---
kind: "section"
citation: "15 U.S.C. § 7241"
title: "15"
title_heading: "Commerce and Trade"
number: "7241"
heading: "Corporate responsibility for financial reports"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/7241"
units:
  - "Chapter 98 — Public Company Accounting Reform and Corporate Responsibility"
  - "Subchapter III — Corporate Responsibility"
---

# §7241. Corporate responsibility for financial reports

- (a) **Regulations required—** The [Commission](/usc/15/7201.md?p=6) shall, by rule, require, for each company filing periodic reports under section [78m(a)](/usc/15/78m.md?p=a) or [78o(d)](/usc/15/78o.md?p=d) of this title, that the principal executive officer or officers and the principal financial officer or officers, or [persons](/usc/15/7a.md?p=6) 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](/usc/15/7201.md?p=16) 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](/usc/15/7201.md?p=7) 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](/usc/15/7201.md?p=7) 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](/usc/15/7201.md?p=7)’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](/usc/15/7201.md?p=7)’s auditors and the [audit committee](/usc/15/7201.md?p=3) of the [board](/usc/15/7201.md?p=5) of directors (or [persons](/usc/15/7a.md?p=6) fulfilling the equivalent function)—
    - (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the [issuer](/usc/15/7201.md?p=7)’s ability to record, process, summarize, and report financial data and have identified for the [issuer](/usc/15/7201.md?p=7)’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](/usc/15/7201.md?p=7)’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](/usc/15/7201.md?p=7) to lessen the legal force of the statement required under this section, by an [issuer](/usc/15/7201.md?p=7) having reincorporated or having engaged in any other transaction that resulted in the transfer of the corporate domicile or offices of the [issuer](/usc/15/7201.md?p=7) from inside the United States to outside of the United States.
- (c) **Deadline—** The rules required by [subsection (a)](#a) shall be effective not later than 30 days after July 30, 2002.

## Source credit

(Pub. L. 107–204, title III, § 302, July 30, 2002, 116 Stat. 777.)