Title 15Commerce and TradeRelease 119-73

§7241 Corporate responsibility for financial reports

Title 15 › Chapter CHAPTER 98— - PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER III— - CORPORATE RESPONSIBILITY › § 7241

Last updated Apr 6, 2026|Official source

Summary

Requires every company that files periodic reports under section 78m(a) or 78o(d) to have its principal executive officer(s) and principal financial officer(s), or people who do the same jobs, sign and certify each annual and quarterly report. The officers must say they reviewed the report; that, to their knowledge, it has no false or missing important facts; and that the financial statements fairly show the company’s financial condition and results for the periods shown. They must say they are responsible for internal controls, designed those controls to surface material information, tested the controls and reported their conclusions based on an evaluation done within 90 days before the report, told auditors and the audit committee about major control problems or material weaknesses and any fraud by key employees, and noted any significant changes or fixes after their evaluation. A company cannot reduce the legal effect of this certification by moving its legal home or offices outside the United States. The required rules had to take effect no later than 30 days after July 30, 2002.

Full Legal Text

Title 15, §7241

Commerce and Trade — Source: USLM XML via OLRC

(a)The Commission shall, by rule, require, for each company filing periodic reports under section 78m(a) or 78o(d) of this title, that the principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, certify in each annual or quarterly report filed or submitted under either such section of this title that—
(1)the signing officer has reviewed the report;
(2)based on the officer’s knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;
(3)based on such officer’s knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition and results of operations of the issuer as of, and for, the periods presented in the report;
(4)the signing officers—
(A)are responsible for establishing and maintaining internal controls;
(B)have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which the periodic reports are being prepared;
(C)have evaluated the effectiveness of the issuer’s internal controls as of a date within 90 days prior to the report; and
(D)have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date;
(5)the signing officers have disclosed to the issuer’s auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function)—
(A)all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer’s ability to record, process, summarize, and report financial data and have identified for the issuer’s auditors any material weaknesses in internal controls; and
(B)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal controls; and
(6)the signing officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
(b)Nothing in this section shall be interpreted or applied in any way to allow any issuer to lessen the legal force of the statement required under this section, by an issuer having reincorporated or having engaged in any other transaction that resulted in the transfer of the corporate domicile or offices of the issuer from inside the United States to outside of the United States.
(c)The rules required by subsection (a) shall be effective not later than 30 days after July 30, 2002.

Reference

Citations & Metadata

Citation

15 U.S.C. § 7241

Title 15Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73