Executive Summary
The Securities and Exchange Commission (SEC) amended Exchange Act Rule 17a-5 to modernize signature and filing requirements for broker-dealer financial reports. To reinforce the change, the Financial Regulatory Authority (FINRA) reminded firms in a November 2025 FINRA Information Notice that all Rule 17a-5 filings must now be submitted electronically through EDGAR, and that paper filings are no longer permitted.
Effective for reports filed on or after January 1, 2026, the amendments expressly permit electronic signatures on annual audits and FOCUS Reports, provided the applicable regulatory conditions are met. The changes also limit who may sign FOCUS Reports, emphasize the obligation to sign the reports, either manually (wet signature) or electronically, and reinforce long-standing record-retention obligations for audit oaths and affirmations.
The Securities and Exchange Commission (SEC) has amended Exchange Act Rule 17a-5, modernizing signature and filing requirements for broker-dealer financial reports. Additionally, the Financial Industry Regulatory Authority (FINRA) reminded firms in a November 2025 FINRA Information Notice that all Rule 17a-5 filings must now be submitted electronically via EDGAR, as paper filings are no longer permitted.
Effective for reports filed on or after January 1, 2026, the amendments expressly permit electronic signatures on annual audits and FOCUS Reports, provided specific regulatory conditions are met. Importantly, the reports must still be signed, either manually (wet signature) or electronically, and unsigned filings are not compliant. The changes also narrow the scope of those who may sign FOCUS Reports and reinforce long-standing record-retention obligations for audit oaths and affirmations.
Background: Modernizing Rule 17a-5 Reporting
Rule 17a-5 has long governed broker-dealer financial reporting, including the filing of annual audited financial statements and FOCUS Reports. While EDGAR submissions have become the operational norm, historical practices left uncertainty about acceptable execution methods and signature formalities. The amendments to Rule 17a-5 resolve these ambiguities by aligning the rule with modern electronic filing and execution practices and expressly recognizing electronic execution, while preserving the foundational requirement that an authorized officer formally execute these reports. FINRA’s November 2025 Information Notice serves as a compliance reminder that these changes are mandatory and that firms must adjust their internal reporting, execution, and recordkeeping procedures to align with the clarified requirements.
Mandatory EDGAR Filing – Paper Submissions Eliminated
FINRA emphasized that all Rule 17a-5 filings for the SEC must be submitted electronically via EDGAR. Therefore, paper filings are no longer acceptable under any circumstances. Firms that historically relied on physical signatures or mailed submissions, often through outside auditors, must ensure that all processes are fully electronic and EDGAR-compliant. This requirement applies to:
- Annual audited financial reports
- FOCUS Reports
- All other Rule 17a-5 filings
Electronic Signatures Now Permitted, But Execution Is Still Required
For reports filed on or after January 1, 2026, the SEC amendments clarify that manual (wet) or electronic signatures are permitted for all Rule 17a-5 filings, including annual audited financial statements and FOCUS Reports. Critically, the amendments do not eliminate the requirement that these reports be signed. Instead, they clarify how they may be signed. A report that is not executed, whether manually or electronically, does not satisfy Rule 17a-5.
However, electronic signatures are not informal substitutes for wet signatures. They are subject to the specific conditions set forth in Rule 17a-5, including controls designed to:
- The identity of the signer is authenticated.
- The signature is uniquely attributable to the signing individual.
- The execution cannot be repudiated or altered after signing.
Firms should not assume that all commercial e-signature platforms automatically meet these requirements. Compliance depends not only on the technology used but also on the controls and procedures governing the creation, retention, and verification of signatures. However, if a firm continues to use wet signatures, those signatures remain acceptable, provided the executed report is appropriately maintained and filed electronically through EDGAR.
New Limitation on Who May Sign the FOCUS Report
One of the more substantive changes concerns the execution of the FOCUS Report. From now on, the FOCUS Report must be signed by only one principal officer, and that officer must be either:
- The Principal Executive Officer, or
- The Principal Financial Officer
This eliminates the flexibility some firms previously had to delegate signature authority to other principals or financial operations personnel. Firms should update internal calendars, responsibility matrices, and WSPs to reflect this narrower authorization.
Recordkeeping: Audit Oaths and Affirmations
The amendments to Rule 17a-5 have eliminated the requirement to notarize the signature on the Oath and Affirmation in the annual audit report and reaffirm the record-retention obligations for the Oath and Affirmation accompanying the annual audit. Firms must retain the Oath and Affirmation for six (6) years, with the first two (2) years in an easily accessible location. This requirement applies regardless of whether the report is signed manually or electronically, or whether the auditor maintains a separate copy.
Practical Compliance Takeaways for Broker-Dealers
These amendments may seem technical, but they carry meaningful compliance implications:
- Review and update WSPs to reflect EDGAR-only filing, electronic signatures, and updated signatory authority.
- Coordinate with auditors to confirm compliant electronic execution and retention of audit documentation.
- Confirm officer availability and authority to sign FOCUS Reports well in advance of filing deadlines.
- Audit record-retention practices to ensure that oath and affirmation documents are appropriately stored and retrievable.
Firms that rely heavily on third-party auditors or back-office vendors should ensure that responsibilities are clearly allocated and documented.
Conclusion
The SEC’s Rule 17a-5 amendments clarify that financial reports must still be properly signed and filed via EDGAR. FINRA’s reminder underscores the broader regulatory theme that modernization does not reduce accountability, which remains firmly with senior management.
Broker-dealers should view these changes as an opportunity to strengthen internal controls, eliminate legacy practices, and ensure that financial reporting procedures align with SEC and FINRA expectations as of January 1, 2026.