18-item interactive checklist for quarterly CEO/CFO certifications. Mark your status, get an AI readiness score, and generate an auditor-ready summary.
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1. Certification of Review and Accuracy
15 USC §7241(a)(1)-(3)
Officer reviewed the filing before signing
CEO and CFO each confirm they personally reviewed the 10-K/10-Q before signing the certification. Review must be substantive — not a sign-off without reading.
§7241(a)(1) · SEC Rule 13a-14(a)
Critical
Report contains no material misstatements or omissions
To the officer's knowledge, the report does not contain any untrue statement of material fact or omit any material fact necessary to make statements not misleading.
Financial statements and other financial information in the report fairly present in all material respects the financial condition, results of operations, and cash flows of the company.
Officers confirm they are responsible for establishing and maintaining disclosure controls and procedures (DC&P) designed to ensure material information is recorded, processed, summarized, and reported within required time periods.
§7241(a)(4)(A) · Rule 13a-15(e)
Critical
DC&P effectiveness evaluated within 90 days of report
Officers evaluated the effectiveness of DC&P design and operation as of the end of the period covered. Assessment must be formally documented and signed off within 90 days prior to filing.
§7241(a)(4)(B) · Rule 13a-15(b)
Critical
DC&P conclusion stated (effective or not effective)
The 10-K/10-Q must explicitly state whether DC&P are effective or not effective as of the evaluation date. Ambiguous conclusions (e.g., "substantially effective") are not sufficient and may draw SEC comment.
Officers acknowledge responsibility for designing, establishing, maintaining, and evaluating ICFR. ICFR must provide reasonable assurance regarding reliability of financial reporting per GAAP.
§7241(a)(5)(A) · Rule 13a-15(f)
Critical
ICFR changes disclosed (significant changes in quarter)
Any significant changes to ICFR during the fiscal quarter that have materially affected or are reasonably likely to materially affect ICFR must be identified and disclosed. Changes include system implementations, restatements, control redesigns.
§7241(a)(5)(B) · Rule 13a-15(d)
High
4. Deficiency Disclosure to Audit Committee
§7241(a)(5)(B) · AS 2201 ¶A7
All significant deficiencies disclosed to audit committee
Officers have disclosed to external auditors and audit committee all significant deficiencies in ICFR design or operation — deficiencies that are less severe than material weaknesses but still warrant attention. Disclosure must be in writing.
§7241(a)(5)(B)(i) · AS 2201.10
Critical
All material weaknesses disclosed in filing
Material weaknesses — deficiencies where there is a reasonable possibility of material misstatement not being prevented or detected — must be publicly disclosed in the 10-K/10-Q. If any exist, ICFR cannot be certified as "effective."
§7241(a)(5)(B)(ii) · AS 2201.11
Critical
Any fraud involving ICFR-role employees disclosed
Officers must disclose to external auditors and audit committee any fraud, whether material or not, involving management or employees who have significant roles in ICFR. This includes any confirmed or suspected fraud discovered during the period.
Exhibit 31.1 (CEO certification) prepared on correct form
CEO Section 302 certification uses the exact statutory language required by Rule 13a-14(a). The certification text cannot be modified — even minor changes can be flagged by SEC staff review. Must be signed by the principal executive officer.
Rule 13a-14(a) · S-K Item 601(b)(31)(i)
High
Exhibit 31.2 (CFO certification) prepared on correct form
CFO Section 302 certification uses identical statutory language as Exhibit 31.1, signed by the principal financial officer. Missing or defective CFO certification is a standalone Section 302 violation independent of the CEO certification.
Rule 13a-14(a) · S-K Item 601(b)(31)(ii)
High
Certifying officers are current PEO and PFO at time of filing
Section 302 certifications must be signed by the individuals serving as CEO and CFO at the time of filing — not predecessors or interim officers (unless acting). If an officer change occurs between period-end and filing, the current officer must sign even if they weren't in the role during the reporting period.
SEC Staff Guidance FAQ 2003 · Rule 13a-14(a)
Medium
Certifications reviewed by securities counsel before filing
Best practice: outside securities counsel reviews final certifications before filing to confirm compliance with statutory requirements and SEC staff interpretations. Counsel review is not required but reduces risk of defective certification. Provide counsel with current ICFR status and deficiency log.
Best Practice · SEC Staff No-Action Letters
Medium
6. Supporting Documentation and Process
Section 802 · 18 USC §1519 · 7-year retention
Sub-certification process completed (CFO/controller sub-certs)
Best practice: CEOs and CFOs obtain written sub-certifications from business unit leaders, controllers, and key financial reporting personnel confirming accuracy of financial data and disclosure completeness in their areas. Sub-certifications provide the documentary basis for the officer's own certification.
Best Practice · SEC Enforcement Guidance
High
Disclosure committee meeting held and documented
Many companies maintain a Disclosure Committee — cross-functional group of executives reviewing materiality determinations and disclosure completeness. Committee meeting minutes documenting review of the period's disclosures support the certification and demonstrate governance process.
Best Practice · SEC Regulation S-K Item 307
Medium
Records retained for minimum 7 years (Section 802)
Section 802 (18 USC §1519) requires retention of all records relating to the certification for at least 7 years. This includes audit workpapers, sub-certification documentation, disclosure committee minutes, ICFR testing documentation, and deficiency tracking records. Destruction is a federal felony.
18 USC §1519 · Section 802 · PCAOB Rule 4003
Medium
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Section 302 FAQs
Under 15 USC §7241, the CEO and CFO must certify: (1) they reviewed the report; (2) no material misstatements or omissions; (3) financial statements fairly present financial condition; (4) DC&P are effective; (5) ICFR designed properly and changes disclosed; (6) all significant deficiencies, material weaknesses, and fraud disclosed to the audit committee. Filed as Exhibits 31.1 (CEO) and 31.2 (CFO) with every 10-K and 10-Q.
Civil: SEC can seek up to $1,000,000 per violation plus disgorgement and officer/director bars. Criminal under 18 USC §1350(c): knowing false certification = $1M fine + 10 years. Willful false certification = $5M + 20 years. Officers may also forfeit bonuses received during the misstatement period under Section 304. The SEC has pursued enforcement against CFOs who signed without adequate review of their financial reporting teams' work.
No. Section 302 certifications must be personally signed by the Principal Executive Officer and Principal Financial Officer — they cannot be delegated. If the CEO or CFO role is vacant, the person serving in an acting or interim capacity must sign. The certification cannot be signed "on behalf of" the officer by an assistant or general counsel. Each officer is individually and personally responsible for their certification.
Material weakness (PCAOB AS 2201.A7): a deficiency, or combination of deficiencies, where there is a reasonable possibility that a material misstatement in annual or interim statements will not be prevented, detected, or corrected on a timely basis. If a material weakness exists, ICFR cannot be certified as effective under Section 302/404. Significant deficiency: a deficiency or combination that is less severe than a material weakness, yet important enough to merit attention by those responsible for the company's financial reporting. Both must be disclosed to the audit committee under Section 302(a)(5)(B).