SARBANES-OXLEY ACT of 2002

SARBANES-OXLEY ACT of 2002

The Act, signed into law on July 30, 2002, mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession. The Act promulgated new rules and amendments to rules and forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940. 

As directed by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, the SEC adopted new rules that require an issuer’s principal executive officer and principal financial officer to certify the contents of the issuer’s quarterly and annual reports.

Section 302 Certifications:

for Forms 10-K, 10-KSB, 10-Q and 10-QSB attach as exhibit EX-31;

for Form 20-F attach as exhibit EX-12;

for Forms N-CSR and N-Q attach as exhibit EX-99.CERT

Section 906 Certifications:

for Forms 10-K, 10-KSB, 10-Q and 10-QSB are furnished as exhibit EX-32;

for Form 20-F are furnished as exhibit EX-13;

for Form N-CSR are furnished as exhibit EX-99.906CERT

Section 906 of the Sarbanes-Oxley Act added new Section 1350 to Title 18 of the United States Code, which contains a certification requirement subject to specific federal criminal provisions and that is separate and distinct from the certification requirement mandated by Section 302. Unlike the Section 302 certifications, the Section 906 certifications are required only in periodic reports that contain financial statements. Therefore, amendments to periodic reports that do not contain financial statements would not require a new Section 906 certification, but would require a new Section 302 certification to be filed with the amendment. Unlike the Section 302 certifications, the Section 906 certifications may take the form of a single statement signed by a company’s principal executive and financial officers.

Copyright © 2011 Command Financial Press