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Board Statement on the PCAOB Registration Process for Auditors of Nonpublic Broker-Dealers

This statement provides information for auditors of non-public broker-dealers about the Public Company Accounting Oversight Board’s registration process. By order of the Securities and Exchange Commission (the "SEC Order"), registration of such auditors had not been necessary. As a result of the SEC Order’s recent expiration, absent further action by the SEC, financial statements of non-public broker-dealers for fiscal years ending after December 31, 2008 must be certified by a registered public accounting firm.

To apply for registration with the Board, a firm must complete an electronic application form and pay an application fee. Information on how to register with the PCAOB and answers to frequently asked questions are available on the PCAOB’s Web site at www.pcaobus.org/Registration. Under the Sarbanes-Oxley Act and the Board’s rules, the Board must, within 45 days after receiving an application and application fee, approve the application, request additional information from the applicant, or provide a notice of hearing to determine whether to approve the application.

Pending the SEC’s approval of rules the Board adopted last year, all firms registered as of March 31, 2009 also will be required to file an annual report and pay an annual fee for 2009. Under those pending rules, firms that become registered after March 31, 2009 would not be required to file an annual report or pay an annual fee before 2010.

The Sarbanes-Oxley Act established the Board "to oversee the audit of public companies…." In carrying out its responsibilities, the Board, among other things, inspects registered firms’ performance of public company audits, and, when appropriate, imposes disciplinary sanctions on registered firms for violations arising out of public company audit work. The public should be aware that the Act does not, however, provide for Board oversight of private company audits. As a result, audits of non-public broker-dealers, like other private company audits, are not, under current law, subject to Board inspection and cannot be the basis for Board disciplinary action.

Questions about the Board’s registration process that are not addressed on the Board’s Web site may be directed to the registration staff’s helpline at (202) 207-9329. Questions about the requirement for a broker-dealer’s financial statements to be certified by a registered firm should be directed to the SEC.