As reported in the October 2 edition of Corporate and Financial Weekly Digest, the Securities and Exchange Commission extended the date for compliance by companies with a public float under $75 million (non-accelerated filers) with the Sarbanes-Oxley Act Section 404 requirement that management’s assessment of the effectiveness of internal control over financial reporting (ICFR) be audited by an independent registered public accounting firm. The attestation requirement, which was applicable to annual reports covering fiscal years ending on or after December 15, 2009, has been extended to annual reports covering fiscal years ending on or after June 15, 2010. On October 13, the SEC published the text of final rule amendments which will implement such extension.
Non-accelerated filers will continue to be required to disclose that their annual report does not include an auditor’s attestation report regarding ICFR. Management reports that are not accompanied by an auditor’s attestation report will continue to be considered “furnished” rather than “filed” with the SEC.
Although the requirement of non-accelerated filers to include an auditor’s attestation regarding management’s report on ICFR has been deferred a number of times, the SEC does not expect to further defer such obligation.
Click here for the complete text of the SEC’s adopting release.