Chief Financial Officer Certificate
(Securities Offerings)

Summary

This template is a standard certificate of the issuer’s chief financial officer (CFO) to be delivered as a closing condition for a securities offering. This template includes practical guidance, drafting notes, and an alternate clause. A CFO certificate provides representations regarding the accuracy of certain negotiated disclosure in the prospectus or offering memorandum and may assist in the due diligence process and as a supplement to a comfort letter. The underwriters will usually request a CFO certificate with respect to any information in the disclosure that is not covered by a comfort letter delivered by the issuer’s auditors. This template of certificate may be delivered in either an offering registered with the Securities and Exchange Commission or an unregistered offering pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For more information on IPOs, see Initial Public Offerings Resource Kit. For more information regarding the due diligence defense and the due diligence process more generally, see Initial Public Offering Process. For more information regarding comfort letters, see IPO Key Documents. For a standard officer’s certificate delivered as a closing condition, see Officers’ Certificate (IPO). For a CFO certificate specifically tailored for capsule/flash financial information, see Chief Financial Officer Certificate (Capsule/Flash Financial Information).