Section 302 and 906 Certifications l Brenda Hamilton Attorney
Chief Executive Officers (“CEO”) and Chief Financial Officers (“CFO”) of public companies must certify the issuer’s annual report on Form 10-K and quarterly report on Form 10-Q. Each issuer must also have disclosure controls and procedures and internal control over financial reporting.
The issuer’s CEO and CFO are each required to make two certifications in the issuer’s Form 10-Q and 10-K reports. These are the “Section 302” and “Section 906” certification.
Section 906 Certifications
In a Section 906 certification, the CEO and CFO provide two statements:
•The periodic report containing financial statements fully complies with the requirements of the 1934 Act; and
•Information contained in the report fairly presents, in all material respects, the company’s financial condition and results of operations.
Section 302 Certifications
Section 302 and Section 906 certifications are submitted as exhibits to the issuers reports on Forms 10-K and 10-Q, and are not required for reports on Form 8-K. Section 302 certifications include that the officer has reviewed the report, and to the officer’s knowledge:
• The report does not contain any material misstatements or omissions; and
• The financial statements, and other financial information included in the report, fairly present in all material respects the company’s financial condition, results of operations and cash flows.
The CEO or CFO is responsible for establishing and maintaining the issuer’s disclosure controls and procedures and internal control over financial reporting, and has:
• Designed the issuer’s disclosure controls and procedures to ensure that all material information is made known to the CEO and CFO;
• Designed the internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with generally accepted accounting principles;
• Evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by the Form 10-Q or 10-K report;
• Described the effectiveness of the disclosure controls and procedures based on the evaluation in the report on Form 10-Q or 10-K;
• Indicated in the Form 10-Q or 10-K whether there were any changes in the internal control over financial reporting during the issuer’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
• Disclosed to the issuer’s auditors and audit committee any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting or any fraud that involves employees who have a significant role in internal control over financial reporting.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855