On July 30, 2002, President Bush signed the Sarbanes-Oxley Act into law. The most dramatic change to federal securities laws since the 1930s, the "SOX" Act radically redesigned federal regulation of public company corporate governance and reporting obligations. It also significantly tightened accountability standards for directors and officers, auditors, securities analysts and legal counsel.
SOX applies to publicly held companies and their audit firms, dramatically affects the accounting profession, and impacts not only accounting firms, but also CPAs actively working as an auditor of, or for, a publicly traded company. Provisions of SOX detail criminal and civil penalties for noncompliance, certification of internal auditing and increased financial disclosure.
Section 404 requires that all annual financial reports must include an Internal Control Report, stating that management is responsible for an "adequate" internal control structure, and an assessment by management of the effectiveness of the control structure. Any shortcomings in these controls must also be included in the IRC, and must be reported to the Securities and Exchange Commission.
Section 802, Regulation SX, Rule 2-06 mandates the retention of documents used for financial audits and reporting, and requires documentation to be centrally controlled and tested to provide management-level visibility to any document retention weaknesses. All audit materials must be retained for a minimum of seven years.
Among the key changes to existing legislation:
- CEOs and CFOs must certify in each periodic report containing financial statements that the report fully complies with Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, and that the information fairly presents the company’s financial condition and results of operations.
- Certifying officers face penalties for false certification of $1,000,000 and/or up to 10 years in prison for “knowing” violation and $5,000,000 and/or up to 20 years in prison for “willing” violation.
- No public company may make, extend, modify or renew any personal loan to its executive officers or directors, with limited exceptions.
The Act also creates several new crimes for securities violations, including:
- Destroying, altering or falsifying records with the intent to impede or influence any federal investigation or bankruptcy proceeding
- Knowing and willful failure by an accountant to maintain all audit or workpapers for five years
- Knowingly executing a scheme to defraud investors in connection with any security
FACTA Land Ban Act of 1994
Federal Rules of Civil Procedure RCRA
Gramm-Leach-Bliley Act Safe Harbor Act
HIPAA Sarbanes-Oxley Act
IRS Revenue Procedure 98-25 SEC Regulation S-P
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