Securities Lawyer's Deskbook
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The

Sarbanes-Oxley Act of 2002





Section 102 -- Registration with the Board


  1. Mandatory Registration. Beginning 180 days after the date of the determination of the Commission under section 101(d), it shall be unlawful for any person that is not a registered public accounting firm to prepare or issue, or to participate in the preparation or issuance of, any audit report with respect to any issuer.

  2. Applications for Registration.

    1. Form of application. A public accounting firm shall use such form as the Board may prescribe, by rule, to apply for registration under this section.

    2. Contents of applications. Each public accounting firm shall submit, as part of its application for registration, in such detail as the Board shall specify--

      1. the names of all issuers for which the firm prepared or issued audit reports during the immediately preceding calendar year, and for which the firm expects to prepare or issue audit reports during the current calendar year;

      2. the annual fees received by the firm from each such issuer for audit services, other accounting services, and non-audit services, respectively;

      3. such other current financial information for the most recently completed fiscal year of the firm as the Board may reasonably request;

      4. a statement of the quality control policies of the firm for its accounting and auditing practices;

      5. a list of all accountants associated with the firm who participate in or contribute to the preparation of audit reports, stating the license or certification number of each such person, as well as the State license numbers of the firm itself;

      6. information relating to criminal, civil, or administrative actions or disciplinary proceedings pending against the firm or any associated person of the firm in connection with any audit report;

      7. copies of any periodic or annual disclosure filed by an issuer with the Commission during the immediately preceding calendar year which discloses accounting disagreements between such issuer and the firm in connection with an audit report furnished or prepared by the firm for such issuer; and

      8. such other information as the rules of the Board or the Commission shall specify as necessary or appropriate in the public interest or for the protection of investors.

    3. Consents. Each application for registration under this subsection shall include--

      1. a consent executed by the public accounting firm to cooperation in and compliance with any request for testimony or the production of documents made by the Board in the furtherance of its authority and responsibilities under this title (and an agreement to secure and enforce similar consents from each of the associated persons of the public accounting firm as a condition of their continued employment by or other association with such firm); and

      2. a statement that such firm understands and agrees that cooperation and compliance, as described in the consent required by subparagraph (A), and the securing and enforcement of such consents from its associated persons, in accordance with the rules of the Board, shall be a condition to the continuing effectiveness of the registration of the firm with the Board.

  3. Action on Applications.

    1. Timing. The Board shall approve a completed application for registration not later than 45 days after the date of receipt of the application, in accordance with the rules of the Board, unless the Board, prior to such date, issues a written notice of disapproval to, or requests more information from, the prospective registrant.

    2. Treatment. A written notice of disapproval of a completed application under paragraph (1) for registration shall be treated as a disciplinary sanction for purposes of sections 105(d) and 107(c).

  4. Periodic Reports. Each registered public accounting firm shall submit an annual report to the Board, and may be required to report more frequently, as necessary to update the information contained in its application for registration under this section, and to provide to the Board such additional information as the Board or the Commission may specify, in accordance with subsection (b)(2).

  5. Public Availability. Registration applications and annual reports required by this subsection, or such portions of such applications or reports as may be designated under rules of the Board, shall be made available for public inspection, subject to rules of the Board or the Commission, and to applicable laws relating to the confidentiality of proprietary, personal, or other information contained in such applications or reports, provided that, in all events, the Board shall protect from public disclosure information reasonably identified by the subject accounting firm as proprietary information.

  6. Registration and Annual Fees. The Board shall assess and collect a registration fee and an annual fee from each registered public accounting firm, in amounts that are sufficient to recover the costs of processing and reviewing applications and annual reports.


Legislative History


July 30, 2002, 107 P.L. 204, Title I, § 102, 116 Stat. 745.

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