---
kind: "section"
citation: "15 U.S.C. § 7262"
title: "15"
title_heading: "Commerce and Trade"
number: "7262"
heading: "Management assessment of internal controls"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/7262"
units:
  - "Chapter 98 — Public Company Accounting Reform and Corporate Responsibility"
  - "Subchapter IV — Enhanced Financial Disclosures"
---

# §7262. Management assessment of internal controls

- (a) **Rules required—** The [Commission](/usc/15/7201.md?p=6) shall prescribe rules requiring each annual report required by section [78m(a)](/usc/15/78m.md?p=a) or [78o(d)](/usc/15/78o.md?p=d) of this title to contain an internal control report, which shall—
  - (1) [state](/usc/15/7201.md?p=16) the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
  - (2) contain an assessment, as of the end of the most recent fiscal year of the [issuer](/usc/15/7201.md?p=7), of the effectiveness of the internal control structure and procedures of the [issuer](/usc/15/7201.md?p=7) for financial reporting.
- (b) **Internal control evaluation and reporting—** With respect to the internal control assessment required by [subsection (a)](#a), each [registered public accounting firm](/usc/15/7201.md?p=12) that prepares or issues the [audit report](/usc/15/7220.md?p=2) for the [issuer](/usc/15/7201.md?p=7), other than an [issuer](/usc/15/7201.md?p=7) that is an emerging growth company (as defined in [section 78c of this title](/usc/15/78c.md)), shall attest to, and report on, the assessment made by the management of the [issuer](/usc/15/7201.md?p=7). An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the [Board](/usc/15/7201.md?p=5). Any such attestation shall not be the subject of a separate engagement.
- (c) **Exemption for smaller issuers—** [Subsection (b)](#b) shall not apply with respect to any [audit report](/usc/15/7220.md?p=2) prepared for an [issuer](/usc/15/7201.md?p=7) that is neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b–2 of the [Commission](/usc/15/7201.md?p=6) (17 C.F.R. 240.12b–2).

## Source credit

(Pub. L. 107–204, title IV, § 404, July 30, 2002, 116 Stat. 789; Pub. L. 111–203, title IX, § 989G(a), July 21, 2010, 124 Stat. 1948; Pub. L. 112–106, title I, § 103, Apr. 5, 2012, 126 Stat. 310.)

## Notes

### Editorial Notes

### Amendments

2012—Subsec. (b). Pub. L. 112–106 inserted “, other than an issuer that is an emerging growth company (as defined in section 78c of this title),” before “shall attest to”.

2010—Subsec. (c). Pub. L. 111–203 added subsec. (c).

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.