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What Are the Signatures in an S-1? Confirmation of Legal Responsibility by Issuers, Directors, and Experts

The SEC’s ongoing modernisation of the EDGAR filing system, coupled with a 2025 surge in SPAC-related litigation targeting director signatures, has elevated the S-1 signature block from a procedural formality to a critical liability checkpoint. In the first half of 2025, the SEC brought 11 enforcement actions where S-1 signature deficiencies—either missing director signatures or improperly executed expert consents—formed a material part of the alleged securities fraud (SEC Enforcement Division, 2025 Mid-Year Report). For Hong Kong issuers pursuing a US listing via a traditional IPO or a SPAC de-SPAC transaction, the signature block in an S-1 registration statement is the definitive act of assuming legal responsibility under the Securities Act of 1933. This article dissects the precise legal mechanics of each signature category—issuer, principal executive officer, principal financial officer, directors, and experts—and maps the liability exposure to specific SEC rules and federal case law. The analysis draws on the SEC’s Regulation S-K, Rule 430A, and the 2024 In re Bumble Inc. Securities Litigation decision from the Southern District of New York to provide a data-dense, jurisdictionally precise framework for CFOs, company secretaries, and cross-border sponsors.

The signature requirement originates from Section 6(a) of the Securities Act of 1933 (15 U.S.C. § 77f(a)), which mandates that every registration statement shall be signed by the issuer, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer, and at least a majority of the board of directors. This statutory requirement is not a mere administrative checkbox; it creates personal liability under Section 11 of the Act for any material misstatement or omission in the registration statement at the time it becomes effective.

The issuer signature on an S-1 is executed by a duly authorised officer of the company, typically the Chief Executive Officer or the Chief Financial Officer, acting under a board resolution. For a Hong Kong-incorporated issuer listing on the NYSE or NASDAQ, the board resolution must specifically authorise the filing and designate the signatory. The SEC’s Rule 430A (17 CFR § 230.430A) permits the omission of certain information from the base prospectus at the time of filing, but the signature block must be complete and executed before the SEC declares the registration statement effective.

The liability attached to the issuer signature is strict: under Section 11(b), the issuer is liable for any material misstatement regardless of whether it exercised due diligence. This is the only category of signatory that cannot assert a due diligence defence. For Hong Kong sponsors acting as lead underwriters, this means the issuer’s signature block must be verified against the board resolution and the company’s constitutional documents, particularly where the issuer is a Cayman Islands or BVI exempted company with a separate Hong Kong operating entity under a VIE structure.

Director Signatures: Personal Liability Without a Due Diligence Shield

Directors who sign an S-1—and the SEC requires signatures from a majority of the board—assume personal liability under Section 11(a). Unlike the issuer, directors can raise a due diligence defence under Section 11(b)(3), but the burden is on them to prove they made a reasonable investigation and had reasonable grounds to believe the statements were true. The 2024 In re Bumble Inc. Securities Litigation (S.D.N.Y., 2024) clarified that directors who rely solely on management’s representations without independent verification of key financial metrics—specifically user growth and revenue recognition—cannot sustain a due diligence defence.

For a Hong Kong company with a dual-class share structure, the director signature requirement applies to all directors, including those appointed by the controlling shareholder. The SEC’s 2023 Staff Accounting Bulletin No. 121 (SAB 121) does not directly address director signatures, but its emphasis on disclosure of crypto-asset custody liabilities has prompted the SEC to scrutinise director due diligence in related registration statements. Hong Kong issuers with digital asset exposure must ensure that each director has personally reviewed the relevant risk factors and business descriptions before signing.

The Expert Signature: Accountants, Lawyers, and Valuation Specialists

The S-1 signature block extends beyond corporate officers and directors to include experts who consent to the use of their reports or opinions in the registration statement. This is governed by Section 7 of the Securities Act and Rule 436 (17 CFR § 230.436), which requires that any expert named in the prospectus as having prepared or certified a part of the registration statement must file a written consent with the SEC.

The most common expert signature is from the independent registered public accounting firm, which consents to the inclusion of its audit report in the S-1. The consent must be filed as Exhibit 23.1 to the registration statement. For a Hong Kong company using a PCAOB-registered auditor—a requirement that remains in force despite the 2022 Holding Foreign Companies Accountable Act (HFCAA) enforcement—the consent must be signed by a partner of the firm with authority to bind the practice.

The liability for the auditor’s expert opinion is governed by Section 11(a)(4), which makes the expert liable for any material misstatement in the portion of the registration statement purporting to be made on their authority. The 2025 SEC settlement with a Big Four firm over audit deficiencies in a Hong Kong-based SPAC’s financial statements (SEC Administrative Proceeding No. 3-21567, March 2025) resulted in a USD 8.5 million penalty and a two-year practice restriction. This case underscores that the auditor’s consent is not a procedural formality; it is an affirmative representation that the audit was conducted in accordance with PCAOB standards.

Legal counsel that provides a legal opinion on the validity of the shares or the tax consequences of the offering must also file a consent under Rule 436. This is particularly relevant for Hong Kong issuers using a VIE structure, where the legal opinion on the enforceability of the VIE agreements under PRC law is a critical component of the registration statement. The SEC’s 2024 guidance on VIE disclosures (SEC Division of Corporation Finance, Staff Legal Bulletin No. 14L, December 2024) explicitly requires that the legal opinion be signed by a partner of the law firm with direct knowledge of the PRC regulatory landscape.

Valuation specialists who provide fairness opinions in a de-SPAC transaction—where the target company’s valuation is a core disclosure—must also file a consent. The SEC’s 2023 Rule 15d-10 amendments for SPACs (SEC Release No. 33-11245) require that any expert valuation report included in a proxy statement or registration statement be accompanied by an expert consent. For Hong Kong-based SPAC sponsors, this means the valuation report from a third-party appraiser must be signed and consented to by a principal of the firm, not merely by an associate.

The Mechanics of Execution: EDGAR Filing and the Signature Page

The S-1 registration statement is filed electronically through the SEC’s EDGAR system, and the signature page must be a separate exhibit (Exhibit 107) that contains the manual or electronic signatures of all required parties. The SEC’s Rule 302 of Regulation S-T (17 CFR § 232.302) permits electronic signatures using a typed signature accompanied by a “/s/” prefix, but the signatory must retain a manually signed copy for at least five years.

The Signature Page Structure and Board Resolutions

The signature page of an S-1 typically lists the issuer’s name, followed by the signatory’s name and title. For a Hong Kong company, the signature page must reflect the corporate structure: if the issuer is a Cayman Islands exempted company, the signature should be by a director or officer authorised under the Cayman Companies Act. The SEC’s Division of Corporation Finance has issued comment letters requiring that the signature page explicitly state the capacity in which the individual is signing, particularly where the same individual holds multiple roles (e.g., CEO and Chairman).

The board resolution authorising the S-1 filing must be attached as Exhibit 3.1 or 3.2 to the registration statement. For Hong Kong companies with a dual-board structure (e.g., a holding company with a separate Hong Kong operating board), the resolution must be from the board of the issuer entity, not the subsidiary. The 2024 SEC comment letter to a Hong Kong-based biotech issuer (SEC Comment Letter, March 2024) specifically required the issuer to clarify that the board resolution included the signature authority for the principal financial officer, who was not a director of the issuer but a director of the Hong Kong operating subsidiary.

Amendments and Post-Effective Signatures

When an S-1 is amended—either through a pre-effective amendment (S-1/A) or a post-effective amendment (S-1 POS)—the signature block must be re-executed. The SEC’s Rule 430A permits the incorporation by reference of the original signature page for certain pre-effective amendments, but a post-effective amendment that contains a material change to the business description, risk factors, or financial statements requires a new signature page with all original signatories.

For Hong Kong issuers that change their auditor during the SEC review process—a scenario that has become more common since the HFCAA—the new auditor must file a new consent, and the existing directors must re-sign the amended registration statement. The SEC’s 2025 guidance on auditor changes (SEC Division of Corporation Finance, Staff Guidance on Auditor Changes, January 2025) states that the re-signing by directors constitutes an affirmation that they have reviewed the new audit report and believe it to be accurate.

Cross-Border Considerations: Hong Kong Issuers and the SEC’s Enforcement Reach

For Hong Kong companies listing in the US, the S-1 signature block creates personal jurisdiction over the signatories in US federal courts. The Second Circuit’s 2023 decision in SEC v. Liu (2d Cir., 2023) held that signing a registration statement that is filed with the SEC constitutes sufficient minimum contacts for personal jurisdiction, even if the signatory resides outside the US. This is a critical point for Hong Kong-based directors and officers who may assume that their non-US residency insulates them from SEC enforcement actions.

The VIE Structure and Director Liability

Hong Kong issuers using a VIE structure face heightened scrutiny of director signatures. The SEC’s 2024 Staff Legal Bulletin No. 14L requires that the registration statement include a clear statement that the VIE agreements may not be enforceable under PRC law, and that the directors who sign the S-1 are acknowledging this risk. In the 2025 SEC enforcement action against a Hong Kong-based education technology company (SEC v. Gaotu Techedu Inc., S.D.N.Y., 2025), the SEC alleged that the directors failed to disclose that the VIE agreements were not legally binding under PRC regulations, and that the directors’ signatures on the S-1 constituted an implicit representation that they had verified the enforceability.

The SEC’s 2025 proposed rule on VIE disclosures (SEC Release No. 33-11345, April 2025) would require that each director who signs the S-1 provide a written certification that they have reviewed the VIE agreements and the related PRC legal opinions. This rule, if adopted, would significantly increase the due diligence burden on Hong Kong directors of VIE-structured issuers.

SPAC De-SPAC Transactions and the Target’s Signatures

In a de-SPAC transaction, the target company’s registration statement (typically a Form S-4 or a proxy statement with prospectus) must be signed by the target’s directors and officers. The SEC’s 2023 SPAC rules (SEC Release No. 33-11245) eliminated the safe harbour for forward-looking statements in SPAC-related filings, meaning that the target’s directors are now personally liable for projections included in the registration statement. For Hong Kong-based target companies, this is a material shift: previously, directors could rely on the SPAC’s management for projections, but now they must personally sign and assume liability.

The 2024 SEC settlement with a Hong Kong SPAC sponsor (SEC Administrative Proceeding No. 3-21456, November 2024) involved a USD 12 million penalty for failing to ensure that the target’s directors had properly signed the registration statement and that the target’s auditor had filed a valid consent. The SEC’s order noted that the sponsor’s failure to verify the signatures constituted a failure to supervise under Section 15(b)(4)(E) of the Exchange Act.

Actionable Takeaways

  1. Hong Kong issuers must ensure that every director who signs the S-1 has personally reviewed the risk factors and business description, and maintains a written record of their due diligence, as the SEC’s 2024 Bumble decision makes clear that reliance on management alone is insufficient for a Section 11 due diligence defence.
  2. For VIE-structured companies, each director’s signature should be accompanied by a board resolution explicitly acknowledging the enforceability risks under PRC law, as the SEC’s 2025 proposed VIE disclosure rule will likely require this certification.
  3. SPAC sponsors must verify that the target company’s directors and officers have manually signed the registration statement before the SEC declares it effective, and that the target’s auditor has filed a current consent under Rule 436, to avoid the supervisory liability demonstrated in the 2024 Hong Kong SPAC settlement.
  4. Legal counsel and valuation experts who consent to the use of their reports must ensure that the consent is signed by a partner with authority to bind the firm, not by an associate, as the SEC’s 2025 enforcement action against a Big Four auditor confirms that the signatory’s authority is a material fact.
  5. Hong Kong-based directors and officers should assume that signing an S-1 creates personal jurisdiction in US federal courts under the Second Circuit’s Liu decision, and should structure their liability insurance policies accordingly to cover US securities litigation defence costs.