TITLE I - PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
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 to report more frequently, as
necessary to update the information 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,
sub- ject 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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