On March 24, 2020, acting pursuant to a COVID-19 Emergency Order issued by the Secretary of the Commonwealth, the Massachusetts Securities Division issued an Emergency Notice granting temporary relief from signature and notarization requirements for certain required filings. https://www.sec.state.ma.us/sct/covid-19/covid-19idx.htm. The relief applies to:

  • Securities registration applications
  • Exemption filings
  • Securities notice filings
  • Consent to service of process forms and related corporate resolutions
  • Forms U4 (Uniform Application for Securities Industry Registration or Transfer)—this provision tracks recently announced Financial Industry Regulatory Authority (“FINRA”) temporary relief
  • Criminal Offender Record Information (“CORI”) acknowledgement forms required of investment adviser representative applicants (who will be permitted to submit instead an affidavit, the contents of which are specified in the Notice, to be followed by submission of a notarized CORI acknowledgement form when the Emergency Order is no longer in effect)
The Notice states requirements for alternative means for verifying or acknowledging signatures. In addition, the Notice provides a 45-day extension of the due date for Form ADV updates (corresponding to the previously announced SEC extension). Note that the Notice requires that “[f]inancial professionals who rely on any provision of this Emergency Notice shall keep a copy of the Emergency Notice and the [Emergency] Order in their records to document their reliance on it.”

The Emergency Notice, effective March 24, states that it will “remain in effect until April 30, 2020, unless extended or rescinded." Meanwhile, Massachusetts bar associations, real estate trade groups, and others have been busy drafting and lobbying for an executive order and/or legislation loosening the physical presence requirement for notarizations.

To learn more about the issues raised by this client bulletin, please contact John R. Snyder at jsnyder@potomaclaw.com

Note: This bulletin is for general use and should not be construed to provide legal advice as to particular factual situations.

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