§1350 Failure of Corporate Officers to Certify Financial Reports

Summary

Every periodic report with financial statements that a company files with the SEC under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) must include a written statement signed by the chief executive officer and the chief financial officer (or their equivalents). The statement must say the report follows the rules under those sections and that the information fairly shows, in all important ways, the company’s financial condition and results. If a CEO or CFO signs that statement knowing the report does not meet those requirements, they can be fined up to $1,000,000 or jailed for up to 10 years, or both. If they willfully sign while knowing the report is not compliant, the fine can be up to $5,000,000 or jail up to 20 years, or both.