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Sarbanes Oxley
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SEC. 102.
REGISTRATION WITH THE BOARD.
(a) 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.
(b) 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—
(A) 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;
(B) the
annual fees received by the firm from each
such issuer
for audit services, other accounting services,
and non-audit
services, respectively;
(C) such
other current financial information for the
most recently
completed fiscal year of the firm as the
Board may
reasonably request;
(D) a
statement of the quality control policies of
the
firm for its
accounting and auditing practices;
(E) 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;
(F)
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;
(G) 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
(H) 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—
(A) 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
(B) 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.
(c) 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).
(d) PERIODIC
REPORTS.—Each registered public
accounting firm
shall submit
an annual report to the Board, and may be
required
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).
(e) 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.
(f) 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.
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