File No. PCAOB-2004-01 Page No. 001 File No. PCAOB-2004-01 Consists of 317 Pages SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________________ Form 19b-4 Proposed Rules by Public Company Accounting Oversight Board In Accordance with Rule 19b-4 under the Securities Exchange Act of 1934 File No. PCAOB-2004-01 Page No. 002 1. Text of the Proposed Amendment (a) Pursuant to the provisions of Section 107(b) of the Sarbanes-Oxley Act of 2002 (the "Act"), the Public Company Accounting Oversight Board (the "Board" or the "PCAOB") is filing with the Securities and Exchange Commission ("SEC" or "Commission") a proposed rule amending PCAOB Rule 2100, "Registration Requirements for Public Accounting Firms,” to change the effective date of the registration requirement for foreign public accounting firms. The proposal changes the effective date of that requirement to July 19, 2004. The proposed rule is attached as Exhibit A to this rule filing. (b) Not applicable. (c) Not applicable. 2. Procedures of the Board (a) The Board approved the proposed rule, and authorized it for filing with the SEC, at its Open Meeting on March 9, 2004. No other action by the Board is necessary for the filing of this proposed rule. (b) Questions regarding this rule filing may be directed to Gordon Seymour, Deputy General Counsel (202-207-9034; [email protected]) or Michael Stevenson, Associate General Counsel (202-207-9054; [email protected]). 3. Statement of the Purpose of, and the Statutory Basis for the Proposed Rule (a) Purpose As originally proposed, the Board's registration rules would require that, effective April 19, 2004, a foreign public accounting firm that prepares or issues any audit report with respect to any issuer, or plays a substantial role in the preparation or furnishing of File No. PCAOB-2004-01 Page No. 003 an audit report with respect to any issuer, must be registered with the Board. The purpose of the proposed rule is to change the effective date of that requirement to July 19, 2004. (b) Statutory Basis The statutory basis for the proposed rules on funding is Title I of the Act. 4. Board's Statement on Burden on Competition The Board does not believe that the proposed rule will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule changes the effective date of the registration requirement for foreign public accounting firms to July 19, 2004. 5. Board's Statement on Comments on the Proposed Rules Received from the Public The Board released the proposed rule for public comment on December 10, 2003, as one of a group of rule proposals related to Board oversight of foreign public accounting firms. See Exhibit 2(a)A. The Board received 22 written comment letters. See Exhibits 2(a)B and 2(a)C. The Board has carefully considered the comments that address the Board's proposed rule to change the effective date of the registration requirement for foreign public accounting firms. The Board's response to the comments it received is summarized in Exhibit 3 to this filing. 6. Extension of Time Period for Commission Action The Board does not consent to an extension of the time period specified in Section 19(b)(2) of the Exchange Act. File No. PCAOB-2004-01 Page No. 004 7. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for Accelerated Effectiveness Pursuant to Section 19(b)(2) Pursuant to Section 19(b)(2) of the Exchange Act, the Board requests accelerated effectiveness for the proposed rule. Good cause exists for accelerated effectiveness. Existing PCAOB Rule 2100 provides that the effective date of the registration requirement for foreign public accounting firms is April 19, 2004. Under section 102(c)(1) of the Act and PCAOB Rule 2106(b), the Board has 45 days within which to act on an application. Accordingly, a prospective applicant who seeks to ensure that it allows sufficient time for Board action before the current April 19 effective date would need to submit its application very soon, as April 19 is now less than 45 days in the future. The effect of the rule change would therefore be most meaningful if prospective applicants know as soon as possible that they need not attempt to meet an April 19 effective date for the registration requirement. Moreover, if the proposed rule change is not given accelerated effectiveness, the rule change would not take effect until after April 19, which would defeat the purpose of the rule change for those applicants who would need to be in compliance as of the April 19 date. In addition, the proposed rule change is not controversial and will not be prejudicial to any persons. 8. Proposed Rules Based on Rules of Another Board or of the Commission The proposed rule is not based on the rules of another board or of the Commission. File No. PCAOB-2004-01 Page No. 005 9. Exhibit Exhibit A – Text of the Proposed Rules Exhibit 1 – Form of Notice of Proposed Rule for Publication in the Federal Register. Exhibit 2(a)A – PCAOB Release No. 2003-024 (December 10, 2003). Exhibit 2(a)B – Alphabetical List of Comments Exhibit 2(a)C – Written comments on the rule proposed in PCAOB Release No. 2003-024 Exhibit 3 – PCAOB Release No. 2004-003 (March 11, 2004) 10. Signature Pursuant to the requirements of the Act and the Securities Exchange Act of 1934, as amended, the Board has duly caused this filing to be signed on its behalf by the undersigned thereunto duly authorized. Public Company Accounting Oversight Board BY: ________________________________ William J. McDonough, Chairman Date: March 15, 2003 File No. PCAOB-2004-01 Page No. 006 Exhibit A – Text of Proposed Rule 2100 (Additions underlined, deletion bracketed) Rule 2100. Registration Requirements for Public Accounting Firms Effective October 22, 2003 (or, for foreign public accounting firms, [April]July 19, 2004), each public accounting firm that – (a) prepares or issues any audit report with respect to any issuer; or (b) plays a substantial role in the preparation or furnishing of an audit report with respect to any issuer must be registered with the Board. File No. PCAOB-2004-01 Page No. 007 EXHIBIT 1 SECURITIES AND EXCHANGE COMMISSION (Release No. 34- ; File No. PCAOB-2004-01) [Date] Public Company Accounting Oversight Board; Notice of Filing of Proposed Rule on Registration Deadline for Non-U.S. Public Accounting Firms Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the "Act"), notice is hereby given that on March 15, 2003, the Public Company Accounting Oversight Board (the "Board" or the "PCAOB") filed with the Securities and Exchange Commission (the "Commission") the proposed rule described in Items I, II, and III below, which items have been prepared by the Board. The Commission is publishing this notice to solicit comments on the proposed rule from interested persons. I. Board's Statement of the Terms of Substance of the Proposed Rule On March 9, 2003, the Board adopted a rule amending PCAOB Rule 2100, "Registration Requirements for Public Accounting Firms,” to change the effective date of the registration requirement for foreign public accounting firms. The proposal changes the effective date of that requirement to July 19, 2004. PCAOB Rule 2100, as the Board proposes to amend it, is set out below, with underlining indicating the text that is added by the amendments adopted by the Board. File No. PCAOB-2004-01 Page No. 008 Text of the Proposed Rule RULES OF THE BOARD * * * SECTION 2. REGISTRATION AND REPORTING Part 1 – Registration of Public Accounting Firms Rule 2100. Registration Requirements for Public Accounting Firms Effective October 22, 2003 (or, for foreign public accounting firms, [April]July 19, 2004), each public accounting firm that – (a) prepares or issues any audit report with respect to any issuer; or (b) plays a substantial role in the preparation or furnishing of an audit report with respect to any issuer must be registered with the Board. * * * II. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule In its filing with the Commission, the Board included statements concerning the purpose of, and basis for, the proposed rule and discussed any comments it received on the proposed rule. The text of these statements may be examined at the places specified in Item IV below. The Board has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. File No. PCAOB-2004-01 Page No. 009 A. Board's Statement of the Purpose Of, and Statutory Basis for, the Proposed Rule (a) Purpose As originally proposed, the Board's registration rules would require that, effective April 19, 2004, a foreign public accounting firm that prepares or issues any audit report with respect to any issuer, or plays a substantial role in the preparation or furnishing of an audit report with respect to any issuer, must be registered with the Board. The purpose of the proposed rule is to change the effective date of that requirement to July 19, 2004. (b) Statutory Basis The statutory basis for the proposed rule is Title I of the Act. B. Board's Statement on Burden on Competition The Board does not believe that the proposed rule will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule changes the effective date of the registration requirement for foreign public accounting firms to July 19, 2004.