IPO and SOX 2782
aepps22 last edited by
Does anyone know exactly which Sox requirements a company must comply with upon filing the initial registration with the SEC? I know that upon filing the registration statement Sox is triggered but I need to know which sections are triggered upon filing and which ones are triggered when the registration statement is effective. Any help is greatly appreciated.
gmerkl last edited by
That depends on several factors:
- whether the issuer (i.e. the company) is a domestic (i.e. US) issuer or a foreign private issuer
- in which way the public capital market of the US is accessed
a) listing of the securities on a national securities exchange in the US
b) over-the-counter trading of equity securities in the US
c) public offering of the securities in the US
- whether you register debt or equity securities.
- on the market capitalization of the public float of your equity
As a newly public company your management is not required to assess the effectiveness of internal control over financial reporting and your registered public accounting firm is not required to audit the effectiveness of internal control over financial reporting in the first annual report after you go public. After your first year, the requirement of having an audit of the effectiveness of internal control over financial reporting depends on the market capitalization of the public float of your equity. However, you are required to maintain internal control over financial reporting and disclosure controls and procedures (which cover all disclosures not just the financial statements) starting with the day on which the registration of your securities with the SEC becomes effective.
Some provisions of SOX only apply to equity securities, some only apply to securities that are listed on a national securities exchange and some only apply to domestic issuers.
Your question is pretty complicated and you would need to read the Sarbanes-Oxley Act, the Securities Exchange Act and the SEC’s rules that implement the Sarbanes-Oxley Act to get the full picture.