Title 18, Crimes and Criminal ProcedureRelease 119-110

§1350 Failure of Corporate Officers to Certify Financial Reports

Title 18 › PART I — CRIMES › CHAPTER 63 — MAIL FRAUD AND OTHER FRAUD OFFENSES › § 1350

Last updated Sep 23, 2026|Official source

Summary

CEOs and CFOs must sign any periodic financial report a company files with the Securities and Exchange Commission under section 13(a) or 15(d) of the Securities Exchange Act of 1934. Their written statement must say the report follows those rules and that the financial information fairly shows, in all important ways, the company’s financial condition and results of operations. If someone signs knowing the report breaks those rules, they can be fined up to $1,000,000, jailed up to 10 years, or both. If they willfully sign knowing it is false, the fine can be up to $5,000,000, jail up to 20 years, or both.

Full Legal Text

Title 18, §1350

Crimes and Criminal Procedure, Source: USLM XML via OLRC

(a)Certification of Periodic Financial Reports.—

Each periodic report containing financial statements filed by an issuer with the Securities Exchange Commission pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) shall be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer.

(b)Content.—

The statement required under subsection (a) shall certify that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act pf 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

(c)Criminal Penalties.—

Whoever—

(1)certifies any statement as set forth in subsections (a) and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the requirements set forth in this section shall be fined not more than $1,000,000 or imprisoned not more than 10 years, or both; or

(2)willfully certifies any statement as set forth in subsections (a) and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the requirements set forth in this section shall be fined not more than $5,000,000, or imprisoned not more than 20 years, or both.

Reference

Citations & Metadata

Citation

18 U.S.C. § 1350

Title 18, Crimes and Criminal Procedure

Last Updated

Sep 23, 2026

Release point: 119-110