What it is
Business unit heads and process owners sign a short statement each quarter that supports what the principal executive and financial officers certify. This form asks twelve questions on the information supplied, key controls, changes in internal control, fraud, complaints, non-routine transactions, related parties, claims, estimates, pressure, remediation and access for auditors.
Management also evaluates each quarter any change in ICFR that has materially affected or is reasonably likely to materially affect it (Exchange Act Rule 13a-15(d)), and the form captures significant changes in the period.
When to use it
- Each quarter before the officers’ certifications.
- At year-end alongside the management assessment.
- For a business unit that has had a significant change.
What’s inside
- Twelve representations with yes, no and explanation
- Significant changes in the quarter
- Matters to report
- Certification and controller review
Standard cited
This template follows SEC Rule 13a-15 / ICFR. It is written in our own words, except for phrases the standard requires the document to contain, with [bracketed placeholders] for client details, amounts in USD and dates as MM/DD/YYYY. Check it against the current standard and your firm’s methodology before use.
Questions
Is a subcertification required by law?
No law requires this form. Management uses it as support for the officers’ certifications and for its quarterly evaluation of changes in ICFR. Counsel should review the wording.
What happens when someone answers No?
The controller or finance follows up on every No, records the matter and decides whether it affects the financial statements, disclosure or the control evaluation.
Related templates
- Control Self-Assessment Questionnaire
- SOX 404 Management Assessment Memo
- ICFR Deficiency Communication Memo to the Audit Committee
- Management Representation Letter (AU-C 580)
Last updated 11/05/2026. All free templates.