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G:\Comp\Sec\Sarbanes-Oxley Act of 2002.Xml G:\COMP\SEC\SARBANES-OXLEY ACT OF 2002.XML SARBANES-OXLEY ACT OF 2002 [Public Law 107–204, Approved July 30, 2002, 116 Stat. 745] [As Amended Through P.L. 116–222, Enacted December 18, 2020] øCurrency: This publication is a compilation of the text of Public Law 107–204. It was last amended by the public law listed in the As Amended Through note above and below at the bottom of each page of the pdf version and reflects current law through the date of the enactment of the public law listed at https:// www.govinfo.gov/app/collection/comps/¿ øNote: While this publication does not represent an official version of any Federal statute, substantial efforts have been made to ensure the accuracy of its contents. The official version of Federal law is found in the United States Statutes at Large and in the United States Code. The legal effect to be given to the Statutes at Large and the United States Code is established by statute (1 U.S.C. 112, 204).¿ AN ACT To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1. ø15 U.S.C. 7201 note¿ SHORT TITLE; TABLE OF CONTENTS. 1 (a) SHORT TITLE.—This Act may be cited as the ‘‘Sarbanes- Oxley Act of 2002’’. (b) TABLE OF CONTENTS.—The table of contents for this Act is as follows: Sec. 1. Short title; table of contents. Sec. 2. Definitions. Sec. 3. Commission rules and enforcement. TITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD Sec. 101. Establishment; administrative provisions. Sec. 102. Registration with the Board. Sec. 103. Auditing, quality control, and independence standards and rules. Sec. 104. Inspections of registered public accounting firms. Sec. 105. Investigations and disciplinary proceedings. Sec. 106. Foreign public accounting firms. Sec. 107. Commission oversight of the Board. Sec. 108. Accounting standards. Sec. 109. Funding. TITLE II—AUDITOR INDEPENDENCE Sec. 201. Services outside the scope of practice of auditors. Sec. 202. Preapproval requirements. Sec. 203. Audit partner rotation. Sec. 204. Auditor reports to audit committees. Sec. 205. Conforming amendments. Sec. 206. Conflicts of interest. Sec. 207. Study of mandatory rotation of registered public accounting firms. 1 The Sarbanes-Oxley Act of 2002 largely amended other Acts and the amendatory provisions are not shown, however certain provisions, as amended, do appear elsewhere in this compilation. 1 December 21, 2020 As Amended Through P.L. 116-222, Enacted December 18, 2020 VerDate Mar 15 2010 18:34 Dec 21, 2020 Jkt 000000 PO 00000 Frm 00001 Fmt 9001 Sfmt 6611 G:\COMP\SEC\SAO2.BEL HOLC G:\COMP\SEC\SARBANES-OXLEY ACT OF 2002.XML Sec. 1 SARBANES-OXLEY ACT OF 2002 2 Sec. 208. Commission authority. Sec. 209. Considerations by appropriate State regulatory authorities. TITLE III—CORPORATE RESPONSIBILITY Sec. 301. Public company audit committees. Sec. 302. Corporate responsibility for financial reports. Sec. 303. Improper influence on conduct of audits. Sec. 304. Forfeiture of certain bonuses and profits. Sec. 305. Officer and director bars and penalties. Sec. 306. Insider trades during pension fund blackout periods. Sec. 307. Rules of professional responsibility for attorneys. Sec. 308. Fair funds for investors. TITLE IV—ENHANCED FINANCIAL DISCLOSURES Sec. 401. Disclosures in periodic reports. Sec. 402. Enhanced conflict of interest provisions. Sec. 403. Disclosures of transactions involving management and principal stock- holders. Sec. 404. Management assessment of internal controls. Sec. 405. Exemption. Sec. 406. Code of ethics for senior financial officers. Sec. 407. Disclosure of audit committee financial expert. Sec. 408. Enhanced review of periodic disclosures by issuers. Sec. 409. Real time issuer disclosures. TITLE V—ANALYST CONFLICTS OF INTEREST Sec. 501. Treatment of securities analysts by registered securities associations and national securities exchanges. TITLE VI—COMMISSION RESOURCES AND AUTHORITY Sec. 601. Authorization of appropriations. Sec. 602. Appearance and practice before the Commission. Sec. 603. Federal court authority to impose penny stock bars. Sec. 604. Qualifications of associated persons of brokers and dealers. TITLE VII—STUDIES AND REPORTS Sec. 701. GAO study and report regarding consolidation of public accounting firms. Sec. 702. Commission study and report regarding credit rating agencies. Sec. 703. Study and report on violators and violations Sec. 704. Study of enforcement actions. Sec. 705. Study of investment banks. TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY Sec. 801. Short title. Sec. 802. Criminal penalties for altering documents. Sec. 803. Debts nondischargeable if incurred in violation of securities fraud laws. Sec. 804. Statute of limitations for securities fraud. Sec. 805. Review of Federal Sentencing Guidelines for obstruction of justice and ex- tensive criminal fraud. Sec. 806. Protection for employees of publicly traded companies who provide evi- dence of fraud. Sec. 807. Criminal penalties for defrauding shareholders of publicly traded compa- nies. TITLE IX—WHITE-COLLAR CRIME PENALTY ENHANCEMENTS Sec. 901. Short title. Sec. 902. Attempts and conspiracies to commit criminal fraud offenses. Sec. 903. Criminal penalties for mail and wire fraud. Sec. 904. Criminal penalties for violations of the Employee Retirement Income Se- curity Act of 1974. Sec. 905. Amendment to sentencing guidelines relating to certain white-collar of- fenses. Sec. 906. Corporate responsibility for financial reports. December 21, 2020 As Amended Through P.L. 116-222, Enacted December 18, 2020 VerDate Mar 15 2010 18:34 Dec 21, 2020 Jkt 000000 PO 00000 Frm 00002 Fmt 9001 Sfmt 6611 G:\COMP\SEC\SAO2.BEL HOLC G:\COMP\SEC\SARBANES-OXLEY ACT OF 2002.XML 3 SARBANES-OXLEY ACT OF 2002 Sec. 2 TITLE X—CORPORATE TAX RETURNS Sec. 1001. Sense of the Senate regarding the signing of corporate tax returns by chief executive officers. TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY Sec. 1101. Short title. Sec. 1102. Tampering with a record or otherwise impeding an official proceeding. Sec. 1103. Temporary freeze authority for the Securities and Exchange Commis- sion. Sec. 1104. Amendment to the Federal Sentencing Guidelines. Sec. 1105. Authority of the Commission to prohibit persons from serving as officers or directors. Sec. 1106. Increased criminal penalties under Securities Exchange Act of 1934. Sec. 1107. Retaliation against informants. SEC. 2. DEFINITIONS. (a) ø15 U.S.C. 7201¿ IN GENERAL.—Except as otherwise spe- cifically 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 ques- tion. (2) AUDIT.—The term ‘‘audit’’ means an examination of the financial statements of any issuer by an independent public ac- counting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of appli- cable rules of the Board under section 103, in accordance with then-applicable generally accepted auditing and related stand- ards for such purposes), for the purpose of expressing an opin- ion 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 report- ing 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 docu- ment or other record— (A) prepared following an audit performed for pur- poses 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 101. (6) COMMISSION.—The term ‘‘Commission’’ means the Secu- rities and Exchange Commission. December 21, 2020 As Amended Through P.L. 116-222, Enacted December 18, 2020 VerDate Mar 15 2010 18:34 Dec 21, 2020 Jkt 000000 PO 00000 Frm 00003 Fmt 9001 Sfmt 9001 G:\COMP\SEC\SAO2.BEL HOLC G:\COMP\SEC\SARBANES-OXLEY ACT OF 2002.XML Sec. 2 SARBANES-OXLEY ACT OF 2002 4 (7) ISSUER.—The term ‘‘issuer’’ means an issuer (as defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c)), the securities of which are registered under section 12 of that Act (15 U.S.C. 78l), or that is required to file reports under section 15(d) (15 U.S.C. 78o(d)), 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 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 reg- istered public accounting firm, other than those provided to an issuer in connection with an audit or a review of the financial statements
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