PCAOB Registration Requirements

I. Audits of Issuers

PCAOB Rule 2100 requires that each public accounting firm (including foreign firms) must register with the PCAOB if the firm:

            (a) prepares or issues any audit report with respect  to any issuer (i), or
            (b) plays a substantial role (ii) in the preparation or furnishing of an audit report with respect to any issuer.

The following resources are available to assist in determining whether PCAOB registration is necessary:

Definitions of Terms Issuer and Substantial Role

(i) PCAOB Rule 1001(i)(iii) - Definition of Issuer - The term "issuer" means an issuer (as defined in Section 3 of the Exchange Act), the securities of which are registered under Section 12 of that Act, or that is required to file reports under Section 15(d) of that Act, or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933, and that it has not withdrawn.

(ii) PCAOB Rule 1001(p)(ii) - Definition of Substantial Role - The phrase "play a substantial role in the preparation or furnishing of an audit report" means – 

(1)  to perform material services that a public accounting firm uses or relies on in issuing all or part of its 
       audit report with respect to any issuer, or 

(2)  to perform the majority of the audit procedures with respect to a subsidiary or component of any issuer the
       assets or revenues of which constitute 20% or more of the consolidated assets or revenues of such
       issuer necessary for the principal accountant to issue an audit report on the issuer.  

Note 1: For purposes of paragraph (1) of this definition, the term "material services" means services, for which the engagement hours or fees constitute 20% or more of the total engagement hours or fees, respectively, provided by the principal accountant in connection with the issuance of all or part of its audit report with respect to any issuer. The term does not include non-audit services provided to non-audit clients. 

Note 2: For purposes of paragraph (2) of this definition, the phrase "subsidiary or component" is meant to include any subsidiary, division, branch, office or other component of an issuer, regardless of its form of organization and/or control relationship with the issuer. 

Note 3: For purposes of determining "20% or more of the consolidated assets or revenues" under paragraph (2) of this Rule, this determination should be made at the beginning of the issuer's fiscal year using prior year information and should be made only once during the issuer's fiscal year.  

II. Audits of Non-Public Broker-Dealers

Section 17(e) of the Securities Exchange Act of 1934 (as amended by SOX) requires that financial statements of non-public broker-dealers filed with the SEC for fiscal years ending after December 31, 2008 to be certified by a PCAOB registered public accounting firm.  On July 21, 2010, Section 982 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) amended certain provisions of SOX to provide the PCAOB with oversight authority over auditors of brokers and dealers including the authority to subject those auditors to the PCAOB’s oversight regime of inspections and enforcement.  The Board is currently in the process of implementing its broker-dealer auditor oversight authority. The following resources may assist auditors of non-public broker-dealers with questions regarding PCAOB registration:
III. Audits of Investment Advisers

The SEC amended its custody and recordkeeping rules under the Investment Advisers Act of 1940 to require an annual surprise examination and verification of investment advisers with custody of client assets by an independent public accountant registered with, and subject to inspection by the PCAOB. Please refer to the following resources:

IV. Other PCAOB Registration Information

For further information regarding PCAOB registration: