Securities Lawyer's Deskbook
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Sarbanes-Oxley Act of 2002

Section 2 -- Definitions

  1. In General. In this Act, the following definitions shall apply:

    1. Appropriate state regulatory authority. The term "appropriate State regulatory authority" means the State agency or other authority responsible for the licensure or other regulation of the practice of accounting in the State or States having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question.

    2. Audit. The term "audit" means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under section 103, in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements.

    3. Audit committee. The term "audit committee" means--

      1. a committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and

      2. if no such committee exists with respect to an issuer, the entire board of directors of the issuer.

    4. Audit report. The term "audit report" means a document or other record--

      1. prepared following an audit performed for purposes of compliance by an issuer with the requirements of the securities laws; and

      2. in which a public accounting firm either--

        1. sets forth the opinion of that firm regarding a financial statement, report, or other document; or

        2. asserts that no such opinion can be expressed.

    5. Board. The term "Board" means the Public Company Accounting Oversight Board established under section 101.

    6. Commission. The term "Commission" means the Securities and Exchange Commission.

    7. Issuer. The term "issuer" means an issuer (as defined in section 3 of the Securities Exchange Act of 1934), the securities of which are registered under section 12 of that Act, or that is required to file reports under section 15(d), or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933, and that it has not withdrawn.

    8. Non-audit services. The term "non-audit services" means any professional services provided to an issuer by a registered public accounting firm, other than those provided to an issuer in connection with an audit or a review of the financial statements of an issuer.

    9. Person associated with a public accounting firm.

      1. In general. The terms "person associated with a public accounting firm" (or with a "registered public accounting firm") and "associated person of a public accounting firm" (or of a "registered public accounting firm") mean any individual proprietor, partner, shareholder, principal, accountant, or other professional employee of a public accounting firm, or any other independent contractor or entity that, in connection with the preparation or issuance of any audit report--

        1. shares in the profits of, or receives compensation in any other form from, that firm; or

        2. participates as agent or otherwise on behalf of such accounting firm in any activity of that firm.

      2. Exemption authority. The Board may, by rule, exempt persons engaged only in ministerial tasks from the definition in subparagraph (A), to the extent that the Board determines that any such exemption is consistent with the purposes of this Act, the public interest, or the protection of investors.

    10. Professional standards. The term "professional standards" means--

      1. accounting principles that are--

        1. established by the standard setting body described in section 19(b) of the Securities Act of 1933, as amended by this Act, or prescribed by the Commission under section 19(a) of that Act or section 13(b) of the Securities Exchange Act of 1934; and

        2. relevant to audit reports for particular issuers, or dealt with in the quality control system of a particular registered public accounting firm; and

      2. auditing standards, standards for attestation engagements, quality control policies and procedures, ethical and competency standards, and independence standards (including rules implementing title II) that the Board or the Commission determines--

        1. relate to the preparation or issuance of audit reports for issuers; and

        2. are established or adopted by the Board under section 103(a), or are promulgated as rules of the Commission.

    11. Public accounting firm. The term "public accounting firm" means--

      1. a proprietorship, partnership, incorporated association, corporation, limited liability company, limited liability partnership, or other legal entity that is engaged in the practice of public accounting or preparing or issuing audit reports; and

      2. to the extent so designated by the rules of the Board, any associated person of any entity described in subparagraph (A).

    12. Registered public accounting firm. The term "registered public accounting firm" means a public accounting firm registered with the Board in accordance with this Act.

    13. Rules of the board. The term "rules of the Board" means the bylaws and rules of the Board (as submitted to, and approved, modified, or amended by the Commission, in accordance with section 107), and those stated policies, practices, and interpretations of the Board that the Commission, by rule, may deem to be rules of the Board, as necessary or appropriate in the public interest or for the protection of investors.

    14. Security. The term "security" has the same meaning as in section 3(a) of the Securities Exchange Act of 1934.

    15. Securities laws. The term "securities laws" means the provisions of law referred to in section 3(a)(47) of the Securities Exchange Act of 1934, as amended by this Act, and includes the rules, regulations, and orders issued by the Commission thereunder.

    16. State. The term "State" means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other territory or possession of the United States.

  2. Conforming Amendment. Section 3(a)(47) of the Securities Exchange Act of 1934 is amended by inserting "the Sarbanes-Oxley Act of 2002," before "the Public".

Legislative History

July 30, 2002, 107 P.L. 204, § 2, 116 Stat. 745.

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