Is it a good idea for a CEO to take personal criminal liability for a non-profit? Such as "I, X , hereby certify, under penalty of perjury, that…

It is generally not advisable for a CEO, especially of a non-profit, to take on personal criminal liability through certifications or other means without careful consideration and proper legal advice. Here are some key points to consider:

Personal Criminal Liability

• CEOs can face personal criminal liability for acts committed in their corporate capacity, including those that involve certifications made under penalty of perjury. If a CEO certifies information that is later found to be false, they could face personal criminal charges, such as perjury or obstruction of justice3.

Certifications Under Penalty of Perjury

• Certifications made under penalty of perjury, such as those required by Sarbanes-Oxley or other regulatory statutes, can expose CEOs to personal criminal liability if the certifications are later proven to be false. This is particularly risky because these certifications often involve strict legal standards and can lead to severe penalties32.

Corporate Veil and Personal Liability

• While the corporate veil typically protects corporate officers from personal liability for the corporation's actions, it does not protect against personal criminal liability for crimes committed by the CEO or other officers. If a CEO engages in or is found to have willfully ignored criminal activity, they can be held personally liable3.

Risk Mitigation

• To protect themselves, CEOs should ensure they have a clear understanding of the compliance requirements, maintain robust compliance programs, and seek legal counsel before executing any certifications. Purchasing directors and officers (D&O) liability insurance can also help, though it is important to understand the limitations of such insurance1.

Consequences of Personal Liability

• The consequences of personal criminal liability can be severe, including incarceration, fines, restitution, and forfeiture of benefits. Additionally, there can be collateral consequences such as exclusion from regulated industries, revocation of licenses, and significant disruption to personal and professional life3.

In summary, while certifications and compliance are essential, a CEO should not take on personal criminal liability lightly. It is crucial to have thorough legal advice and ensure that all certifications are accurate and made with full understanding of the potential risks involved.