We're preparing to file our 11-K for our 401(k) plan near the end of June. In-house securities counsel insists that we must include a Sarbanes-Oxley section 906 certification with the filing. Has anyone else been advised that the 906 certification must be included with Form 11-K? If so, who are you having sign the certification? Plan administrator (who signs the ERISA equivalent, the Form 5500)? CEO of the plan sponsor? CEO/CFO of the plan sponsor?

Oh, one more thing: SEC is tightlipped to this point. Any guidance or reasoning, however informal, that you might be able to offer, would be greatly appreciated. Thanks in advance!

Here's an update:

Outside counsel cold called SEC and was told a SOX 906 certification IS required with Form 11-K. SEC is reluctant to officially guide on ths issue since SOX 906 is under the jurisdiction of the Dept of Justice.

If you are at all interested in how to do this, see the Amazon.com 11-K filing at this link:

http://www.sec.gov/Archives/edgar/data/101...v89422e11vk.htm

Here's what PSCA reports on the issue:

6. SARBANES-OXLEY SECTIONS 404 AND 906 MAY REQUIRE PLAN ACTION
Public Law 107-204, the Sarbanes-Oxley Act, contains two provisions that
appear to require action by plans that file form 11-K's for annual
reports of employee stock purchase, savings, and similar plans pursuant
to section 15(d) of the Securities Exchange Act of 1934. Section 404 of
Sarbanes-Oxley mandates the SEC to issue rules requiring each annual
report required by section 13(a) or 15(d) to contain an internal control
report which states the responsibility of management for establishing an
adequate internal control structure and procedures for financial
reporting; and to contain an assessment, as of the end of the most
recent fiscal year of the issuer, of the effectiveness of the internal
control structure and procedures of the issuer for financial reporting.
Section 906 appears to require that all 11-Ks filings include a written
certification by the CEO, CFO, or an equivalent thereof. ERISA plans
are due to file their 11-K's by June 28.

Please see http://www.benefitsblog.com, the site for Benefitsblog, a benefits and ERISA weblog, for a recent post on this issue which includes a link to this message thread.

Benefitsblog at has another post regarding the 906 certification issue--citing CorpLawBlog at http://www.corplawyer.blogspot.com/ as providing a detailed discussion of the subject today.