Securities Lawyer's Deskbook
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The

Sarbanes-Oxley Act of 2002





Section 205 -- Conforming Amendments


  1. Definitions. Section 3(a) of the Securities Exchange Act of 1934 is amended by adding at the end the following:


      "(58) Audit committee.-- The term 'audit committee' means--
        "(A) 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
        "(B) if no such committee exists with respect to an issuer, the entire board of directors of the issuer.
      "(59) Registered public accounting firm.-- The term 'registered public accounting firm' has the same meaning as in section 2 of the Sarbanes-Oxley Act of 2002.".


  2. Auditor Requirements. Section 10A of the Securities Exchange Act of 1934 is amended--

    1. by striking "an independent public accountant" each place that term appears and inserting "a registered public accounting firm";

    2. by striking "the independent public accountant" each place that term appears and inserting "the registered public accounting firm";

    3. in subsection (c), by striking "No independent public accountant" and inserting "No registered public accounting firm"; and

    4. in subsection (b)--

      1. by striking "the accountant" each place that term appears and inserting "the firm";

      2. by striking "such accountant" each place that term appears and inserting "such firm"; and

      3. in paragraph (4), by striking "the accountant's report" and inserting "the report of the firm".

  3. Other References. The Securities Exchange Act of 1934 is amended--

    1. in section 12(b)(1), by striking "independent public accountants" each place that term appears and inserting "a registered public accounting firm"; and

    2. in subsections (e) and (i) of section 17, by striking "an independent public accountant" each place that term appears and inserting "a registered public accounting firm".

  4. Conforming Amendment. Section 10A(f) of the Securities Exchange Act of 1934 is amended--

    1. by striking "Definition" and inserting "Definitions"; and

    2. by adding at the end the following: "As used in this section, the term 'issuer' means an issuer (as defined in section 3), the securities of which are registered under section 12, or that is required to file reports pursuant to section 15(d), or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has not withdrawn."


Legislative History


July 30, 2002, 107 P.L. 204, Title II, § 205, 116 Stat. 745.

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