Sarbanes Oxley Act Section 106

 

SEC. 106. FOREIGN PUBLIC ACCOUNTING FIRMS.
 
(a) APPLICABILITY TO CERTAIN FOREIGN FIRMS.—
 
(1) IN GENERAL.— Any foreign public accounting firm that
prepares or furnishes an audit report with respect to any issuer,
shall be subject to this Act and the rules of the Board and
the Commission issued under this Act, in the same manner
and to the same extent as a public accounting firm that is
organized and operates under the laws of the United States
or any State, except that registration pursuant to section 102
shall not by itself provide a basis for subjecting such a foreign
public accounting firm to the jurisdiction of the Federal or
State courts, other than with respect to controversies between
such firms and the Board.
 
(2) BOARD AUTHORITY.—The Board may, by rule, determine
that a foreign public accounting firm (or a class of such firms)
that does not issue audit reports nonetheless plays such a
substantial role in the preparation and furnishing of such
reports for particular issuers, that it is necessary or appropriate,
in light of the purposes of this Act and in the public
interest or for the protection of investors, that such firm (or
class of firms) should be treated as a public accounting firm
H. R. 3763—21
(or firms) for purposes of registration under, and oversight
by the Board in accordance with, this title.
 
(b) PRODUCTION OF AUDIT WORKPAPERS.—
 
(1) CONSENT BY FOREIGN FIRMS.—If a foreign public
accounting firm issues an opinion or otherwise performs material
services upon which a registered public accounting firm
relies in issuing all or part of any audit report or any opinion
contained in an audit report, that foreign public accounting
firm shall be deemed to have consented—
 
(A) to produce its audit workpapers for the Board
or the Commission in connection with any investigation
by either body with respect to that audit report; and
 
(B) to be subject to the jurisdiction of the courts of
the United States for purposes of enforcement of any
request for production of such workpapers.
 
(2) CONSENT BY DOMESTIC FIRMS.—A registered public
accounting firm that relies upon the opinion of a foreign public
accounting firm, as described in paragraph (1), shall be
deemed—
 
(A) to have consented to supplying the audit
workpapers of that foreign public accounting firm in
response to a request for production by the Board or the
Commission; and
 
(B) to have secured the agreement of that foreign public
accounting firm to such production, as a condition of its
reliance on the opinion of that foreign public accounting
firm.
 
(c) EXEMPTION AUTHORITY.—The Commission, and the Board,
subject to the approval of the Commission, may, by rule, regulation,
or order, and as the Commission (or Board) determines necessary
or appropriate in the public interest or for the protection of investors,
either unconditionally or upon specified terms and conditions
exempt any foreign public accounting firm, or any class of such
firms, from any provision of this Act or the rules of the Board
or the Commission issued under this Act.
 
(d) DEFINITION.—In this section, the term ‘‘foreign public
accounting firm’’ means a public accounting firm that is organized and operates under the laws of a foreign government or political subdivision thereof.

 
   

 

 

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