Counsel sign-off

What you attest

Sign-off is the counsel gate: nothing reaches EDGAR from TakePublic without your sign-off recorded on the exact document the company will send.

The exception is a Form 3, 4 or 5 the company uploads as already reviewed and signed elsewhere: it files on the company's attestation and does not come to you for sign-off (see Upload a Form 3, 4 or 5 you already have).

The dialog opens from Sign off in the filing workspace and carries a signature agreement you can edit; the default reads that you have reviewed the filing and the disclosures it contains and, in your professional judgment, it is ready for submission to the SEC. On a Form 3, 4 or 5 it names the form and what it reports instead ("I have reviewed this Form 4 and the transactions and holdings it reports.").

• Your typed signature is the act of signing, so it is never prefilled; type your full legal name as it appears on your account.
• Before signing you tick I agree to sign electronically; the E-SIGN consent statement and its version are stored with your signature.
• The sign-off is bound to the document hash shown in the dialog. If anyone edits the filing after you read it, TakePublic refuses the signature ("Document hash mismatch") and you review and sign the current version.
• Seated counsel sign off, and so does the company's designated reviewer: a company admin or user a company admin names on Settings › People › Team as its Section 16 reviewer (attorney, paralegal, corporate secretary or CFO). Any reviewer signs off a Form 3, 4 or 5; only an attorney signs off a 10-K, 10-Q or 8-K. Auditors and preparers cannot, however the filing was prepared.
• Whoever prepared the form, or sent it to counsel, signs it off only when no other reviewer at the company could. The dialog then adds one statement to tick, and the sign-off records it; a reviewer signing their own Form 3, 4 or 5 as its reporting person ticks one more.
• The record names the kind of reviewer who signed off ("Signed off by Avery Stone, corporate secretary"), so an attorney's review is always labeled as one.

The frozen report

A Form 3, 4 or 5 has no tagged package, so no tag review appears: the sign-off binds to the frozen ownership snapshot of the report, the exact form the company will send.

Bar number, state and firm, remembered

Your bar number, state of licensure and law firm prefill from your account ("From your account; edit them if they changed."); the first time, you enter them in the sign-off and they are saved to your account. The values you send are the ones recorded.

• When you belong to a law firm on TakePublic, the Law firm field prefills with the firm's name; edit it if the engagement letter names another.
• Every sign-off records the attestation, your typed signature, the hashes it is bound to and the bar details on the client's audit chain, where the company can read them.

What happens after

The report reads Signed off and leaves your queue. The company's seats get the handoff notice, and the company finishes what is theirs: the reporting person's signature and the submission itself from the report's Submission section.

• Company admins receive pickup links to the signed package, so the exact bytes you signed are available to them outside TakePublic.
• If the company finds something to change after your sign-off, the report returns to Changes requested. The new document has a new hash, so it comes back to your queue for a fresh sign-off; nothing is submitted on the old one.
• Your Practice row for that client reads the report as signed off and with the company until it is filed.