The SEC has granted an extension for smaller public companies to comply with the auditor attestation requirement under section 404 of the Sarbanes-Oxley Act of 2002. The extension benefits SEC-reporting issuers that are "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 will be required in annual reports for fiscal years ending on or after June 15, 2010, instead of December 15, 2009.
The SEC is granting the extension in the belief that smaller public companies may not have prepared themselves to comply with the auditor attestation requirement by the end of 2009, particularly given that the SEC recently published a study to determine whether ameliorative measures taken in the past few years have succeeded in reducing compliance costs for smaller companies. These measures included a new internal control audit standard and guidance for management on complying in a cost-effective manner.
Larger SEC registrants, including MJDS issuers, have been complying with the SEC's internal control rules, which require auditor attestation, for a number of years and so are not affected by the extension. Canada's internal control rules have been in effect since the beginning of 2009, but no auditor attestation is required in Canada for any issuers.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.