General questions about SOX 212



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  • Is your company publicly-traded or does it have public debt? If not, then you are probably not subject to S-OX.



  • A qualified ‘no’ on both - apparently the boss read about SOX and appointed me the task of researching (lucky me)
    Thank you for your reply.



  • So - if you’re not listed and not a subsidiary of a listed company you’re not affected.



  • I too was called upon to determine whether our company was subject to SOX.
    Where might I find the wording that states the target of SOX compliancy?



  • If you are not a public company, SOX does not apply. You can find this in the legislation that states this is only for public companies. SOX can have an impact on private companies because they might have associations to public companies who want to be reassured their business is in compliance and might ask for a representative letter from an external firm that your company is protecting their information. Hope this helps. If you would like specific links to the legislation, I can find those for you or you can go to http://www.pcaob.com/ or http://www.pcaobus.org/.



  • I too was called upon to determine whether our company was subject to SOX.
    Where might I find the wording that states the target of SOX compliancy?
    Section 2 at the front of the Act defines the following:
    (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that has not yet become effective under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has not withdrawn.
    And our good friend section 302 gives:
    SEC. 302. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS.
    (a) REGULATIONS REQUIRED.The Commission shall, by rule, require, for each company filing periodic reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d))… etc.
    And our best friend also gives:
    SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS.
    (a) RULES REQUIRED.The Commission shall prescribe rules requiring each annual report required by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to contain an internal control report…
    I trust this addresses your question. Sorry if I misinterpreted.



  • If your company is not a ‘public company’, then sarbanes oxley compliance will not apply.


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