---
kind: "section"
citation: "18 U.S.C. § 1350"
title: "18"
title_heading: "Crimes and Criminal Procedure"
number: "1350"
heading: "Failure of corporate officers to certify financial reports"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/18/1350"
units:
  - "Part I — Crimes"
  - "Chapter 63 — Mail Fraud and Other Fraud Offenses"
---

# §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)](/usc/15/78m.md?p=a) or 78o(d)) shall be accompanied by a written statement by the chief executive [officer](/usc/18/202.md?p=c) and chief financial [officer](/usc/18/202.md?p=c) (or equivalent thereof) of the issuer.
- (b) **Content.—** The statement required under [subsection (a)](#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 ([15 U.S.C. 78m](/usc/15/78m.md) 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](/usc/18/921.md?p=a-1)—
  - (1) certifies any statement as set forth in subsections [(a)](#a) and [(b)](#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)](#a) and [(b)](#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.

## Footnotes

[^1]: So in original. Probably should be “of”.

## Source credit

(Added Pub. L. 107–204, title IX, § 906(a), July 30, 2002, 116 Stat. 806.)