Federal · Title 18 — Crimes and Criminal Procedure

18 U.S.C. § 1350: Failure of corporate officers to certify financial reports

Felony

What this law says, in plain English

Corporate officers must certify that periodic financial reports filed with the SEC comply with requirements and fairly present the company's financial condition. Knowingly certifying false statements carries penalties up to 10 years imprisonment; willful certification carries up to 20 years.

Read the full statutory text

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 78 o (d)) shall be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer. 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 1 1934 ( 1 So in original. Probably should be “of”. 15 U.S.C. 78m or 78 o (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. 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 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.

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