Requirement (SOX)
Section 906. Corporate responsibility for financial reports
Requirements SOX
Description
Description
(a) IN GENERAL.—Chapter 63 of title 18, United States Code,
is amended by inserting after section 1349, as created by this
Act, the following:
‘‘§ 1350. Failure of corporate officers to certify financial
reports
(a) CERTIFICATION OF PERIODIC FINANCIAL REPORTS.—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 78o(d)) shall be accompanied by a written statement by the
chief executive officer and chief financial officer (or equivalent
thereof) of the issuer.
‘‘(b) CONTENT.—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 1934 (15 U.S.C. 78m or
78o(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.
‘‘(c) CRIMINAL PENALTIES.—Whoever—
‘‘(1) 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
‘‘(2) 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.’’.
(b) CLERICAL AMENDMENT.—The table of sections at the beginning
of chapter 63 of title 18, United States Code, is amended
by adding at the end the following:
‘‘1350. Failure of corporate officers to certify financial reports.’’.
Comment
Concerns: issuers