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More COVID Relief: Form 144 and Section 83(b) Elections

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April 14, 2020 | Barbara Baksa

More COVID Relief: Form 144 and Section 83(b) Elections

For today's blog entry, I discuss recently issued guidance providing relief for Form 144 filings and Section 83(b) elections.

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Before we get to the guidance, a shameless plea: please complete the NASPP's quick survey on COVID 19 and stock compensation. It's quick! The average time to complete the survey is just ten minutes!

Need to File Form 144 In a Hurry? Email It!

Form 144 is one of the few forms that is generally filed by mail (or via in-person delivery to the SEC’s offices) rather than electronically. While COVID-19 has not affected the submission of electronic forms via EDGAR (except for signatures—see my April 2 blog on “Section 16 Filings and COVID Relief”), it has created some logistical challenges for Form 144 filings.

In acknowledgement of these challenges, the SEC has announced that Forms 144 can be emailed to the SEC beginning April 10 and ending on June 30. The filer or submitter must attach the complete Form 144, with signature, to the email as a PDF. The SEC has even created a special email address to receive the filings: PaperForms144@SEC.gov.

If the filer/submitter is not able to manually sign the Form 144, a typed signature can be used, provided that the following conditions are met:

  • The signatory signs a paper copy of the filing and provides it to the filer as soon as reasonably practical.
  • The paper copy indicates the date and time that the signature was executed.
  • The filer establishes and maintains policies and procedures governing this process.

These conditions align with those included in the SEC’s prior announcement relating to manual signatures.

Form 144 can still be mailed to the SEC but may be subject to processing delays.

P.S. 10 pts for anyone old enough to remember when you had to hire a courier in the DC area to hand deliver a last-minute Form 4 to the SEC. Ah, good times.

IRS Extends Deadline to File Section 83(b) Elections

On April 9, the IRS issued Notice 2020-23, which activates an extension of deadlines for a long list of filings and returns, one of which is the filing of Section 83(b) elections. Under the notice, taxpayers for whom the deadline to file a Section 83(b) election would fall within April 1 to July 15 now have until July 15 to file their election.

Section 83(b) elections are still filed by mail, but I guess the IRS figures that taxpayers have enough warning to get themselves to a post office by July 15. Let’s hope, for all our sakes, that they are right.

BTW, if you are reading Notice 2020-23 looking for a mention of Section 83(b), you won’t find it. Rev. Proc. 2007-56 identifies the time-sensitive acts that may be subject to postponement during a national emergency (presumably so that the IRS doesn’t have to try to identify all of them while under the stress of an emergency).  Notice 2020-23 activates an extension for the acts identified in Rev. Proc. 2007-56. Section 83(b) elections are listed in the Rev. Proc. under Section 8, “Employee Benefit Issues.”

- Barbara

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