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Title 15, Commerce and TradeRelease 119-110

§7262 Management Assessment of Internal Controls

Title 15 › CHAPTER 98 — PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › SUBCHAPTER IV — ENHANCED FINANCIAL DISCLOSURES › § 7262

Last updated Sep 22, 2026|Official source

Summary

Require rules so each public company’s annual report includes a management internal-control report. It must say management is responsible and must assess, at fiscal-year end, whether controls for financial reporting were effective. The company’s outside auditor—unless the issuer is an "emerging growth company" (section 78c)—must attest to management’s assessment under Board attestation standards. That attestation does not apply to issuers that are neither "large accelerated filers" nor "accelerated filers" under Rule 12b–2 (17 C.F.R. 240.12b–2).

Full Legal Text

Title 15, §7262

Commerce and Trade, Source: USLM XML via OLRC

(a)Rules required
The Commission shall prescribe rules requiring each annual report required by section 78m(a) or 78o(d) of this title to contain an internal control report, which shall—
(1)state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
(2)contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.
(b)Internal control evaluation and reporting
With respect to the internal control assessment required by subsection (a), each registered public accounting firm that prepares or issues the audit report for the issuer, other than an issuer that is an emerging growth company (as defined in section 78c of this title), shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.
(c)Exemption for smaller issuers
Subsection (b) shall not apply with respect to any audit report prepared for an issuer that is neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b–2 of the Commission (17 C.F.R. 240.12b–2).

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

2012—Subsec. (b). Pub. L. 112–106 inserted “, other than an issuer that is an emerging growth company (as defined in section 78c of this title),” before “shall attest to”. 2010—Subsec. (c). Pub. L. 111–203 added subsec. (c).

Statutory Notes and Related Subsidiaries

Effective Date

of 2010 AmendmentAmendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an

Effective Date

note under section 5301 of Title 12, Banks and Banking.

Reference

Citations & Metadata

Citation

15 U.S.C. § 7262

Title 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110