Except as otherwise specifically provided in this Act, in this Act, the following definitions shall apply:
(1) **Appropriate State regulatory authority** — The term “appropriate State regulatory authority” means the State agency or other authority responsible for the licensure or other regulation of the practice of accounting in the State or States having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question.
(2) **Audit** — The term “audit” means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under [section 7213 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213&num=0&edition=prelim), in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements.
(3) **Audit committee** — The term “audit committee” means—
(A) a committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and
(B) if no such committee exists with respect to an issuer, the entire board of directors of the issuer.
(4) **Audit report** — The term “audit report” means a document or other record—
(A) prepared following an audit performed for purposes of compliance by an issuer with the requirements of the securities laws; and
(B) in which a public accounting firm either—
(i) sets forth the opinion of that firm regar
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Stable record: federal_law:legal_authorities:record_usc_1f874c3f0ac38fe73b511318 Source file: Laws/federal/codes/united-states-code/title-15/section-7211-definitions--cdc4727fd4.md Pages: Not recorded – Not recorded Passage SHA-256: 3f1e07989c1f040e66a3a82a3db1127c3fcdea1e209fc0ad031d6e432259903c Retained source evidence SHA-256: c2ba20ec112a91e30ce16018cef7503fff6e53b2bfd3380611df7adf22474269
Source location: Title 15, Chapter 98, § 7211; chapter-098-public-company-accounting-reform-and-corporate-responsibility.md
Stored source content
Except as otherwise specifically provided in this Act, in this Act, the following definitions shall apply:
(1) **Appropriate State regulatory authority** — The term “appropriate State regulatory authority” means the State agency or other authority responsible for the licensure or other regulation of the practice of accounting in the State or States having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question.
(2) **Audit** — The term “audit” means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under [section 7213 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213&num=0&edition=prelim), in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements.
(3) **Audit committee** — The term “audit committee” means—
(A) a committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and
(B) if no such committee exists with respect to an issuer, the entire board of directors of the issuer.
(4) **Audit report** — The term “audit report” means a document or other record—
(A) prepared following an audit performed for purposes of compliance by an issuer with the requirements of the securities laws; and
(B) in which a public accounting firm either—
(i) sets forth the opinion of that firm regarding a financial statement, report, or other document; or
(ii) asserts that no such opinion can be expressed.
(5) **Board** — The term “Board” means the Public Company Accounting Oversight Board established under [section 7211 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7211&num=0&edition=prelim).
(6) **Commission** — The term “Commission” means the Securities and Exchange Commission.
(7) **Issuer** — The term “issuer” means an issuer (as defined in [section 78c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c&num=0&edition=prelim)), the securities of which are registered under section 78l of this title, or that is required to file reports under section 78o(d) of this title, or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 ([15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.), and that it has not withdrawn.
(8) **Non-audit services** — The term “non-audit services” means any professional services provided to an issuer by a registered public accounting firm, other than those provided to an issuer in connection with an audit or a review of the financial statements of an issuer.
(9) **Person associated with a public accounting firm**
(A) *In general* — The terms “person associated with a public accounting firm” (or with a “registered public accounting firm”) and “associated person of a public accounting firm” (or of a “registered public accounting firm”) mean any individual proprietor, partner, shareholder, principal, accountant, or other professional employee of a public accounting firm, or any other independent contractor or entity that, in connection with the preparation or issuance of any audit report—
(i) shares in the profits of, or receives compensation in any other form from, that firm; or
(ii) participates as agent or otherwise on behalf of such accounting firm in any activity of that firm.
(B) *Exemption authority* — The Board may, by rule, exempt persons engaged only in ministerial tasks from the definition in subparagraph (A), to the extent that the Board determines that any such exemption is consistent with the purposes of this Act, the public interest, or the protection of investors.
(C) *Investigative and enforcement authority* — For purposes of sections 7202(c), 7211(c), 7215, and 7217(c) of this title and the rules of the Board and Commission issued thereunder, except to the extent specifically excepted by such rules, the terms defined in subparagraph (A) shall include any person associated, seeking to become associated, or formerly associated with a public accounting firm, except that—
(i) the authority to conduct an investigation of such person under [section 7215(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/b&num=0&edition=prelim) shall apply only with respect to any act or practice, or omission to act, by the person while such person was associated or seeking to become associated with a registered public accounting firm; and
(ii) the authority to commence a disciplinary proceeding under [section 7215(c)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/c/1&num=0&edition=prelim), or impose sanctions under [section 7215(c)(4) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/c/4&num=0&edition=prelim), against such person shall apply only with respect to—
(I) conduct occurring while such person was associated or seeking to become associated with a registered public accounting firm; or
(II) non-cooperation, as described in [section 7215(b)(3) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/b/3&num=0&edition=prelim), with respect to a demand in a Board investigation for testimony, documents, or other information relating to a period when such person was associated or seeking to become associated with a registered public accounting firm.
(10) **Professional standards** — The term “professional standards” means—
(A) accounting principles that are—
(i) established by the standard setting body described in section 19(b) of the Securities Act of 1933 [[15 U.S.C. 77s(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77s/b&num=0&edition=prelim)], or prescribed by the Commission under section 19(a) of that Act [[15 U.S.C. 77s(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77s/a&num=0&edition=prelim)] or [section 78m(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m/b&num=0&edition=prelim); and
(ii) relevant to audit reports for particular issuers, or dealt with in the quality control system of a particular registered public accounting firm; and
(B) auditing standards, standards for attestation engagements, quality control policies and procedures, ethical and competency standards, and independence standards (including rules implementing title II) that the Board or the Commission determines—
(i) relate to the preparation or issuance of audit reports for issuers; and
(ii) are established or adopted by the Board under [section 7213(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213/a&num=0&edition=prelim), or are promulgated as rules of the Commission.
(11) **Public accounting firm** — The term “public accounting firm” means—
(A) a proprietorship, partnership, incorporated association, corporation, limited liability company, limited liability partnership, or other legal entity that is engaged in the practice of public accounting or preparing or issuing audit reports; and
(B) to the extent so designated by the rules of the Board, any associated person of any entity described in subparagraph (A).
(12) **Registered public accounting firm** — The term “registered public accounting firm” means a public accounting firm registered with the Board in accordance with this Act.
(13) **Rules of the Board** — The term “rules of the Board” means the bylaws and rules of the Board (as submitted to, and approved, modified, or amended by the Commission, in accordance with [section 7217 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7217&num=0&edition=prelim)), and those stated policies, practices, and interpretations of the Board that the Commission, by rule, may deem to be rules of the Board, as necessary or appropriate in the public interest or for the protection of investors.
(14) **Security** — The term “security” has the same meaning as in [section 78c(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a&num=0&edition=prelim).
(15) **Securities laws** — The term “securities laws” means the provisions of law referred to in [section 78c(a)(47) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/47&num=0&edition=prelim) and includes the rules, regulations, and orders issued by the Commission thereunder.
(16) **State** — The term “State” means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other territory or possession of the United States.
(17) **Foreign auditor oversight authority** — The term “foreign auditor oversight authority” means any governmental body or other entity empowered by a foreign government to conduct inspections of public accounting firms or otherwise to administer or enforce laws related to the regulation of public accounting firms.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Federal law — U.S. Code and appendices · legal_authorities
§ 7211. Establishment; administrative provisions
(a) Establishment of Board
There is established the Public Company Ac-
counting Oversight Board, to oversee the audit
of companies that are subject to the securities
laws, and related matters, in order to protect
the interests of investors and further the public
interest in the preparation of informative, accu-
rate, and independent audit reports. The Board
shall be a body corporate, operate as a nonprofit
corporation, and have succession until dissolved
by an Act of Congress.
(b) Status
The Board shall not be an agency or establish-
ment of the United States Government, and, ex-
cept as otherwise provided in this Act, shall be
subject to, and have all the powers conferred
upon a nonprofit corporation by, the District of
Columbia Nonprofit Corporation Act. No mem-
ber or person employed by, or agent for, the
Board shall be deemed to be an officer or em-
ployee of or agent for the Federal Government
by reason of such service.
(c) Duties of the Board
The Board shall, subject to action by the Com-
mission under section 7217 of this title, and once
a determination is made by the Commission
under subsection (d) of this section—
(1) register public accounting firms that pre-
pare audit reports for issuers, brokers, and
dealers, in accordance with section 7212 of this
title;
(2) establish or adopt, or both, by rule, audit-
ing, quality control, ethics, independence, and
other standards relating to the preparation of
Page 2321
TITLE 15—COMMERCE AND TRADE
§ 7211
audit reports for issuers, brokers, and dealers,
in accordance with section 7213 of this title;
(3) conduct inspections of registered public
accounting firms, in accordance with section
7214 of this title and the rules of the Board;
(4) cond
Stored review status: release_metadata_unconfirmed. The source passage cites 15 U.S.C. § 77a. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
§ 77a. Short title
This subchapter may be cited as the ‘‘Securi-
ties Act of 1933’’.
(May 27, 1933, ch. 38, title I, § 1, 48 Stat. 74.)
Statutory Notes and Related Subsidiaries
SHORT TITLE OF 2012 AMENDMENT
Pub. L. 112–142, § 1, July 9, 2012, 126 Stat. 989, provided
that: ‘‘This Act [amending section 77c of this title] may
be cited as the ‘Church Plan Investment Clarification
Act’.’’
Pub. L. 112–106, title III, § 301, Apr. 5, 2012, 126 Stat.
315, provided that: ‘‘This title [enacting section 77d–1 of
this title, amending sections 77d, 77r, 78c, 78l, and 78o of
this title, and enacting provisions set out as notes
under sections 77d, 77r, 78c, and 78l of this title] may be
cited as the ‘Capital Raising Online While Deterring
Fraud and Unethical Non-Disclosure Act of 2012’ or the
‘CROWDFUND Act’.’’
SHORT TITLE OF 1980 AMENDMENT
Pub. L. 96–477, title VI, § 601, Oct. 21, 1980, 94 Stat.
2294, provided that: ‘‘This title [amending sections 77b
and 77d of this title] may be cited as the ‘Small Busi-
ness Issuers’ Simplification Act of 1980’.’’
§ 77b. Definitions; promotion of efficiency, com-
petition, and capital formation
(a) Definitions
When used in this subchapter, unless the con-
text otherwise requires—
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77a. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Rules and regulations** The Commission shall have authority from time to time to make, amend, and rescind such rules and regulations as may be necessary to carry out the provisions of this subchapter, including rules and regulations governing registration statements and prospectuses for various classes of securities and issuers, and defining accounting, technical, and trade terms used in this subchapter. Among other things, the Commission shall have authority, for the purposes of this subchapter, to prescribe the form or forms in which required information shall be set forth, the items or details to be shown in the balance sheet and earning statement, and the methods to be followed in the preparation of accounts, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. The rules and regulations of the Commission shall be effective upon publication in the manner which the Commission shall prescribe. No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Commission, notwithstanding that such rule or regulation may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
**(b) Recognition of accounting standards**
(1) **In general** — In carrying out i
Stored review status: release_metadata_unconfirmed. The source passage cites 15 U.S.C. § 77s. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
§ 77s. Special powers of Commission
(a) Rules and regulations
The Commission shall have authority from
time to time to make, amend, and rescind such
rules and regulations as may be necessary to
carry out the provisions of this subchapter, in-
cluding rules and regulations governing reg-
istration statements and prospectuses for var-
ious classes of securities and issuers, and defin-
ing accounting, technical, and trade terms used
in this subchapter. Among other things, the
Commission shall have authority, for the pur-
poses of this subchapter, to prescribe the form
or forms in which required information shall be
set forth, the items or details to be shown in the
balance sheet and earning statement, and the
methods to be followed in the preparation of ac-
counts, in the appraisal or valuation of assets
and liabilities, in the determination of deprecia-
tion and depletion, in the differentiation of re-
curring and nonrecurring income, in the dif-
ferentiation of investment and operating in-
come, and in the preparation, where the Com-
mission deems it necessary or desirable, of con-
solidated balance sheets or income accounts of
any person directly or indirectly controlling or
controlled by the issuer, or any person under di-
rect or indirect common control with the issuer.
The rules and regulations of the Commission
shall be effective upon publication in the man-
ner which the Commission shall prescribe. No
provision of this subchapter imposing any liabil-
ity shall apply to any act done or omitted in
good faith in conformity with any rule or regu-
lation of the Commission, notwithstanding that
such rule or regulation may, after such act or
omission, be amended or rescinded or be deter-
mined by judicial or other authority to be in-
valid for any rea
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77s. This identifies an authority to review, not proof of applicability.