Sarbanes-Oxley Section 906 Certification

Summary

This template certification (SOX 906 Certification) is required by Section 906 of the Sarbanes-Oxley Act of 2002 (SOX) and Rules 13a-14(b) (17 C.F.R. § 240.13a-14(b)) and 15d-14(b) (17 C.F.R. § 240.15d-14(b)) under the Securities Exchange Act of 1934, as amended (Exchange Act). A reporting company must furnish a SOX 906 Certification signed by its principal executive and principal financial officer with each periodic report filed with the U.S. Securities and Exchange Commission (SEC) that contains financial statements, attesting to the periodic report's compliance with the applicable rules of the SEC and the accuracy of the company's financial information. This template includes practical guidance, drafting notes, and an alternate clause. Reporting companies must include SOX 906 Certifications as exhibits to their quarterly reports on Form 10-Q and annual reports on Form 10-K, 20-F, or 40-F. A SOX 906 Certification is also required for any amended periodic report that includes financial statements. However, SOX 906 Certifications are not required for current reports on Form 8-K or Form 6-K, even when such reports include financial statements. SOX 906 Certifications are not considered filed with the SEC and thus do not give rise to liability under Section 18 of the Exchange Act (15 U.S.C. § 78r). The U.S. Justice Department has sole enforcement responsibility for SOX 906 Certifications, and criminal liability only arises in the case of false certifications that are knowingly or willfully made. Violations can result in a maximum of $5,000,000 in fines and up to 20 years' imprisonment pursuant to criminal statute 18 U.S.C. § 1350. Although no penalty is specified for failing to provide the SOX 906 Certification, in such case the officers could be subject to civil and criminal liability under the Exchange Act. For more information on SOX 906 Certifications, see CEO-CFO Certification Preparation. For a discussion of SOX compliance for public companies, see Public Company Responsibilities Memorandum.