Summary

Adds a new requirement that the CEO and the chief human resources officer of each covered employer certify in the company’s annual SEC report that they reviewed the report, that it is truthful and fairly presents employment practices (including counts and legal work status), and that they established and evaluated internal controls for verifying employment eligibility. The law requires companies to identify and disclose significant control problems and known material violations to the Department of Homeland Security and the Department of Justice and creates criminal penalties for false or missing certifications. The Securities and Exchange Commission must write rules within one year to require the certification on Form 10‑K, set public‑access rules for the certifications, and issue any implementing regulations.

Key Points

• Mandates CEOs and chief HR officers of SEC‑reporting companies to certify annually that the report is truthful and fairly presents employment practices and legal work status.
• Requires companies to establish and evaluate internal controls for employment‑eligibility verification and to time an evaluation at least 90 days before the annual report.
• Obligates disclosure of significant control deficiencies and known material violations to DHS and DOJ.
• Creates criminal liability for false, misleading, or missing certifications by the named officers.
• Directs the SEC to issue implementing rules within one year to place the certification on Form 10‑K and to govern public access and other details.
• Raises compliance costs for public companies (HR systems, internal controls testing, legal review, and disclosure processes).
• Public disclosure of certifications may lead to reputational and investor impacts if deficiencies are reported.
• Links securities reporting and corporate governance duties to federal immigration enforcement agencies.

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