302's for non-accelerated filers 1922

  • Excerpt from SEC Final Rule, regarding extension of compliance dates for non-accelerated filers:
    We also are extending the compliance date to permit a non-accelerated filer to omit the portion of the introductory language in paragraph 4 as well as language in paragraph 4(b) of the certification required by exchange Act Rules 13a-14(a) and 15d-14(a)69 that refers to the certifying officers’ responsibility for designing, establishing and maintaining internal control over financial reporting for the company, until it files an annual report that includes a report by management on the effectiveness of the company’s internal control over financial reporting. This language is required to be provided in the first annual report required to contain management’s internal control report and in all periodic reports filed thereafter.
    Question: Am I interpreting this incorrectly or does this excerpt not imply that paragraph 4 and 4(b) can be deleted from the 302 certification letters? If so, then does it make sense that paragraphs 4(a), ©, and (d) remain in the letters? 4(a), © and (d) basically state that managemenet is responsible for establishing and maintaining internal controls and evaluating the effectiveness of these controls, which is what the rule above, in part, is saying can be omitted.
    I’m a little confused and frustrated with the overall and continued lack of clarity that the SEC, and the PCAOB, provide in their releases. In my opinion, the recent interpretive guidance does little to assist management in preparing themselves for 404 compliance.
    Any feedback to the 302 question will be appreciated.

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