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Compliance-related comments do not typically require significant effort to address; however, the resolution of such comments may require a registrant to amend previous filings. The SEC staff has focused on:
  • the omission of required disclosures (e.g., management’s report on internal control over financial reporting);
  • the omission of required certifications;
  • errors in the dates or references included in the certifications; and
  • the submission of agreements.
Comment Examples
Guidance references
  • Please amend your Form 10-K to provide management's report on internal control over financial reporting, as required by Item 308(a) of Regulation S-K.
  • Please amend this filing to include a properly signed certification of the Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). Additionally, revise the title of this certification as it pertains to section 302 of The Sarbanes-Oxley Act of 2002.
  • The agreement appears to be a material agreement. Please amend your filing to provide the agreement as an exhibit or tell us why it is not required to be filed. See Item 601(b)(10) of Regulation S-K.
  • We note that you did not provide Section 906 certifications. Please file a full amendment to your Form 10-K that includes the entire filing, as well as currently dated Section 906 certifications and Section 302 certifications from both of your certifying officers. Refer to Item 601 of Regulation S-K.
  • Please amend your Form 10-K to revise your certifications (Exhibits 31.1 and 31.2) to include the complete introductory language of paragraph 4 as well as paragraph 4b of Item 601(b)(31) of Regulation S-K. Also, please confirm you will revise your certifications in future interim reports to conform to Item 601(b)(31).
  • We note that there was no consent provided in Exhibit 23.1 as indicated. Please amend to file a consent signed by your independent registered certified public accounting firm. Refer to Item 601(b)(23)(i) of Regulation S-K.
  • As required by Item 601(b)(22) of Regulation S-K, please revise future filings to include an Exhibit 22 listing each subsidiary guarantor, issuer or co-issuer.
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