Title 15, Commerce and TradeRelease 119-110

§7241 Corporate Responsibility for Financial Reports

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

Last updated Sep 22, 2026|Official source

Summary

The Securities and Exchange Commission must make rules that require every company that files regular reports under sections 78m(a) or 78o(d) to have its top executive(s) and top financial officer(s) sign each annual and quarterly report saying they reviewed it. They must say, based on what they know, the report is not misleading and the financial information fairly shows the company’s financial condition and results for the periods reported. They must also say they are responsible for the company’s internal controls, that they designed and tested those controls (with the test dated within 90 days before the report) and gave their conclusions, that they told the auditors and the audit committee about major control problems, material weaknesses, and any fraud by people with key control roles, and that they reported any big changes to controls after their test, including fixes. Moving a company’s legal home or offices out of the United States does not let the company weaken or avoid this signed statement. The rules had to be in 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)Regulations required

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)Foreign reincorporations have no effect

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)Deadline

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 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110