 249.480. 

Investment Company Act: 

Investment Company Act 

Rule 8b–11.

§ 270.8b–11. 

We are also adopting an updated 

EDGAR Filer Manual, Volume II: 

‘‘EDGAR Filing’’ (Version 55) 

(November 2020) that sets forth certain 

requirements that the electronic signing 

process must meet when electronic 

signatures are used. The updated Filer 

Manual is incorporated by reference 

into the Code of Federal Regulations.3

I. Discussion 

Regulation S–T, in conjunction with 

the EDGAR Filer Manual and other 

applicable rules, regulations, and forms, 

governs the electronic submission of 

documents filed with or otherwise 

submitted to the Securities and 

Exchange Commission (the 

‘‘Commission’’) through EDGAR.4 Title 

17, section 232.302(b) (Rule 302(b)) 

currently requires that each signatory to 

an electronic filing manually sign a 

signature page or other document 

(‘‘authentication document’’) before or 

at the time of the electronic filing to 

authenticate, acknowledge, or otherwise 

adopt the signature that appears in 

typed form within the electronic filing.5

An electronic filer must retain the 

authentication document with respect to 

each signatory to the electronic filing for 

a period of five years and must furnish 

a copy of it to the Commission or its 

staff upon request.6

The Commission has stated that the 

authentication document requirement in 

Rule 302(b) ‘‘was established to provide 

a satisfactory means by which 

signatories could authenticate and adopt 

their typed signatures appearing on filed 

documents for evidentiary purposes.’’ 7

In March 2020, the Commission staff 

provided its views on, among other 

things, complying with this requirement 

when considering the public health and 

safety concerns related to COVID–19.8

In April 2020, the Commission received 

a rulemaking petition requesting that we 

permit the use of electronic signatures 

when executing authentication 

documents under Rule 302(b).9 The 

rulemaking petition states, among other 

things, that ‘‘the current COVID–19 

situation has . . . significantly 

increased the difficulties associated 

with obtaining manual ‘wet’ signatures’’ 

and that ‘‘[i]mprovements in electronic 

signature software technology make it 

possible to confirm (with at least equal 

confidence to the collection of manual 

signatures) who has signed a document 

and when it was signed.’’ In June 2020, 

nearly 100 public companies jointly 

Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 78225 

10See comment letter from Richard Blake, et al., 

available at https://www.sec.gov/comments/4-760/ 

4760-7278993-217809.pdf. We have not received 

any letters that oppose the rulemaking petition. 

11See discussion in Section IV. Economic 

Analysis infra. 

12We are also adopting amendments to Rule 

302(a) of Regulation S–T to update the definition 

of ‘‘signature,’’ by revising ‘‘electronic entry’’ to 

‘‘computer representation,’’ ‘‘letters’’ to ‘‘symbols,’’ 

and by removing references to obsolete terminology 

(‘‘magnetic impulse’’). This amendment does not 

change the substance or intended meaning of the 

definition. 

13See new Rules 302(b)(1) and (b)(3). 

14For purposes of the process requirements 

underlying the electronic signature of 

authentication documents, we are defining the 

terms ‘‘electronic signature,’’ ‘‘credential,’’ and 

‘‘non-repudiation’’ in the EDGAR Filer Manual. The 

term ‘‘electronic signature’’ is defined as an 

electronic sound, symbol, or process, attached to or 

logically associated with a record and executed or 

adopted by a person with the intent to sign the 

record. While this definition is consistent with the 

widely used definition of the term ‘‘electronic 

signature’’ in the E–SIGN Act, 15 U.S.C. 7006, we 

continue to believe that the E–SIGN Act does not 

apply to the Commission’s requirements related to 

authentication documents. See supra note 7. The 

term ‘‘credential’’ is defined as an object or data 

structure exclusively possessed and controlled by 

an individual to assert identity and provide for 

authentication. The term ‘‘non-repudiation’’ is 

defined as assurance that an individual cannot 

falsely deny having performed a particular action. 

15See new Rule 302(b)(2). Additionally, Section 

6(a) of the Securities Act provides that signatures 

to any Securities Act registration statement shall be 

presumed to have been written by authority of the 

person(s) who signed it, and the burden of proof, 

in the event such authority shall be denied, shall 

be upon the denying party. See 15 U.S.C. 77f(a). 

16A manually signed document under Rule 

302(b), including an initial electronic signature 

authentication document or a manually signed 

authentication document, may be stored via 

electronic means. See new Rule 302(b)(3). 

17Securities Act Rules 402(e) and 471(b); 

Exchange Act Rules 12b–11(d), 14d–1(h), 16a–3(i) 

and, 15Fb1–1; Form CB; and Investment Company 

Act Rule 8b–11. Rules 402(e), 471(b), 12b–11(d), 

14d–1(h); 16a–3(i); and 8b–11 allow manual, typed, 

duplicated, or faxed signatures on paper filings, 

with a manual signature retention requirement for 

typed, duplicated, or faxed signatures. See Phase 

One Recommendation of Task Force on Disclosure 

Simplification, Release No. 33–7300 (May 31, 1996) 

[61 FR 30397 (June 14, 1996)] at 30400 (stating that 

the Commission was adopting these requirements 

‘‘to provid[e] comparable treatment to both paper 

and electronic filers’’ with respect to the signature 

and authentication requirements). The signature 

requirements in Rules 12b–11(d) and 14d–1(h) 

apply solely with respect to the scope of regulation 

defined in Rules 12b–11 and 14d–1(a), respectively. 

18The amendments to these rules include a cross 

reference to the requirements set forth in Rule 

302(b) of Regulation S–T. 

submitted a letter in support of the 

rulemaking petition.10

After considering the widespread use 

of electronic signatures and 

technological developments in the 

authentication and security of electronic 

signatures,11 and the issues raised in the 

rulemaking petition, we have 

reevaluated the requirement that 

signatories may only manually sign 

authentication documents under Rule 

302(b). As a result, we are amending 

Rule 302(b) to permit a signatory to an 

electronic filing who follows certain 

procedures discussed herein to sign an 

authentication document through an 

electronic signature that meets certain 

requirements specified in the EDGAR 

Filer Manual.12 This amendment will 

provide additional flexibility in 

complying with the authentication 

document requirement by providing 

signatories with the option of signing an 

authentication document either 

manually or electronically, while 

requiring the signing process for an 

electronic signature to meet certain 

conditions that are consistent with the 

evidentiary purposes of the 

authentication document. The existing 

requirements of Rule 302(b) will be 

otherwise unchanged, including the 

requirements that an electronic filer 

retain the authentication document for a 

period of five years and furnish a copy 

of it upon request to the Commission or 

its staff.13

We are setting forth the requirements 

for the electronic signature signing 

process in the EDGAR Filer Manual, 

which will specify that, when a 

signatory signs an authentication 

document using an electronic signature, 

the signing process for the electronic 

signature must, at a minimum: 

• Require the signatory to present a 

physical, logical, or digital credential 

that authenticates the signatory’s 

individual identity; 

• Reasonably provide for nonrepudiation of the signature; 

• Provide that the signature be 

attached, affixed, or otherwise logically 

associated with the signature page or 

document being signed; and 

• Include a timestamp to record the 

date and time of the signature.14

These requirements are intended to be 

technologically neutral and allow for 

different types and forms of electronic 

signatures, provided that the signing 

process satisfies a number of conditions 

that relate to the validity and 

enforceability of an electronic signature. 

The signing process must incorporate a 

security procedure that requires the 

authentication of a signatory’s 

individual identity through a physical, 

logical, or digital credential, and the 

signing process must reasonably provide 

for the non-repudiation of the electronic 

signature. The signing process 

requirements also provide that the 

signature be logically associated with 

the signature page or document being 

signed, thereby providing the signatory 

with notice of the nature and substance 

of the document and an opportunity to 

review it before signing, and that the 

electronic signature be linked to the 

signature page or document in a manner 

that allows for later confirmation that 

the signatory signed the signature page 

or document. Finally, given that a 

signatory must execute an 

authentication document pursuant to 

Rule 302(b) before or at the time an 

electronic filing is made, the signing 

process must include a timestamp that 

records the date and time of the 

electronic signature. 

We have included a requirement in 

new Rule 302(b)(2) that, before a 

signatory initially uses an electronic 

signature to sign an authentication 

document, the signatory must manually 

sign a document attesting that the 

signatory agrees that the use of an 

electronic signature in any 

authentication document constitutes the 

legal equivalent of such individual’s 

manual signature for purposes of 

authenticating the signature to any filing 

for which it is provided (‘‘initial 

electronic signature authentication 

document’’).15 An electronic filer must 

retain this manually signed document 

for as long as the signatory may use an 

electronic signature to sign an 

authentication document and for a 

minimum period of seven years after the 

date of the most recent electronically 

signed authentication document. 

Pursuant to Rule 302(b)(3), the 

electronic filer shall furnish a copy of it 

upon request to the Commission or its 

staff.16

In addition, we are amending certain 

rules and forms under the Securities 

Act, Exchange Act, and Investment 

Company Act to allow the use of 

electronic signatures in authentication 

documents in connection with certain 

other filings when these filings contain 

typed, rather than manual, signatures.17

These amendments extend comparable 

treatment to these filers in allowing 

electronically signed authentication 

documents under generally the same 

conditions applicable to electronic filers 

under Rule 302(b).18

Along with the adoption of an 

updated EDGAR Filer Manual, we are 

amending Rule 301 of Regulation S–T to 

provide for the incorporation by 

reference into the Code of Federal 

Regulations of the current revisions. 

This incorporation by reference was 

approved by the Director of the Federal 

Register in accordance with 5 U.S.C. 

552(a) and 1 CFR part 51. The updated 

EDGAR Filer Manual is available at 

https://www.sec.gov/info/edgar/ 

edmanuals.htm. The EDGAR Filer 

Manual also is available for website 

viewing and printing in the 

78226 Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 

19See 5 U.S.C. 553(b) and (c). 

20 5 U.S.C. 553(b)(3)(A). 

21 5 U.S.C. 553(b)(3)(B). 

22See 5 U.S.C. 601(2) (for purposes of a 

Regulatory Flexibility Act analysis, the term ‘‘rule’’ 

means any rule for which the agency publishes a 

general notice of proposed rulemaking) and 5 U.S.C. 

804(3)(C) (for purposes of Congressional review of 

agency rulemaking, the term ‘‘rule’’ does not 

include any rule of agency organization, procedure, 

or practice that does not substantially affect the 

rights or obligations of non-agency parties). 

23 5 U.S.C. 553(d)(3). 

24 Id. 

25 5 U.S.C. 553(d)(1). 

26 44 U.S.C. 3501 et seq. 

27Section 3(f) of the Exchange Act, Section 2(b) 

of the Securities Act, and Section 2(c) of the 

Investment Company Act state that when engaging 

in rulemaking that requires us to consider or 

determine whether an action is necessary or 

appropriate in (or, with respect to the Investment 

Company Act, consistent with) the public interest, 

we must consider, in addition to the protection of 

investors, whether the action will promote 

efficiency, competition, and capital formation. 

Additionally, Section 23(a)(2) of the Exchange Act 

requires us, when making rules or regulations under 

the Exchange Act, to consider, among other matters, 

the impact that any such rule or regulation would 

have on competition and states that the 

Commission shall not adopt any such rule or 

regulation which would impose a burden on 

competition that is not necessary or appropriate in 

furtherance of the Exchange Act. 

28 17 CFR 230.101. 

Commission’s Public Reference Room, 

100 F Street NE, Washington, DC 20549, 

on official business days between the 

hours of 10:00 a.m. and 3:00 p.m. 

II. Procedural and Other Matters 

The Administrative Procedure Act 

(‘‘APA’’) generally requires an agency to 

publish notice of a rulemaking in the 

Federal Register and provide an 

opportunity for public comment.19 This 

requirement does not apply, however, to 

rules of agency organization, procedure, 

or practice,20 or if the agency ‘‘for good 

cause finds . . . that notice and public 

procedure thereon are impracticable, 

unnecessary, or contrary to the public 

interest.’’ 21 We find that these 

amendments relate to agency 

procedures or practice and do not 

substantially alter the rights and 

obligations of non-agency parties. We 

also find that notice and comment are 

unnecessary because the amendments 

merely provide an optional alternative 

method for signatories to sign 

authentication documents pursuant to 

Rule 302(b) and corresponding 

provisions in our rules and forms. It 

follows that the amendments do not 

require analysis under the Regulatory 

Flexibility Act or a report to Congress 

under the Small Business Regulatory 

Fairness Act.22

The APA generally requires that an 

agency publish an adopted rule in the 

Federal Register at least 30 days before 

it becomes effective.23 This 

requirement, however, does not apply if 

the agency finds good cause for making 

the rule effective sooner.24 For the same 

reasons we are forgoing notice and 

comment, the Commission finds good 

cause to make these amendments 

effective upon publication in the 

Federal Register. We further believe 

signatories and electronic filers should 

have the option of using electronic 

signatures in authentication documents 

as soon as practicable and find there is 

good cause for these amendments to 

take effect upon publication in the 

Federal Register. We also believe the 

amendments relieve a restriction in that 

execution of authentication documents 

no longer will be limited to manual or 

‘‘wet’’ signatures.25

If any of the provisions of these rules, 

or the application thereof to any person 

or circumstance, is held to be invalid, 

such invalidity shall not affect other 

provisions or application of such 

provisions to other persons or 

circumstances that can be given effect 

without the invalid provision or 

application. 

III. Paperwork Reduction Act 

Certain provisions of our rules and 

forms contain ‘‘collection of 

information’’ requirements within the 

meaning of the Paperwork Reduction 

Act of 1995 (‘‘PRA’’).26 The hours and 

costs associated with preparing and 

filing forms and retaining records— 

including those associated with 

signature authentication requirements— 

constitute reporting and cost burdens 

imposed by the collection of 

information requirements. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information requirement 

unless it displays a currently valid 

Office of Management and Budget 

control number. Compliance with the 

information collections is mandatory. 

The paperwork burden associated with 

the Commission’s signature 

authentication requirements is imposed 

through the forms that are subject to 

those requirements and is reflected in 

the analysis of those forms. Responses 

to these information collections are not 

kept confidential and there is no 

mandatory retention period for the 

information disclosed, although filers 

are required to retain an authentication 

document for a period of five years. 

As noted above, the amendments do 

not substantively alter the 

authentication document requirements, 

but rather provide an optional 

alternative method for signatories to 

sign authentication documents 

electronically. Although the 

requirements underlying the use of an 

electronic signature differ somewhat 

from those for use of a manual signature 

in connection with an authentication 

document (e.g., an initial electronic 

signature authentication document will 

be required to be retained for seven 

years), on balance, we expect the 

amendments to incrementally ease the 

burden associated with executing such 

a document. It is difficult to predict how 

many filers will take advantage of the 

alternative signing method; however, we 

expect a filer would utilize this optional 

method only if it determines that the 

burdens of this alternative method are 

less than existing methods. Given the 

incremental nature of the amendments 

and in order to avoid overestimating any 

potential reduction in paperwork 

burdens, we are not revising any burden 

and cost estimates in connection with 

these amendments. 

IV. Economic Analysis 

The final amendments provide 

signatories with additional flexibility in 

connection with documents filed with 

the Commission, including electronic 

filings made on EDGAR, by permitting 

the use of electronic signatures in 

authentication documents. Due to 

technological advances that have 

enabled electronic signatures to become 

as credible as their manual, ‘‘wet’’ 

counterparts and the potential for 

efficiency gains, we believe providing 

such flexibility is justified. Below, we 

consider the benefits and costs, as well 

as the effects on efficiency, competition, 

and capital formation that we anticipate 

will result from the final amendments.27

We evaluate the economic effects of the 

amendments relative to a baseline 

which includes the current regulatory 

requirements applicable to filers and 

signatories, as discussed in Section I 

above, as well as current practices. 

These requirements apply to both 

electronic and paper filers. The vast 

majority of Commission filings must be 

made electronically.28 Based on 

information from 2019, the Commission 

received approximately 644,000 

electronic filings from approximately 

131,000 filers. By contrast staff analysis 

of filings in EDGAR identified 4,881 

scanned paper filings from 2,603 filers 

in 2019. 

Developments in cryptography and 

computing have enabled the 

development of digital signatures that 

are at least as credible as manual 

signatures. Digital signatures available 

today can: (i) Assure users that signed 

documents have not been altered; (ii) 

identify the signatory; and (iii) make it 

Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 78227 

29See William Kuechler & Fritz H. Grupe, Digital 

Signatures: A Business View, 19(4) Info. Sys. Mgmt. 

19 (2003). 

30 Id. 

31See Rachel M. Krantz-Kent, Where did workers 

perform their jobs in the early 21st century?, U.S. 

Bureau of Lab. Stat.: Monthly Lab. Rev. (July 2019), 

available at: https://doi.org/10.21916/mlr.2019.16 

(last accessed October 22, 2020). 

32 Id. 

33See Erik Brynjolfsson et al., COVID–19 and 

remote work: an early look at US data (Nat’l Bureau 

of Economic Research, No. w27344, 2020). See also 

May Wong, Stanford Research Provides a Snapshot 

of a New Working-From-Home Economy (June 29, 

2020), available at: https://news.stanford.edu/2020/ 

06/29/snapshot-new-working-home-economy/ (last 

accessed Oct. 13, 2020). 

34For example, The U.S. Postal Service 

announced that certain two-day and three-day 

service commitments were extended to three days 

and four days, respectively, and suspended services 

or service guarantees for international shipments. 

Private carriers similarly suspended guarantees. See 

e.g., USPS® Coronavirus Updates: Expected 

Delivery Changes, USPS: FAQ (Apr. 17, 2020) 

available at: https://faq.usps.com/s/article/USPSCoronavirus-Updates-Expected-Delivery-Changes 

(last accessed Oct. 10, 2020). 

35Analysis of electronic filers in EDGAR in 2019 

demonstrates substantial variation in the number of 

signatories per filing. For example, we estimate 

99.0% of 6,660 Form 10–K filings included more 

than one signatory in 2019, while only 1.6% of 

14,884 Form 497 filings included more than one 

signatory in 2019. Staff were able to identify 

approximately 105,000 electronic filings with 

multiple signatories in 2019 by searching for 

signature tags in all electronic filings. Although this 

method may fail to identify certain filings with 

multiple signatories that do not tag individual 

signatures, this sample serves to demonstrate the 

degree of variability in the number of signatories 

across form types. 

36Analysis of electronic filers in EDGAR in 2019 

demonstrates a high degree in variation in the 

number of filings per filer. Staff estimate that the 

median number of filings per filer across the full 

sample of filers was two, however, the 25 filers with 

the largest number of filings in 2019 each submitted 

more than 850 filings. 

impossible for a signatory to deny 

signing the document.29 Moreover, 

digital signature systems can be 

deployed on a broad range of computing 

platforms,30 and are widely accessible at 

low cost. 

Technological developments have 

also increased the efficiency of 

electronic communication relative to 

reliance on the mail. Remote work, as 

opposed to work on a business’s 

premises, has increased for 

management, professional, and related 

occupations.31 These changes have been 

facilitated by developments in 

technology and communications 

infrastructure,32 as a greater volume of 

business communication now occurs 

electronically, rather than through 

paper, workers in these occupations 

have adapted to electronic 

communications. Further, remote work 

has increased substantially in recent 

months due to the COVID–19 pandemic. 

Survey evidence collected during the 

pandemic shows that a substantial 

proportion of the U.S. labor force now 

works from home full time.33 At the 

same time, measures related to COVID– 

19 have, at the margin, increased the 

time associated with printing and 

mailing, and in some cases have 

increased the risk of delay.34 In 

response to lengthier or less certain 

printing and mailing times, filers may 

incur additional costs by hastening 

internal processes to meet external 

deadlines. 

We expect the amendments to Rule 

302(b), and the related amendments to 

certain rules and forms under the 

Securities Act, the Exchange Act, and 

the Investment Company Act will result 

in cost savings for those filers whose 

signatories sign an authentication 

document by using an electronic 

signature. Filers who choose this option 

would no longer be required to have a 

signatory manually sign a signature page 

or other document and convey that 

document to the filer for each typed 

signature they provide in each filing 

that is made. Thus filers and signatories 

would not incur related costs of printing 

or mailing such a document in 

connection with each typed signature 

and may experience cost reductions to 

the extent that retaining electronic 

authentication documents is less costly 

than retaining manual authentication 

documents. It is difficult to quantify 

cost savings per filing as they would 

depend on the nature of the filing and 

the circumstances of the individual 

signatories.35 Further, cost savings per 

filer would depend on the number and 

nature of filings each filer must make.36

To the extent that the amendments 

make filers’ compliance programs more 

efficient and less expensive, filers may 

be able to reallocate resources otherwise 

used for printing or mailing 

authentication documents to more 

productive uses. Filers may experience 

greater cost savings to the extent they 

choose to incorporate processes for 

electronic signatures in the design of 

their overall compliance programs and 

such processes are lower cost than their 

manual equivalents. 

We do not expect the amendments to 

Rule 302(b) to impose substantial 

additional costs on filers because filers 

will be permitted to continue to use 

manually signed authentication 

documents and existing policies and 

procedures if they choose to do so. 

Because the electronic signing process 

for authentication documents would be 

optional, we expect that filers would 

avail themselves of this option only to 

the extent that the potential benefits 

justified any associated costs. 

Filers that choose to avail themselves 

of the ability to use electronic signatures 

in authentication documents may need 

to update their compliance systems to 

ensure that a signatory manually signs 

a document attesting that the signatory 

agrees that the use of an electronic 

signature in any authentication 

document constitutes the legal 

equivalent of such individual’s manual 

signature, before first utilizing an 

electronic signature to sign an 

authentication document. Further, filers 

must retain this initial signature 

authentication document for a 

minimum period of seven years after the 

date of the most recent electronically 

signed authentication document, and 

must furnish a copy of it upon request 

to the Commission or its staff. However, 

we generally expect these one-time costs 

to be relatively low, and once such a 

filer has updated its systems, we do not 

believe these substantive requirements 

will result in additional on-going costs 

because producing and retaining 

authentication documents are existing 

requirements under Rule 302(b). 

Additionally, such filers may incur 

costs associated with compliance with 

the electronic signing process 

requirements prescribed in the EDGAR 

Filer Manual. These costs include initial 

costs related to identifying and 

acquiring software capable of producing 

electronic signatures that meet the 

updated process requirements and 

likely also include annual fees 

associated with ongoing use of 

electronic signature software. 

We do not expect the amendments to 

have meaningful effects on competition 

or capital formation. As noted above, 

the amendments may improve 

efficiency, to the extent that they permit 

filers to lower the costs associated with 

complying with the amended rules. The 

amendments could reduce the variable 

cost (cost per filing) associated with 

meeting Commission filing 

requirements. If meeting Commission 

filing requirements involves high fixed 

costs then this reduction in variable 

costs could reduce the average cost of 

filing for high-volume filers more than 

for low-volume filers. Similarly, a filer’s 

printing and mailing costs under the 

baseline depend both on the number of 

signatures required for its filings and the 

need for mailing manual signature pages 

to a central location. Thus, filers that 

have a larger number of signatories, or 

have signatories that are more 

geographically dispersed, likely would 

experience greater cost savings than 

filers with fewer or less-dispersed 

signatories. 

Finally, we considered alternative 

ways of permitting the use of electronic 

78228 Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 

37 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a). 

38 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o–4, 78w, 

and 78ll. 

39 15 U.S.C. 77sss. 

40 15 U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37. 

signatures in authentication documents. 

The Commission could have chosen not 

to adopt a requirement to create or 

retain an initial electronic signature 

authentication document. Such an 

alternative would have increased cost 

savings for filers, but could have 

undermined the evidentiary value of the 

authentication document. The 

Commission also considered longer or 

shorter retention periods for 

authentication documents. Longer 

(shorter) retention periods could 

increase (decrease) the costs associated 

with storing authentication documents, 

while potentially increasing 

(decreasing) the evidentiary benefits of 

such documents. 

V. Statutory Authority

The amendments contained in this

release are being adopted under the 

authority in Sections 6, 7, 8, 10, and 

19(a) of the Securities Act of 1933,37

Sections 3, 12, 13, 14, 15, 15B, 23, and 

35A of the Securities Exchange Act of 

1934,38 Section 319 of the Trust 

Indenture Act of 1939,39 and Sections 8, 

30, 31, and 38 of the Investment 

Company Act of 1940.40

List of Subjects 

17 CFR Part 230 

Investment companies, Reporting and 

recordkeeping requirements, Securities. 

17 CFR Part 232 

Incorporation by reference, Reporting 

and recordkeeping requirements, 

Securities. 

17 CFR Part 240 

Brokers, Fraud, Reporting and 

recordkeeping requirements, Securities. 

17 CFR Part 249 

Brokers, Reporting and recordkeeping 

requirements, Securities. 

17 CFR Part 270 

Investment companies, Reporting and 

recordkeeping requirements, Securities. 

Text of the Amendments 

In accordance with the foregoing, title 

17, chapter II of the Code of Federal 

Regulations is amended as follows: 

PART 230—GENERAL RULES AND 

REGULATIONS, SECURITIES ACT OF 

1933 

■ 1. The authority citation for part 230 

continues to read in part as follows:

Authority: 15 U.S.C. 77b, 77b note, 77c, 

77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, 

78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note, 

78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 

28, 80a–29, 80a–30, and 80a–37, and Pub. L. 

112–106, sec. 201(a), sec. 401, 126 Stat. 313 

(2012), unless otherwise noted. 

* * * * * 

Sections 230.400 to 230.499 issued under 

secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, 

as amended (15 U.S.C. 77f, 77h, 77j, and 77s). 

* * * * * 

■ 2. Amend § 230.402 by revising 

paragraph (e) to read as follows:

§ 230.402 Number of copies; binding;

signatures.

* * * * * 

* * * * * 

(e) Signatures. Where the Act or the

rules thereunder, including paragraphs 

(a) and (c) of this section, require a

document filed with or furnished to the

Commission to be signed, such

document shall be manually signed, or

signed using either typed signatures or

duplicated or facsimile versions of

manual signatures. Where typed,

duplicated, or facsimile signatures are

used, each signatory to the filing shall

manually or electronically sign a

signature page or other document

authenticating, acknowledging, or

otherwise adopting his or her signature

that appears in the filing

(‘‘authentication document’’). Such

authentication document shall be

executed before or at the time the filing

is made and shall be retained by the

registrant for a period of five years. The

requirements set forth in § 232.302(b)

must be met with regards to the use of

an electronically signed authentication

document pursuant to this paragraph

(e). Upon request, the registrant shall

furnish to the Commission or its staff a

copy of any or all documents retained

pursuant to this section.

■ 3. Amend § 230.471 by revising 

paragraph (b) to read as follows:

§ 230.471 Signatures to amendments.

* * * * * 

(b) Where the Act or the rules

thereunder require a document filed 

with or furnished to the Commission to 

be signed, such document shall be 

manually signed, or signed using either 

typed signatures or duplicated or 

facsimile versions of manual signatures. 

Where typed, duplicated, or facsimile 

signatures are used, each signatory to 

the filing shall manually or 

electronically sign a signature page or 

other document authenticating, 

acknowledging, or otherwise adopting 

his or her signature that appears in the 

filing (‘‘authentication document’’). 

Such authentication document shall be 

executed before or at the time the filing 

is made and shall be retained by the 

registrant for a period of five years. The 

requirements set forth in § 232.302(b) 

must be met with regards to the use of 

an electronically signed authentication 

document pursuant to this paragraph 

(b). Upon request, the registrant shall 

furnish to the Commission or its staff a 

copy of any or all documents retained 

pursuant to this section. 

PART 232 REGULATION S–T— 

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 4. The authority citation for part 232 

continues to read as follows:

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 

77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 

78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 

80a–30, 80a–37, 7201 et seq.; and 18 U.S.C. 

1350, unless otherwise noted. 

Section 232.302 is also issued under secs. 

3(a) and 302, Pub. L. No. 107–204, 116 Stat. 

745. 

■ 5. Revise § 232.301 to read as follows: 

§ 232.301 EDGAR Filer Manual.

Filers must prepare electronic filings

in the manner prescribed by the EDGAR 

Filer Manual, promulgated by the 

Commission, which sets forth the 

technical formatting requirements for 

electronic submissions. The 

requirements for becoming an EDGAR 

Filer and updating company data are set 

forth in the updated EDGAR Filer 

Manual, Volume I: ‘‘General 

Information,’’ Version 35 (January 

2020). The requirements for filing on 

EDGAR are set forth in the updated 

EDGAR Filer Manual, Volume II: 

‘‘EDGAR Filing,’’ Version 55 (November 

2020). All of these provisions have been 

incorporated by reference into the Code 

of Federal Regulations, which action 

was approved by the Director of the 

Federal Register in accordance with 5 

U.S.C. 552(a) and 1 CFR part 51. You 

must comply with these requirements in 

order for documents to be timely 

received and accepted. The EDGAR 

Filer Manual is available at https://

www.sec.gov/info/edgar/ 

edmanuals.htm. The EDGAR Filer 

Manual is also available for website 

viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Washington, DC 20549, 

on official business days between the 

hours of 10 a.m. and 3 p.m. You can 

also inspect the document at the 

National Archives and Records 

Administration (NARA). For 

information on the availability of this 

material at NARA, email fedreg.legal@

nara.gov, or go to: https:// 

Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 78229 

www.archives.gov/federal-register/cfr/ 

ibrlocations.html. 

■ 6. Amend § 232.302 by revising 

paragraphs (a) and (b) to read as follows:

§ 232.302 Signatures.

(a) Required signatures to, or within,

any electronic submission (including, 

without limitation, signatories within 

the certifications required by 

§§ 240.13a–14, 240.15d–14, and

270.30a–2 of this chapter) must be in

typed form rather than manual format.

Signatures in an HTML document that

are not required may, but are not

required to, be presented in an HTML

graphic or image file within the

electronic filing, in compliance with the

formatting requirements of the EDGAR

Filer Manual. When used in connection

with an electronic filing, the term

‘‘signature’’ means a computer

representation of any symbol or series of

symbols comprising a name executed,

adopted, or authorized as a signature.

Signatures are not required in unofficial

PDF copies submitted in accordance

with § 232.104.

(b)(1) Each signatory to an electronic 

filing (including, without limitation, 

each signatory to the certifications 

required by §§ 240.13a–14, 240.15d–14 

and 270.30a–2 of this chapter) shall 

manually or electronically sign a 

signature page or other document 

authenticating, acknowledging, or 

otherwise adopting his or her signature 

that appears in typed form within the 

electronic filing (‘‘authentication 

document’’). Such authentication 

document shall be executed before or at 

the time the electronic filing is made 

and shall be retained by the filer for a 

period of five years. An electronically 

signed authentication document 

pursuant to this paragraph (b)(1) must 

meet the requirements set forth in the 

EDGAR Filer Manual. 

(2) Before a signatory may

electronically sign an authentication 

document pursuant to paragraph (b)(1) 

of this section, such signatory must 

manually sign a document attesting that, 

when using electronic signatures for 

purposes of paragraph (b)(1) of this 

section, the signatory agrees that the use 

of such electronic signature constitutes 

the legal equivalent of such individual’s 

manual signature for purposes of 

authenticating the signature to any filing 

for which it is provided. An electronic 

filer must retain this document for as 

long as the signatory may use an 

electronic signature to satisfy the 

requirements of paragraph (b)(1) of this 

section and for a minimum period of 

seven years after the date of the most 

recent electronically signed 

authentication document. 

(3) Upon request, an electronic filer

shall furnish to the Commission or its 

staff a copy of any or all documents 

retained pursuant to this section. A 

manually signed document under 

paragraph (b)(1) or (2) of this section, 

including an initial electronic signature 

authentication document or a manually 

signed authentication document, may be 

retained and stored via electronic 

means. 

* * * * * 

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 7. The authority citation for part 240 

continues to read, in part, as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 

77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 

77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m, 

78n, 78n–1, 78o, 78o–4, 78o–10, 78p, 78q, 

78q–1, 78s, 78u–5, 78w, 78x, 78dd, 78ll, 

78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b– 

3, 80b–4, 80b–11, and 7201 et seq., and 8302; 

7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 

U.S.C. 1350; Pub. L. 111–203, 939A, 124 Stat. 

1376 (2010); and Pub. L. 112–106, secs. 503 

and 602, 126 Stat. 326 (2012), unless 

otherwise noted. 

* * * * *

Sections 240.12b–1 to 240.12b–36 also

issued under secs. 3, 12, 13, 15, 48 Stat. 892, 

as amended, 894, 895, as amended; 15 U.S.C. 

78c, 78l, 78m, and 78o. 

* * * * *

Section 240.14d–1 is also issued under 15

U.S.C. 77g, 77j, 77s(a), 77ttt(a), 80a–37. 

* * * * * 

■ 8. Amend § 240.12b–11 by revising 

paragraph (d) to read as follows:

§ 240.12b–11 Number of copies;

signatures; binding.

* * * * * 

(d) Signatures. Where the Act or the

rules, forms, reports or schedules 

thereunder, including paragraph (b) of 

this section, require a document filed 

with or furnished to the Commission to 

be signed, such document shall be 

manually signed, or signed using either 

typed signatures or duplicated or 

facsimile versions of manual signatures. 

Where typed, duplicated, or facsimile 

signatures are used, each signatory to 

the filing shall manually or 

electronically sign a signature page or 

other document authenticating, 

acknowledging, or otherwise adopting 

his or her signature that appears in the 

filing (‘‘authentication document’’). 

Such authentication document shall be 

executed before or at the time the filing 

is made and shall be retained by the 

filer for a period of five years. The 

requirements set forth in § 232.302(b) 

must be met with regards to the use of 

an electronically signed authentication 

document pursuant to this paragraph 

(d). Upon request, the filer shall furnish 

to the Commission or its staff a copy of 

any or all documents retained pursuant 

to this section. 

■ 9. Amend § 240.14d–1 by revising 

paragraph (h) to read as follows: 

§ 240.14d–1 Scope of and definitions

applicable to Regulations 14D and 14E.

* * * * * 

(h) Signatures. Where the Act or the

rules, forms, reports or schedules 

thereunder require a document filed 

with or furnished to the Commission to 

be signed, such document shall be 

manually signed, or signed using either 

typed signatures or duplicated or 

facsimile versions of manual signatures. 

Where typed, duplicated, or facsimile 

signatures are used, each signatory to 

the filing shall manually or 

electronically sign a signature page or 

other document authenticating, 

acknowledging, or otherwise adopting 

his or her signature that appears in the 

filing (‘‘authentication document’’). 

Such authentication document shall be 

executed before or at the time the filing 

is made and shall be retained by the 

filer for a period of five years. The 

requirements set forth in § 232.302(b) 

must be met with regards to the use of 

an electronically signed authentication 

document pursuant to this paragraph 

(h). Upon request, the filer shall furnish 

to the Commission or its staff a copy of 

any or all documents retained pursuant 

to this section. 

■ 10. Amend § 240.15Fb1–1 by revising 

paragraphs (b) and (d) to read as

follows:

§ 240.15Fb1–1 Signatures.

* * * * * 

(b) Each signatory to an electronic

filing (including, without limitation, 

each signatory to the forms and 

certifications required by §§ 240.15Fb2– 

1, 240.15Fb2–4, and 240.15Fb6–2) shall 

manually or electronically sign a 

signature page or other document 

authenticating, acknowledging, or 

otherwise adopting his or her signature 

that appears in typed form within the 

electronic filing (‘‘authentication 

document’’). Such authentication 

document shall be executed before or at 

the time the electronic filing is made. 

The requirements set forth in 

§ 232.302(b) must be met with regards to

the use of an electronically signed

authentication document pursuant to

this paragraph (b). Upon request, the

security-based swap dealer or major

security-based swap participant shall

furnish to the Commission or its staff a

78230 Federal Register / Vol. 85, No. 234 / Friday, December 4, 2020 / Rules and Regulations 

copy of any or all documents retained 

pursuant to this paragraph (b). 

* * * * * 

(d) Each manually or electronically 

signed signature page or other document 

authenticating, acknowledging, or 

otherwise adopting his or her signature 

that appears in typed form within the 

electronic filing (‘‘authentication 

document’’)— 

(1) On Schedule F to Form SBSE 

(§ 249.1600 of this chapter), SBSE–A 

(§ 249.1600a of this chapter), or SBSE– 

BD (§ 249.1600b of this chapter), as 

appropriate, shall be retained by the 

filer until at least three years after the 

form or certification has been replaced 

or is no longer effective; 

(2) On Form SBSE–C (§ 249.1600c of 

this chapter) shall be retained by the 

filer until at least three years after the 

Form was filed with the Commission. 

■ 11. Amend § 240.16a–3 by revising 

paragraph (i) to read as follows: 

§ 240.16a–3 Reporting transactions and 

holdings. 

* * * * * 

(i) Signatures. Where Section 16 of 

the Act, or the rules or forms 

thereunder, require a document filed 

with or furnished to the Commission to 

be signed, such document shall be 

manually signed, or signed using either 

typed signatures or duplicated or 

facsimile versions of manual signatures. 

Where typed, duplicated, or facsimile 

signatures are used, each signatory to 

the filing shall manually or 

electronically sign a signature page or 

other document authenticating, 

acknowledging, or otherwise adopting 

his or her signature that appears in the 

filing (‘‘authentication document’’). 

Such authentication document shall be 

executed before or at the time the filing 

is made and shall be retained by the 

filer for a period of five years. The 

requirements set forth in § 232.302(b) 

must be met with regards to the use of 

an electronically signed authentication 

document pursuant to this paragraph (i). 

Upon request, the filer shall furnish to 

the Commission or its staff a copy of any 

or all documents retained pursuant to 

this section. 

* * * * * 

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 12. The general authority citation for 

part 249 continues to read as follows: 

Authority: 15 U.S.C. 78a et seq. and 7201 

et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350; 

Sec. 953(b), Pub. L. 111–203, 124 Stat. 1904; 

Sec. 102(a)(3), Pub. L. 112–106, 126 Stat. 309 

(2012); Sec. 107, Pub. L. 112–106, 126 Stat. 

313 (2012), and Sec. 72001, Pub. L. 114–94, 

129 Stat. 1312 (2015), unless otherwise 

noted. 

* * * * * 

■ 13. Amend Form CB (referenced in 

§ 249.480) by amending General 

Instruction II.B to read as follows: 

Note: The text of Form CB does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

United States 

Securities and Exchange Commission 

Washington, DC 20549 

Form CB 

* * * * * 

B. When submitting the Form CB in 

electronic format, the persons specified 

in Part IV must provide signatures in 

accordance with Regulation S–T Rule 

302 (17 CFR 232.302). When submitting 

the Form CB in paper, the persons 

specified in Part IV must sign the 

original and at least one copy of the 

Form and any amendments. You must 

conform any unsigned copies. The 

specified persons may provide typed or 

facsimile signatures in accordance with 

Securities Act Rule 402(e) (17 CFR 

230.402(e)) or Exchange Act Rule 12b– 

11(d) (17 CFR 240.12b–11(d)) as long as 

the filer retains copies of signatures 

manually or electronically signed by 

each of the specified persons for five 

years. The requirements set forth in 

Regulation S–T Rule 302(b) (17 CFR 

232.302(b)) must be met with regards to 

the use of an electronically signed 

signature page. 

* * * * * 

PART 270—RULES AND 

REGULATIONS, INVESTMENT 

COMPANY ACT OF 1940 

■ 14. The authority citation for part 270 

continues to read, in part, as follows: 

Authority: 15 U.S.C. 80a–1 et seq., 80a– 

34(d), 80a–37, 80a–39, and Pub. L. 111–203, 

sec. 939A, 124 Stat. 1376 (2010), unless 

otherwise noted. 

* * * * * 

Section 270.8b–11 is also issued under 15 

U.S.C. 77s, 80a–8, and 80a–37. 

* * * * * 

■ 15. Amend § 270.8b–11 by revising 

paragraph (e) to read as follows: 

§ 270.8b–11 Number of copies; signatures; 

binding. 

* * * * * 

(e) Signatures. Where the Act or the 

rules thereunder, including paragraph 

(c) of this section, require a document 

filed with or furnished to the 

Commission to be signed, the document 

should be manually signed, or signed 

using either typed signatures or 

duplicated or facsimile versions of 

manual signatures. When typed, 

duplicated, or facsimile signatures are 

used, each signatory to the filing shall 

manually or electronically sign a 

signature page or other document 

authenticating, acknowledging, or 

otherwise adopting his or her signature 

that appears in the filing 

(‘‘authentication document’’). Execute 

each such authentication document 

before or at the time the filing is made 

and retain for a period of five years. The 

requirements set forth in § 232.302(b) 

must be met with regards to the use of 

an electronically signed authentication 

document pursuant to this paragraph 

(e). Upon request, the registrant shall 

furnish to the Commission or its staff a 

copy of any or all documents retained 

pursuant to this section. 

By the Commission. 

Dated: November 17, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–26166 Filed 12–3–20; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF HOUSING AND 

URBAN DEVELOPMENT 

24 CFR Part 214 

[Docket No. FR–6215–I–02] 

RIN 2502–ZA34 

Housing Counseling Program: 

Revision of the Certification Timeline 

AGENCY: Office of the Assistant 

Secretary for Housing—Federal Housing 

Commissioner, HUD. 

ACTION: Final rule. 

SUMMARY: This final rule follows HUD’s 

interim final rule (the interim rule) 

published on August 5, 2020. The 

interim rule extended the deadline by 

which participating agencies and 

counselors must comply with 

certification requirements in HUD’s 

Housing Counseling Program from 

August 1, 2020 to August 1, 2021. The 

reason for the extension is that due to 

the COVID–19 national emergency, a 

large number of housing counselors 

would have been unable to get certified 

by the end of the grace period, resulting 

in a loss of Federal funding for some 

HUD-approved housing counseling 

agencies and loss of the ability to 

provide counseling that is required or 

provided in numerous HUD programs. 

HUD considered public comment on the 

interim rule. This rule makes the 

interim rule a final rule, without 

change.