Securities Lawyer's Deskbook
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General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934





Rule 15d-14 -- Certification Of Disclosure In Annual And Quarterly Reports


  1. 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 15(d) of the Act, other than a report filed by an Asset-Backed Issuer (as defined in Rule 229.1101 of this chapter), 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 of this chapter.

  2. Each periodic report containing financial statements filed by an issuer pursuant to section 15(d) 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.

  3. 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.

  4. Each annual report and transition report filed on Form 10-K (Rule 249.310 of this chapter) by an asset-backed issuer under section 15(d) 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).

  5. With respect to asset-backed issuers, the certification required by paragraph (d) of this section must be signed by either:

    1. The senior officer in charge of securitization of the depositor if the depositor is signing the report; or

    2. 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.

  6. The certification requirements of this section do not apply to XBRL-Related Documents, as defined in Rule 232.11 of this chapter.


Regulatory History


67 FR 57276, 57289, Sept. 9, 2002; 68 FR 36636, 36666, June 18, 2003; 70 FR 1506, 1622, Jan. 7, 2005; 70 FR 6556, 6572, Feb. 8, 2005; 71 FR 76580, 76596, Dec. 21, 2006.

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