SOX postpones audit of internal control 2437
gmerkl last edited by
The SEC postponed the requirement that domestic and foreign non-accelerated filers need to include an auditor’s attestation to the effectiveness of internal control over financial reporting (section 404(b)) in their annual report until fiscal years that end on or after December 15, 2009.
Both domestic and foreign non-accelerated filers already had to include management’s assessment of the effectiveness of internal control over financial reporting in their annual report for the fiscal year 2007.
foofam77 last edited by
is this really true and taking immediate effect?
Does it mean external auditors and mgt do not need to perform controls testing anymore until 15 Dec 09?
sorry, but can anyone recap the definition of non-accelerated filers again?
gmerkl last edited by
In my previous post, I explicitly mentioned that only the EXTERNAL audit of the effectiveness of internal control over financial reporting of non-accelerated filers gets postponed. I also mentioned that the INTERNAL assessment of the effectiveness of internal control over financial reporting by management has already been in force for non-acccelerated filers.
A non-accelerated filer is a filer that is neither an accelerated filer nor a large accelerated filer. The definition of an accelerated filer can be found in rule 12b-2 (17 CFR 240.12b-2) in the code of federal regulations.
The term accelerated filer means an issuer after it first meets
the following conditions as of the end of its fiscal year:
(i) The issuer had an aggregate worldwide market value of the voting
and non-voting common equity held by its non-affiliates of USD75 million
or more, but less than USD700 million, as of the last business day of the
issuer’s most recently completed second fiscal quarter;
(ii) The issuer has been subject to the requirements of section
13(a) or 15(d) of the Act (15 U.S.C. 78m or 78o(d)) for a period of at
least twelve calendar months;
(iii) The issuer has filed at least one annual report pursuant to
section 13(a) or 15(d) of the Act; and
(iv) The issuer is not eligible to use Forms 10-KSB and 10-QSB
(Sec. 249.310b and Sec. 249.308b of this chapter) for its annual and
So essentiall, if the market value (market capitalization) of your company’s equity is below USD 75 million or if your company is eligible to use the forms for small business issuers 10-KSB and 10-QSB, then you are a non-accelerated filer. You also specify your type of filer on the top of your annual reports on form 20-F that you file with the SEC if you are a foreign private issuer.