Glossary
CEO/CFO Certificates
A CEO/CFO certificate is a signed statement, required under Canadian securities rules, in which a reporting issuer’s Chief Executive Officer and Chief Financial Officer each personally attest that the company’s annual or interim filings are accurate and that the numbers fairly present the business. They exist because regulators want two named, accountable people standing behind every set of public financial statements, not just a corporate logo. At Treewalk, we prepare these certificates in-house for public company clients as part of each quarter-end and year-end filing, and our acting CFO signs the CFO certificate when we hold that role.
What it actually is
The certificates come from National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings.” It applies to reporting issuers across Canada, including companies listed on the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE), where most of our public company clients trade.
There are two filing points, and each triggers its own pair of certificates:
- An annual certificate filed with the audited annual financial statements, the Management Discussion and Analysis (MD&A), and the Annual Information Form where one is required.
- An interim certificate filed with each quarter’s unaudited statements and MD&A.
In each case the CEO signs one and the CFO signs the other. The signing officer confirms they reviewed the filings, that the documents contain no misrepresentation, and that the financial statements together with the other financial information fairly present the company’s financial condition, results, and cash flows.
What the officer is actually promising
Beyond “the numbers are right,” the full certificate reaches into how the company runs its reporting. The officer takes responsibility for the design of two things: disclosure controls and procedures (DC&P), which govern how information reaches the people who file it, and internal control over financial reporting (ICFR), which governs how transactions become statements.
The signature is not the hard part. The hard part is being able to say, honestly, that the controls behind the number worked all quarter, not just on the day you signed. If the process was messy, the certificate is where that mess becomes personal for the CEO and CFO.
Venture issuers get some relief here. A venture issuer can file a basic version of the certificate that leaves out the DC&P and ICFR representations, and includes prescribed wording flagging that those representations are absent. Most TSXV and CSE clients we serve fall into this category, which changes what we prepare and what the signing officer is on the hook for.
How we approach it at Treewalk
We treat the certificate as the last domino, not a standalone form. By the time it needs a signature, the working papers, the IFRS financial statements, and the MD&A all have to line up, because the certificate points at every one of them.
Our financial reporting team prepares the certificates alongside the quarterly and annual filing package: consolidated working papers, interim or annual statements under International Financial Reporting Standards (IFRS), MD&A, and the supporting board and audit committee resolutions. We coordinate the external audit or quarterly review so the auditor’s timing does not derail the filing deadline. When Treewalk holds the acting CFO role, as we have for several listed clients across mining, technology, and healthcare, our CFO signs the CFO certificate and presents the results to the audit committee.
That end-to-end position matters. The person signing has seen the trial balance, sat in the audit committee meeting, and knows where the estimates are. The certificate is a byproduct of doing the reporting properly, not a document we bolt on at the end.
Common misconceptions
A few things trip up first-time issuers and newly public founders:
- It is not the auditor’s certificate. The auditor gives an opinion on the financial statements; the CEO and CFO certify a broader package that includes the MD&A and the controls behind it.
- It is not optional or delegable. The named CEO and CFO sign personally. A controller or corporate secretary cannot sign in their place.
- A venture issuer basic certificate is not a lighter promise about accuracy. It still certifies fair presentation and no misrepresentation. What it drops is the formal representation about designed internal controls.
What you get when we handle it
For a public company client, the certificate is one deliverable inside the quarterly and annual filing cycle. You get the drafted certificates matched to the correct filing, the underlying statements and MD&A they refer to, board and audit committee resolutions to support the filing, and coordination of the SEDAR+ filing itself. If Treewalk is your acting CFO, you also get a qualified signatory who can stand behind the CFO certificate rather than a founder signing something they have not had time to test.
Frequently asked questions
Is a CEO/CFO certificate the same as an audit report?
No. An external auditor issues an opinion on the financial statements. The CEO and CFO certificates are the officers’ own attestations, and they cover more than the statements, including the MD&A and, for non-venture issuers, the internal controls behind the reporting. The two are separate documents filed for different reasons.
Do venture issuers on the TSXV or CSE still have to file certificates?
Yes. Venture issuers file certificates for both annual and interim filings. The difference is that they can use a basic version that omits the representations about designed disclosure controls and internal control over financial reporting, with prescribed wording noting those items are excluded.
Who is allowed to sign the CFO certificate?
The person who acts as the company’s Chief Financial Officer, or performs that function. When a company outsources the role, an acting or fractional CFO can sign. Treewalk signs the CFO certificate for clients where we hold the acting CFO role.
How does this connect to our quarterly filing timeline?
The certificate is filed with the rest of the quarter-end or year-end package, so it is bound to the same deadline as your statements and MD&A. If the working papers and audit review are on schedule, the certificate is quick. If they are late, the certificate is late too, which is why we manage the whole cycle together.
Can you prepare the certificates if another firm does our audit?
Yes. We prepare the certificates and the filing package and coordinate with your external auditor, whoever that is. Preparing certificates and coordinating an audit are different roles, and Treewalk does not provide audit or attest services.
Where to next
If you are preparing your first public filing, or want a filing team that treats the certificate as the last step of clean reporting rather than a form to sign, our public company reporting practice is the place to start. It sits alongside our work on the MD&A and SEDAR+ filing support that go into the same package, all built on IFRS financial statement preparation. To talk through your reporting cycle, email Alex McAulay through our contact page. For the precise wording of the certificates, the requirements are set by the Canadian Securities Administrators and administered locally by the British Columbia Securities Commission.
