15-U.S.C.-7241
§7241 – Corporate Responsibility For Financial Reports
Pathway
Title 15 > Chapter 98 > Subchapter III > Section 7241
Details
- Reference: Section 7241
- Legend: §7241 – Corporate Responsibility For Financial Reports
- USCode Year: 2013
Provision Content
(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 officers 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 officers 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 issuers 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 issuers 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 issuers ability to record, process, summarize, and report financial data and have identified for the issuers 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 issuers 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) of this section shall be effective not later than 30 days after July 30, 2002.
(Pub. L. 107–204, title III, §302, July 30, 2002, 116 Stat. 777.)
U.S. Encyclopedia of Law Coverage
Subchapter III – Corporate Responsibility in the Legal Encyclopedia: Trade Law
In this entry about Subchapter III – Corporate Responsibility, find legal reference material, bibliographies and premiere content related to trade law in the American Encyclopedia of Law, presenting a comprehensive view of the United States trade law-specific issues, written by authorities in the field.
15-U.S.C.-7202 in the Legal Encyclopedia: Accounting
In this entry about 15-U.S.C.-7202, find legal reference material, bibliographies and premiere content related to accounting in the American Encyclopedia of Law, presenting a comprehensive view of the United States accounting-specific issues, written by authorities in the field.
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