Consultation Process

Registered firms may request a consultation with OCA on the interpretation and application of PCAOB auditing, attestation, and quality control standards and related rules and forms (such as PCAOB Rule 3211 and Form AP) as well as PCAOB standards and rules on ethics and independence.

Firms are strongly encouraged to contact OCA through its External Inquiry Process for informal, preliminary discussion prior to submitting a consultation request.

A request for consultation should be submitted by completing the Consultation Intake Form. As the form provides, the submission should include:

• Name and contact information (telephone number and email address) for a contact person with the firm. If the firm has a national office or other centralized expert resources, the contact person is expected to be a representative of that office / resource;
• One or more questions regarding the interpretation or application of PCAOB requirements, including the name of the company under audit (unless the question calls only for interpretation of language in PCAOB standards, rules, or forms);
• Relevant PCAOB standard(s), rule(s) and form(s), published guidance, and any previous consultations the firm considers relevant;
• The firm’s interpretation of the relevant standard(s)/rule(s) and proposed course of action;
• Other technical resources consulted, such as national office personnel and firm guidance;
• Confirmation that the issue does not arise in connection with any pending inspection, investigation, or remediation matter, or other pending or threatened disciplinary action or litigation; and
• An indication of any specific timing concerns related to the request.

OCA will acknowledge receipt of the request promptly via email.

Submitting a consultation request does not guarantee that a response will be provided. OCA staff has discretion to decide whether to respond. The following are examples of situations in which, as a matter of policy, OCA will not respond:

• The request relates to an issue arising in an ongoing PCAOB inspection, enforcement, or remediation matter or to pending or threatened litigation of which staff is or becomes aware.
• The firm seeks assurances that the PCAOB will not undertake enforcement or inspection action, or will accept remediation, under specified circumstances.
• The firm does not provide complete, accurate facts either initially or upon request.
• The request concerns application of a standard or rule to a hypothetical or vague scenario.
• The request seeks interpretive advice on activities or conduct that has already occurred.
• The request raises questions that depend on the overall context and plan of the audit, such that all of the relevant facts cannot be isolated and captured in the request, or that depend on the exercise of auditor judgment, such as risk assessment and the determination of critical audit matters.

While the PCAOB does not currently intend to make consultation requests and responses public, firms should note that their submissions, including supporting materials, likely are not subject to confidentiality protections under Section 105(b)(5)(A) of the Sarbanes-Oxley Act.

Although OCA strives to provide timely consultation responses, the amount of time between receipt of a submission and delivery of a response may vary based on a number of factors, including the complexity of the issue, the thoroughness of the initial submission, and the responsiveness of the firm. Unless the OCA staff determines that it cannot provide a response, OCA staff will generally reach out to the firm via conference call:  first, if necessary, to confirm the information submitted through the Consultation Intake Form and request any additional information the staff believes is needed; and subsequently, to provide its response.

A firm should understand that OCA’s responses to consultation requests are not rules, standards, or statements of the Board, and the Board has neither approved nor disapproved the staff’s responses or interpretations. Due to their informal nature, these responses are not necessarily binding on OCA, the Division of Registration and Inspections, the Division of Enforcement and Investigations, the Board, or the Securities and Exchange Commission and its staff. OCA’s responses do not constitute legal advice, for which firms should consult with their own attorneys.

For a firm’s records, upon the completion of a consultation with OCA, a firm may prepare and send to the staff a letter describing the firm’s understanding of the staff’s position. In these instances, a draft of the letter should be sent for staff review. After review, OCA staff (i) may call the firm back to confirm that the firm’s description of the staff position is accurate, and (ii) will call the firm back to clarify staff’s position if the letter contains incorrect or incomplete information, including any suggestion that OCA “owns” or has dictated the firm’s conclusion. The final letter will be retained in the PCAOB’s files.

After receiving OCA’s response, a firm may request reconsideration by the Chief Auditor and submit updated or additional information. Following consideration of such information, OCA staff will schedule a conference call to discuss the results of the reconsideration.