Skip to main content
Business LibreTexts

12.9: Certification of Financial Statements

  • Page ID
  • Sarbanes-Oxley requires the following:

    • The principal executive officers and principal financial officers of public companies should provide a written statement with each periodic report that contains financial statements certifying (a) the report complies with the requirements of section 13(a) or 15(d) of the Exchange Act; and (b) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company
    • The above certifications need to be filed separately with the SEC as exhibits to the periodic reports to which they relate.
    • The principal executive officer and principal financial officer of the company must certify in each annual and quarterly report that
      • the certifying officers have reviewed the report;
      • to the certifying officers’ knowledge, the report does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which the statements were made, not misleading;
      • to the certifying 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 company as of the dates of, and for the periods presented in, the reports;
      • the certifying officers (a) are responsible for establishing and maintaining effective internal controls, (b) have designed such internal controls to ensure that material information relating to the company is made known to them, (c) have evaluated the effectiveness of the controls as of a date within 90 days prior to the filing of the report, (d) have presented in the report their conclusions about the effectiveness of the controls, (e) have disclosed to their outside auditors and audit committee any significant deficiencies in the internal controls and any fraud involving management or other employees who have a significant role in the company’s internal controls, (f) have identified for the outside auditors any material weaknesses in the internal controls, and (g) have indicated in the report whether or not there were significant changes in the internal controls that could affect those controls, including any corrective actions.

    Any CEO or CFO who provides the certification knowing that the report does not meet the above-listed standards can be fined up to $1 million, imprisoned for up to 10 years, or both.