Sarbanes-oxley act of 2002

35 Sec. 
302 
SARBANES-OXLEY ACT OF 2002 
TITLE III—CORPORATE 
RESPONSIBILITY 
* * * * * * * 
SEC. 302. ø15 U.S.C. 7241¿ CORPORATE RESPONSIBILITY FOR FINAN-
CIAL REPORTS. 
(a) R
EGULATIONS
R
EQUIRED
.—The Commission shall, by rule, 
require, for each company filing periodic reports under section 
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m, 78o(d)), that the principal executive officer or officers and the 
principal financial officer or officers, or persons performing similar 
functions, certify in each annual or quarterly report filed or sub-
mitted under either such section of such Act that— 
(1) the signing officer has reviewed the report; 
(2) based on the officer’s knowledge, the report does not 
contain any untrue statement of a material fact or omit to 
state a material fact necessary in order to make the state-
ments made, in light of the circumstances under which such 
statements were made, not misleading; 
(3) based on such officer’s knowledge, the financial state-
ments, and other financial information included in the report, 
fairly present in all material respects the financial condition 
and results of operations of the issuer as of, and for, the peri-
ods presented in the report; 
(4) the signing officers— 
(A) are responsible for establishing and maintaining 
internal controls; 
(B) have designed such internal controls to ensure that 
material information relating to the issuer and its consoli-
dated subsidiaries is made known to such officers by oth-
ers within those entities, particularly during the period in 
which the periodic reports are being prepared; 
(C) have evaluated the effectiveness of the issuer’s in-
ternal controls as of a date within 90 days prior to the re-
port; and 
(D) have presented in the report their conclusions 
about the effectiveness of their internal controls based on 
their evaluation as of that date; 
(5) the signing officers have disclosed to the issuer’s audi-
tors and the audit committee of the board of directors (or per-
sons fulfilling the equivalent function)— 
(A) all significant deficiencies in the design or oper-
ation of internal controls which could adversely affect the 
issuer’s ability to record, process, summarize, and report 
financial data and have identified for the issuer’s auditors 
any material weaknesses in internal controls; and 
(B) any fraud, whether or not material, that involves 
management or other employees who have a significant 
role in the issuer’s internal controls; and 
(6) the signing officers have indicated in the report wheth-
er or not there were significant changes in internal controls or 
in other factors that could significantly affect internal controls 
subsequent to the date of their evaluation, including any cor-
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December 21, 2020 
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As Amended Through P.L. 116-222, Enacted December 18, 2020

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