What Is the Signature Page in an S-1? The Final Confirmation of Legal Liability

On 6 January 2025, the US Securities and Exchange Commission (SEC) adopted amendments to Regulation S-P, mandating that all registered broker-dealers, investment advisers, and transfer agents—including foreign private issuers (FPIs) filing an S-1—implement written policies for incident response programs within 18 months. This regulatory tightening, combined with the SEC’s ongoing scrutiny of SPAC de-SPAC transactions under the 2024 final rules (SEC Release No. 33-11265), has elevated the signature page of an S-1 registration statement from a procedural formality to a critical document of legal liability. For Hong Kong-based issuers pursuing a US listing via NYSE or Nasdaq, the signature page now carries heightened risk: it is the final, binding confirmation that every director, principal executive officer, and principal financial officer has personally certified the accuracy of all disclosures. Under Section 11 of the Securities Act of 1933, any material misstatement or omission in the S-1 can trigger personal liability for signatories, with no cap on damages. A 2024 analysis by Cornerstone Research found that 47% of SEC enforcement actions against FPIs in the preceding three years involved alleged deficiencies in registration statement disclosures, underscoring the signature page’s role as the last line of defence. This article dissects the mechanics, jurisdictional nuances, and procedural traps of the S-1 signature page for Hong Kong companies and their advisors.

The Signature Page as a Legal Instrument Under US Securities Law

The signature page of an S-1 is not a mere administrative appendage; it is the execution of a binding certification under the Securities Act of 1933. Section 6(a) of the Act requires that every registration statement be signed by the issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the board of directors. For FPIs, the SEC permits certain accommodations under Regulation S-K, Item 601(b)(1), but the core liability framework remains unchanged.

The Personal Liability Mechanism

Each signatory on the S-1 signature page assumes strict liability for any material misstatement or omission in the registration statement. Under Section 11(a) of the Securities Act, any purchaser of the securities can sue the issuer, every signatory, every director, every underwriter, and every expert named in the registration statement. The burden of proof shifts: the signatory must demonstrate that they conducted a reasonable investigation and had reasonable grounds to believe the statements were true. A 2023 ruling in In re: Bumble Inc. Securities Litigation (Case No. 1:21-cv-04322, S.D.N.Y.) reaffirmed that directors who signed the S-1 but failed to review key financial schedules were not shielded by the “due diligence” defence.

For Hong Kong issuers, this is particularly acute. The SFC’s Code of Conduct for Persons Licensed by or Registered with the SFC (Chapter 571, subsidiary legislation) does not directly cover US registration statements, but the HKEX Listing Rules (Main Board Rule 2.03) require directors to act with “reasonable care, skill and diligence.” A director who signs a US S-1 without independent verification of the financial statements may face concurrent liability in Hong Kong under the Securities and Futures Ordinance (Cap. 571) for market misconduct if the US filing is later found to contain false or misleading information.

The Role of the Authorised Representative

FPIs must appoint an authorised representative in the United States under SEC Rule 477. This representative, typically a law firm or a registered agent, is named on the signature page but does not assume Section 11 liability. The representative’s function is purely procedural: to accept service of process and to facilitate SEC communications. However, the SEC’s 2024 amendments to Regulation S-P (effective 5 June 2025) now require that the authorised representative maintain a written incident response plan for data breaches involving personally identifiable information (PII) of US investors. For Hong Kong issuers, this means the authorised representative’s contract must explicitly address data breach notification obligations under both US federal law and the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong.

The Signature Page in SPAC De-SPAC Transactions

For SPACs targeting Hong Kong-based operating companies, the signature page of the S-1 filed in connection with the de-SPAC transaction carries unique complexities. The SEC’s 2024 SPAC rules (SEC Release No. 33-11265) reclassified SPACs as investment companies under the Investment Company Act of 1940 unless they meet specific safe harbour conditions. The signature page of the de-SPAC S-1 must now include certifications from both the SPAC’s directors and the target company’s directors, creating a dual-liability structure.

Joint and Several Liability for SPAC Directors

Under the 2024 rules, SPAC directors who sign the de-SPAC S-1 are jointly and severally liable with the target company’s directors for any material misstatements in the combined entity’s financial projections. This is a departure from the pre-2024 regime, where SPAC directors often relied on the target’s representations without independent verification. A 2025 analysis by the SEC’s Division of Corporation Finance noted that 68% of de-SPAC transactions filed between January 2022 and December 2024 contained at least one material weakness in internal controls over financial reporting (ICFR), often related to revenue recognition in the target company’s historical financial statements.

For Hong Kong issuers considering a SPAC merger, the signature page must include a specific certification from the target company’s CFO that all financial statements comply with US GAAP or IFRS as issued by the IASB, with a reconciliation to US GAAP if applicable. The HKEX’s guidance letter HKEX-GL112-22 (updated November 2024) explicitly warns that directors of Hong Kong-incorporated target companies must ensure that any financial projections included in the de-SPAC S-1 are “reasonable and supportable” under the SFC’s Code of Conduct for Sponsors (paragraph 17.6). Failure to do so could result in both SEC enforcement and SFC disciplinary action.

The “Signing Officer” Certification Under SOX 302

The Sarbanes-Oxley Act of 2002 (SOX) Section 302 requires the principal executive officer and principal financial officer to certify in each annual and quarterly report that they have evaluated the effectiveness of the issuer’s disclosure controls and procedures. In a de-SPAC S-1, this certification is embedded in the signature page through a separate exhibit (Exhibit 31.1). For Hong Kong issuers, the SOX 302 certification is particularly onerous because it requires the certifying officers to state that they are “responsible for establishing and maintaining internal controls over financial reporting” and that they have disclosed any material changes in internal controls to the auditor and the audit committee.

A 2024 study by the Public Company Accounting Oversight Board (PCAOB) found that 34% of Hong Kong-based FPIs with US listings had at least one material weakness in ICFR in their first year post-IPO. The signature page of the S-1 effectively locks the certifying officers into a continuous obligation to maintain those controls. If the issuer later restates its financials, the SEC can pursue enforcement actions against the original signatories under Section 906 of SOX, which carries criminal penalties of up to 20 years’ imprisonment for knowing violations.

Jurisdictional Nuances for Hong Kong Issuers

Hong Kong issuers face a unique set of procedural and legal hurdles when executing the S-1 signature page, arising from the interplay between US federal securities law, Hong Kong company law, and the HKEX Listing Rules.

Execution in Counterparts and Notarisation

The SEC requires that the signature page be executed in a single document, but FPIs may sign in counterparts under SEC Rule 402(a)(1). For Hong Kong companies incorporated under the Companies Ordinance (Cap. 622), the signature page must be executed by a director or the company secretary, and the signatory’s authority must be verified by a board resolution. The HKEX Listing Rules (Main Board Rule 3.05) require that at least one director be ordinarily resident in Hong Kong. If that director also signs the US S-1, the board resolution must explicitly authorise the execution of the US registration statement, including the assumption of Section 11 liability.

Notarisation is not required by the SEC for the signature page itself, but the SEC’s EDGAR filing system requires that all signatures be manually signed and then scanned into a PDF. For Hong Kong issuers, this creates a practical problem: the SEC does not accept electronic signatures (e.g., DocuSign) for the signature page of an S-1, unlike the HKEX’s e-IPO system, which permits electronic signatures under the Electronic Transactions Ordinance (Cap. 553). The manual signature requirement means that the physical signature page must be circulated among directors, who may be based in Hong Kong, the PRC, or other jurisdictions. A delay of even one business day in obtaining all signatures can push the filing date past the SEC’s 90-day review deadline under the Jumpstart Our Business Startups (JOBS) Act, triggering a new review cycle.

The “Expertised” Signature Page

Under Section 11 of the Securities Act, experts—such as auditors, lawyers, and underwriters—who consent to being named in the registration statement are also liable for any material misstatements in their expertised portions. For Hong Kong issuers, the auditor’s consent letter (Exhibit 23.1) must be signed by the audit partner and filed concurrently with the S-1. The PCAOB’s 2023 amendments to AS 3101 (effective for audits of fiscal years ending on or after 15 December 2024) require that the auditor’s report include a specific statement on the auditor’s independence. If the Hong Kong-based audit firm is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA), it must also confirm compliance with the HKICPA’s Code of Ethics for Professional Accountants. The signature page of the S-1 must include a representation from the issuer that the auditor’s consent is valid and that the auditor’s independence has not been impaired.

A 2024 SEC enforcement action against a Hong Kong-based biotech issuer (SEC Administrative Proceeding No. 3-21567) highlighted the risks: the issuer’s S-1 signature page was signed by the CFO, who had not verified that the auditor’s consent letter covered all financial statements for the three most recent fiscal years. The SEC imposed a USD 2.5 million penalty on the issuer and a USD 500,000 penalty on the CFO personally for failing to ensure the completeness of the expertised portions.

Practical Traps in Signature Page Execution

Despite the legal gravity of the signature page, common procedural errors persist, particularly among first-time Hong Kong issuers.

Mismatched Signatory Identities

The SEC requires that the name of each signatory on the signature page match exactly the name on the issuer’s corporate records. For Hong Kong companies, this means the signature page must reflect the full name as registered with the Hong Kong Companies Registry, including any Chinese-language names if the company is dual-named. A mismatch—for example, using an English-only name when the director’s registered name includes a Chinese character—can cause the SEC to reject the filing as deficient. In 2023, the SEC’s Division of Corporation Finance issued 14 deficiency letters to Hong Kong issuers for signature page errors, representing 22% of all deficiency letters issued to FPIs that year (SEC Staff Report, 2024).

The “Blank Signature” Trap

Some Hong Kong issuers, in an effort to expedite the filing, have directors sign blank signature pages before the S-1 is finalised. This practice violates SEC Rule 402(a)(2), which requires that the signature page be signed “after the registration statement has been prepared in final form.” The SEC’s 2024 enforcement action against a Cayman-incorporated, Hong Kong-headquartered fintech issuer (SEC Litigation Release No. 25678) resulted in a USD 1.8 million penalty after it was discovered that the CFO had signed the signature page three weeks before the S-1 was completed. The SEC held that the CFO had effectively certified a document he had not read, violating the “reasonable investigation” standard under Section 11.

The “Stale” Signature Page

If the SEC issues a comment letter requiring material amendments to the S-1, the signature page must be re-executed by all signatories. A 2025 SEC Staff Legal Bulletin (No. 14M) clarified that any amendment that changes the financial statements, adds a new risk factor, or modifies the underwriting agreement triggers a re-signing requirement. For Hong Kong issuers, this can create a logistical bottleneck, particularly if the SEC’s comment letter arrives during a Chinese public holiday (e.g., Lunar New Year) when directors may be unreachable. The SEC does not grant extensions for signature page re-execution due to holiday schedules.

Actionable Takeaways for Hong Kong Issuers

The signature page of an S-1 must be signed manually by each director and officer after the registration statement is in final form; electronic signatures are not accepted by the SEC, and any deviation from this protocol exposes signatories to personal liability under Section 11 of the Securities Act of 1933.
For SPAC de-SPAC transactions, both the SPAC’s directors and the target company’s directors must sign the S-1 signature page, and the target company’s CFO must include a specific certification that all financial statements comply with US GAAP or IFRS, with a reconciliation to US GAAP if applicable, under the SEC’s 2024 SPAC rules (Release No. 33-11265).
Hong Kong issuers must ensure that the board resolution authorising the S-1 filing explicitly references the assumption of Section 11 liability and that the authorised representative in the US maintains a written incident response plan compliant with Regulation S-P (effective 5 June 2025) and the Personal Data (Privacy) Ordinance (Cap. 486).
The signature page must match the exact registered name of each signatory as recorded with the Hong Kong Companies Registry, including any Chinese-language names, to avoid SEC deficiency letters.
Any material amendment to the S-1 in response to SEC comments requires re-execution of the signature page by all signatories; Hong Kong issuers should build a minimum 10-business-day buffer into their filing timeline to accommodate re-signing during Chinese public holidays.