Dating management representation letter
If a company previously explained the PCAOB registration revocation in its Item 4.01 Form 8-K, it need not repeat this disclosure in its Form 10-K.
The SEC will not recognize any person as a certified public accountant unless duly registered (licensed to practice) and in good standing under the laws of the place of the accountant’s residence or principal office.
The PCAOB has also issued certain independence and ethics rules, which are part of its adopted standards. Compliance with these rules is required to issue a PCAOB opinion.
S-X 2-01 is designed to ensure that auditors are qualified and independent both in fact and in appearance.
Operating company (predecessor) whose pre-acquisition financial statements are filed by an issuer that at the time the reverse merger is consummated is not a public “shell company” (See Section 12250.2)As noted in the table above, subsidiary guarantors are considered issuers whose financial statements filed under S-X 3-10 must be audited by a PCAOB-registered firm using PCAOB standards.
However, relief from these requirements may be available for recently-acquired subsidiary guarantors in certain circumstances.
The staff will consider all relevant factors in questioning the location from which the audit report was rendered.
Questions regarding independence should be directed to OCA.
The audited balance sheet of a non-issuer general partner that is included in a transactional filing or registration statement of a limited partnership issuer is not required to be audited by a PCAOB registered firm.
It must include representations that the audit is conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) for issuers or U. GAAS for non-issuers (with certain exceptions noted in Section 4210.4).
Audit reports on non-issuer financial statements may, but are not required to, refer to PCAOB standards, except in certain cases.
The other auditor must register with the PCAOB if it meets the “substantial role” threshold defined in PCAOB Rule 1001(p)(ii) in the audit of the issuer, regardless of whether the principal auditor refers to the work of the other auditor.
The report must contain clear statements as to the scope of the audit.