Canada: SEC Grants Smaller Companies A Year´s Extension For Auditor Attestation

The SEC has granted a one-year extension for smaller public companies to comply with the auditor attestation requirement under section 404 of the Sarbanes-Oxley Act. The extension will benefit "non-accelerated filers," which generally means companies with a public float of less than US$75 million, including those that are foreign private issuers. With the extension, the auditor's attestation of an issuer's internal control over financial reporting will be required in annual reports for fiscal years ending on or after December 15, 2009, instead of December 15, 2008.¹

In granting the extension, the SEC acknowledged that the costs of complying with the internal control rules are disproportionately higher for smaller public companies. Part of the SEC's objective in granting the extension is to allow non-accelerated filers to benefit from the pending implementation by the Public Company Accounting Oversight Board of staff guidance on auditing the internal controls of smaller public companies.

The internal control rules recently proposed by Canadian securities regulators are similar to the U.S. requirements, but no auditor attestation will be required in Canada. Cross-border issuers may, in lieu of complying with the Canadian rules, file their SEC certifications, management's report on internal control and the related auditor's attestation with Canadian regulators.

Footnote

^{1. Companies doing an initial public offering do not have to provide management's report on internal control or an auditor's attestation until they file their second annual report with the SEC.}

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