Securities Lawyer's Deskbook
published
by The
University
of Cincinnati College of Law
|
 |
General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 13a-14 -- Certification Of Disclosure In Annual And Quarterly Reports
- Each report, including transition reports, filed on Form 10-Q, Form 10-QSB, Form 10-K, Form 10-KSB,
Form 20-F or Form 40-F under section 13(a)
of the Act, other than a report filed by an Asset-Backed Issuer (as defined in Item 229.1101 of this chapter)
or a report on Form 20-F filed under Rule 240.13a-19, must include certifications in the form specified in the applicable exhibit
filing requirements of such report and such certifications must be filed as an exhibit to such report. Each principal executive
and principal financial officer of the issuer, or persons performing similar functions, at the time of filing of the report must
sign a certification. The principal executive and principal financial officers of an issuer may omit the portion of the introductory
language in paragraph 4 as well as language in paragraph 4(b) of the certification that refers to the certifying officers'
responsibility for designing, establishing and maintaining internal control over financial reporting for the issuer until
the issuer becomes subject to the internal control over financial reporting requirements in Rule 240.13a-15 or 240.15d-15.
- Each periodic report containing financial statements
filed by an issuer pursuant to section 13(a) of the Act must be accompanied
by the certifications required by Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350) and such certifications must be furnished
as an exhibit to such report as specified in the applicable exhibit requirements
for such report. Each principal executive and principal financial officer
of the issuer (or equivalent thereof) must sign a certification. This requirement
may be satisfied by a single certification signed by an issuer's principal
executive and principal financial officers.
- A person required to provide a certification specified
in paragraph (a), (b) or (d) of this section may not have the certification
signed
on his or her behalf pursuant to a power of attorney or other form of confirming
authority.
- Each annual report and transition report filed
on Form 10-K (Rule 249.310 of this chapter) by an asset-backed issuer under
section 13(a) of the Act must include a certification
in the form specified in the applicable exhibit filing requirements of such
report and such certification must be filed as an exhibit to such report.
Terms used in paragraphs (d) and (e) of this section have the same meaning
as in Item 1101 of Regulation AB (Rule 229.1101 of this chapter).
- With respect to asset-backed issuers, the
certification required by paragraph (d) of this section must be signed by
either:
- The senior officer in charge of
securitization of the depositor if the depositor is signing the report; or
- The senior officer in charge of the
servicing function of the servicer if the servicer is signing the
report on behalf of the issuing entity. If multiple servicers are
involved in servicing the pool assets, the senior officer in charge
of the servicing function of the master servicer
(or entity performing the equivalent function) must sign if a
representative of the servicer is to sign the report on behalf
of the issuing entity.
- The certification requirements of this section do not apply to:
- An Interactive Data File, as defined in Rule 11 of Regulation S-T; or
- XBRL-Related Documents, as defined in Rule 11 of Regulation S-T.
67 FR 57276, 57288, Sept. 9, 2002; 68 FR 36636, 36665, June 18, 2003; 70 FR
1506,
1621, Jan. 7, 2005; 70 FR 6556, 6572, Feb. 8, 2005; 70 FR 42234, 42247, July
21, 2005; 70 FR 56825, Sept. 29, 2005; 71 FR 76580, 76596, Dec. 21, 2006; 73 FR 934, 976, Jan. 4, 2008; 74 FR 6776, 6818, Feb. 10, 2009
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