U.S. Code » Title 15 » Chapter CHAPTER 98— PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER III— CORPORATE RESPONSIBILITY

15 U.S.C. § 7241

Corporate responsibility for financial reports

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(a) Regulations requiredThe 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.

(Pub. L. 107–204, title III, § 302, July 30, 2002, 116 Stat. 777.)
Notes of Decisions
Cited in 89 cases (14 in the last 5 years), 2005–2025 · leading case: Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981 (9th Cir. 2009).
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Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981 (9th Cir. 2009). · cites it 4× “See 15 U.S.C. § 7241 (a). A signing officer must certify that he has reviewed the report, that based on his 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 .”
U.S. Sec. & Exch. Comm'n v. Jensen, 835 F.3d 1100 (9th Cir. 2016). · cites it 6× “15 U.S.C. § 7241 . The rule in relevant part reads as follows: Each report, including transition reports, filed on Form 10–Q, Form 10–K, Form 20–F or Form 40–F .”
Indiana Elec. Workers' Pension Trust Fund IBEW v. Shaw Grp., Inc., 537 F.3d 527 (5th Cir. 2008). · cites it 3× “See 15 U.S.C. § 7241 (a). The report must identify the officer’s basis for making the certification and each officer must certify that he and other officers are “responsible for establishing and maintaining internal controls.”
FindWhat Inv. Grp. v. FindWhat. Com, 658 F.3d 1282 (11th Cir. 2011). “, certify in each annual or quarterly report," inter alia, that "the signing officer has reviewed the report,” that "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…”
In Re Teleglobe Commc'ns Corp., 493 F.3d 345 (3rd Cir. 2007). “” 15 U.S.C. § 7241 (a)(4)(B). According to SEC regulations, the general rule is that majority-owned subsidiaries must be consolidated for purposes of financial reporting.”
United States v. Ruehle, 583 F.3d 600 (9th Cir. 2009). “, 15 U.S.C. §§ 7241 , 7262(a). As the head of finance, Ruehle cannot now credibly claim ignorance of the general disclosure requirements imposed on a publicly traded company with respect to its outside auditors or the need to truthfully report corporate information to the SEC.”
Frank v. Dana Corp., 547 F.3d 564 (6th Cir. 2008). “Pursuant to 15 U.S.C. § 7241 , Dana's Sar-banes-Oxley certifications stated that the financial report being certified “does not contain any untrue statement of material fact,” and that each of the financial statements “fairly present in all material respects” the company’s…”
City of Roseville Employees' Ret. Sys. v. Horizon Lines, Inc., 686 F. Supp. 2d 404 (D. Del. 2009). · cites it 2× “; see also 15 U.S.C. § 7241 , 17 C.F.R. §§ 240 .13a-14, 240.”
Ruben Carnero v. Boston Sci. Corp., 433 F.3d 1 (1st Cir. 2005). “See 15 U.S.C. § 7241 (2005). While the statute itself does not indicate whether officers of both U.”
Cent. Laborers' Pension Fund v. Integrated Elec. Servs. Inc., 497 F.3d 546 (5th Cir. 2007). “15 U.S.C. § 7241 (a)(4). IES argues that these certifications are irrelevant to scien-ter because they are merely statements of opinion.”
In Re Dell Inc., Sec. Litig., 591 F. Supp. 2d 877 (W.D. Tex. 2008). · cites it 2× “See 15 U.S.C. § 7241 (a). Each officer must certify, inter alia, that he and other officers are responsible for establishing and maintaining internal controls.”
In Re Scottish Re Grp. Sec. Litig., 524 F. Supp. 2d 370 (S.D.N.Y. 2007). “See 15 U.S.C. § 7241 (a)(4). 153 . See Compl.”
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