Effective Date of PCAOB Rules Requiring Reporting By Registered Firms Revised
The Public Company Accounting Oversight Board announced today a change in the effective date of new rules and forms that require reporting by registered public accounting firms and that provide for succeeding to the registration status of a predecessor firm. The rules, rule amendments, and forms were approved by the Securities and Exchange Commission on August 13, 2009, and were previously scheduled to take effect on October 12, 2009. The Board is postponing the effective date to December 31, 2009, in order to resolve technical issues related to deploying the Board’s new Web-based system for processing and publishing filings on the new forms.
The postponement will not affect the timing of the first annual reports required from registered firms, which will still be due on June 30, 2010 for the 12-month period ending March 31, 2010. The Board encourages registered firms to become familiar with the relevant filing deadlines, including some that are affected by the change in the effective date of the rules, as described below.
Special Reports - Form 3. Under the new rules, certain events that occur on or after the December 31 effective date must be reported by a registered firm in a special report on PCAOB Form 3 within 30 days after the event. If certain events occurred between the time of a firm’s registration application and the December 31 effective date, a firm must report those events in a special report on Form 3 within 30 days after the December 31 effective date. Accordingly, the earliest potential deadline for any firm’s filing of a special report on Form 3 is February 1, 2010 (because January 30 is a Saturday). Form 3 reportable events range from administrative matters such as changes in a firm's contact information to more substantive matters, including, for example, the institution of certain types of legal proceedings against a firm or its personnel.
Succession to a Predecessor’s Registration Status – Form 4. The new rules also govern the filing of an optional form, Form 4, that, in certain circumstances, allows a firm to succeed to the registration status of a predecessor firm without a break in that registration status and without the need to file a new registration application on Form 1. Firms seeking to avail themselves of that option with respect to successions that occurred before December 31, 2009 would need to file a Form 4 with respect to those successions by January 14, 2010. Firms that have previously communicated with the Registration staff about successions are reminded that such communications and informal resolution with the staff do not substitute for the filing of Form 4, and all such firms should file a Form 4 by January 14, 2010.
Annual Reports – Form 2. The revised effective date does not affect the deadline for firms’ annual reports on Form 2. Beginning in 2010, all firms that are registered with the Board as of March 31 of a particular year must, by June 30 of that year, file an annual report on Form 2 covering the 12-month period ending March 31. Information to be reported annually includes, among other things, information about audit reports issued, disciplinary histories of new personnel, and certain information about fees billed to issuer audit clients for various categories of services.
Annual Fee. The revised effective date also does not change the deadline for the annual fee due from registered firms. Beginning in 2010, all firms registered as of March 31 of a given year must pay an annual fee by July 31 of that year. The Board will announce the amount of the annual fee at a later date.
Like the Form 1 registration application, Forms 2, 3, and 4 must be filed electronically through the Board’s Web-based system. To file those reports, registered firms must access the Board’s reporting system and will need Internet Explorer 6.0 and later or Firefox 2.0 and later. Registered firms may complete Forms 2 and 3 as Web forms or in XML. Form 4 may be completed only as a Web form. Exhibits required to be included with any form must be submitted in PDF, GIF or JPEG format.
Closer to the effective date, the Board will publish additional guidance for registered firms concerning use of the Web-based filing system and concerning compliance with the substantive reporting requirements. Detailed information concerning the substantive requirements is currently available in the Board’s adopting releases at the following links: