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SLI ALERT
Impact Date – August 14, 2003 and Periodic ’34 Act
filings made before August 14, 2003
Modified Section 302 and Section 906 Certification Rules
Applicable to Periodic reports made under the Securities Exchange Act of 1934,
specifically Form 10-Qs and 10-QSBs
Introduction
On June 6, 2003, the Securities and Exchange Commission (SEC)
released final rules amending Section 302 and Section 906 certifications by
chief executive and chief financial officers under the Sarbanes-Oxley Act of
2002 (Act), effective for reports due on or after August 14, 2003.
Amended Form Section 302 Certifications
All companies subject to the reporting requirement of the
Securities Exchange Act of 1934 must comply with the new certification rules for
any reports due on or after August 14, 2003. The SEC’s release adopted changes
to the form of Section 302 certifications to add statements on "internal
control over financial reporting" and revised the required statements
regarding "disclosure controls and procedures." Accordingly, quarterly
reports on Form 10-Q and 10-QSB filed on or prior to August 14, 2003 for periods
ending June 30, 2003 should include the Section 302 certification as Exhibit 31.
Form of Section 906 Certifications
The SEC’s release also clarified the exhibit requirements
for the certification required under Section 906 of the Act. Section 906
requires that certifications "accompany" annual and quarterly reports
filed with the SEC. The SEC’s release permits Section 906 certifications to be
"furnished" as Exhibit 32 to annual and quarterly reports rather than
"filed." As a result, Section 906 certifications will not be subject
to liability under Section 18 of the Exchange Act or Section 11 of the
Securities Act of 1933.
Please contact us at securities@securitieslawinstitute.com
with any questions or issues relating to these final rules.
Note: This SLI Alert is reprinted with permission from
information received from Stoecklein Law Group and is intended solely for
general informational purposes and should not be construed as, or used as a
substitute for, legal advice with respect to specific transactions. Such advice
requires a detailed analysis of applicable requirements and an evaluation of
precise factual information. We do not undertake to keep recipients advised as
to any updates to the material described herein.
© 2005 SLI Alert All Rights Reserved
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