Compliance in the UK? Yes/No? 1588

  • Hi guys, im doing some SOX research and am pretty stuck on this point.
    Does SOX apply to UK businesses in the same way as it does in the US? I.e. where compliance for public companies is mandatory by law?
    I understand that UK companies listed on an American exchange must be compliant, however is there any legislation in the UK to enforces it, or is it simply now done just appease investors?
    I’ve been googling around for a while but don’t seem to be getting anywhere. Any good links would be appreciated.
    Thanks for any insight.
    Kind regards,

  • Hi Taz and welcome to the forums 🙂 … SOX laws don’t apply outside the USA unless the company has a listing on the USA stock exchange and islarge enough to qualify financially (I think it’s over USD70M annually, as smaller companies are currently exempt).
    I’d read somewhere where England migt be looking at similar laws and I’m sure one of the SOX Guru’s can provide more info on this. The Lawsociety site links below seemed to provide good info on emerging legal trends in the UK.
    Please place www in front of links, as hyperlinking is not allowed in forums
    PDF - Summary of accounting rules relevent to the profession
    UK law - Enter Sarbanes Oxley into search
    UK law - Current Developments in Parliment

  • Hi,
    In addition to the applicability difference pointed out by Mr. Waldron, you might note that although UK companies do not have to comply ith SOX, the UK has its own governance requirements and similar features to ensure fairness of financial reporting and transparency.
    ‘How UK and US Differ on Corporate Governance’, page 14, Finance Week Magazine provides a two-page summary. I would send a link to it, but I only recall the article and have since deleted it from my computer. However, you might find it online in an eLibrary.
    You can also find more discussion about this topic on this site by performing a search in the forums using keywords…UK vs. US, SOX comparison, etc.
    Good luck,

  • OK, I thought this was failry obvious but maybe the whole world has gone SOX mad :oops:
    The Sarbanes-Oxley Act is a piece of United States legislation and therefore canonly apply where the US Givernment has jurisdiction. As it is peice of investor protection legislation it applies to companies who make investment publically available in the United States, This basically means:
    (a) US Public Companies
    (b) Non-US Companies who have a US listing.
    The latter provision has potentially made it uncompetitive (in the short term) for foreign companies to raise small amounts of capital in the US markets.
    The SOX legislation does not apply to foreign companies with no SEC regulated listing - even if they have US subsidiaries.
    It also does not apply to privately held companies.

  • But there are many companies in the UK advertising, recruiting and demonstrating a SOX UK.
    So, may I ask, as all these companies are not
    a) US Public Companies, or
    (b) Non-US Companies who have a US listing.
    Why are companies asking for this? And, what is SOX UK?
    oh yes - hello, this is my first post here 🙂

  • We’re part of (b), however…
    … the only other reasons I can think of except for your (a) and (b) are that they may want to be ahead of any decisions about US listing, or that they consider SOX as a valuable certification in the US marked.
    Our main competitors are US companies that have to comply with SOX, so even if we weren’t listed in the US, we might have looked into SOX anyways, just to keep our competitors from getting an advantage in the marked ‘over there’.

  • There is a lot of SOX work in the UK for sure, and I have worked on 5 SOX projects here. However these were:
    (a) 3 subsidiaries of US companies
    (b) 2 UK companies also listed on NYSE
    At the moment there are several hundred UK companies listed in the US, and they tend to be the largest comapneis - therefore lots of work.

  • Thanks for that chaps - that’s enlightened me a little further.
    So, is there a quick and easy method, (reference point, website etc), where one could go to check out whether a company that has a SOX vacancy is either a:
    (a) US Public Company? or
    (b) Non-US Company who has a US listing? or
    © a subsidiary of a US company? or
    (d) a UK company also listed on NYSE?
    Just so when I’m checking out vacancies I can have some understanding of why the company is requesting a SOX certified/experienced person.
    (Slightly off topic: This is a great forum, by the way. I looked all over the net for a good source of up-to-date SOX info and reference - and found a lot of useless out-of-date wannabe SOX websites etc etc. But this forum has provided me with a wealth of invaluable info. Congrats and thanks to all. 🙂 )

  • Should be apparent from the Annual Report and Accounts which most companies will make available on their websites - try the investor relations (or similiar) section if there is one.
    Also you can check out the website which allows access to all filings through EDGAR. Based on the filing a company makes you can tell if they’re US or not. Foreign filers complete a 20-F

  • (d) a UK company also listed on NYSE?
    Remember that NYSE is not the only one

  • Remember that NYSE is not the only one - okay, I’ll bite - what are the other ones I should be checking for as well?

  • Remember that NYSE is not the only one - okay, I’ll bite - what are the other ones I should be checking for as well?
    Following stock exchanges apply: NYSE, AMEX, Nasdaq Stock Market (National Market System Small Cap Market) and Over-the-Counter Market.
    A full and almost up-to-date list of all foreign companies registered - and therefore required to comply with SOA - at the SEC can be found at
    British companies are listed from page 27 on…

  • Please note that there are no exemptions for FPIs that are also small companies.
    this was proposed earlier in the year, but was not accepted at the Round table meetin last May.
    Therefore, we all have to comply if SEC registered… regardless of size

  • With the exception of private companies with public debt.

  • With the exception of private companies with public debt.
    Which would be a US regulated listing :roll:

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