Sarbanes Oxley Act Section 2

(a) IN GENERAL.—In this Act, the following definitions shall
‘‘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
(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’’
(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.
(4) AUDIT REPORT.—The term ‘‘audit report’’ means a document
or other record—
(A) prepared following an audit performed for purposes
of compliance by an issuer with the requirements of the
securities laws; and
(B) in which a public accounting firm either—
(i) sets forth the opinion of that firm regarding
a financial statement, report, or other document; or
(ii) 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 (15 U.S.C.
78c)), the securities of which are registered under section 12
of that Act (15 U.S.C. 78l), or that is required to file reports
under section 15(d) (15 U.S.C. 78o(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that it has not withdrawn.
(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.
(A) 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—
(i) shares in the profits of, or receives compensation
in any other form from, that firm; or
(ii) participates as agent or otherwise on behalf
of such accounting firm in any activity of that firm.
(B) 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—
(A) accounting principles that are—
(i) 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 (15 U.S.C. 17a(s))
or section 13(b) of the Securities Exchange Act of 1934
(15 U.S.C. 78a(m)); and
(ii) relevant to audit reports for particular issuers,
or dealt with in the quality control system of a particular
registered public accounting firm; and
(B) 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—
(i) relate to the preparation or issuance of audit
reports for issuers; and
(ii) are established or adopted by the Board under
section 103(a), or are promulgated as rules of the
(11) PUBLIC ACCOUNTING FIRM.—The term ‘‘public
accounting firm’’ means—
(A) 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
(B) to the extent so designated by the rules of the
Board, any associated person of any entity described in
subparagraph (A).
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
(14) SECURITY.—The term ‘‘security’’ has the same meaning
as in section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)).
(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 (15 U.S.C. 78c(a)(47)), 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
(b) CONFORMING AMENDMENT.—Section 3(a)(47) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)) is amended by inserting ‘‘the Sarbanes-Oxley Act of 2002,’’ before ‘‘the Public’’.




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