The SEC adopted interim final amendments to Forms 20-F, 40-F, 10-K and/or N-CSR. The amendments apply to registrants that have to comply with disclosure and submission requirements under the Holding Foreign Companies Accountable Act ("HFCA Act").
As previously covered, the HFCA Act requires the SEC to determine whether a registered issuer has engaged an accounting firm located in a foreign jurisdiction that the Public Company Accounting Oversight Board (or "PCAOB") is not able to inspect because of a position taken by an authority in the foreign jurisdiction. In such cases, the SEC is required to obtain from the registered issuer "documentation that establishes the covered issuer is not owned or controlled by a governmental entity in the foreign jurisdiction" of the relevant accounting firm.
In the interim final rule and request for comment, the SEC stated that, although the HFCA Act does not mandate rule or form changes, amending these forms will help issuers comply with the HFCA Act. Therefore, the SEC amended its forms to:
Comments on the amendments must be submitted within 30 days of their publication in the Federal Register, which is also when the amendments will go into effect.
Congress passed the Holding Foreign Companies Accountable Act, which would require a "foreign issuer" to disclose if its registered public accounting firm is located in a foreign jurisdiction that prevents the Public Company Accounting Oversight Board from conducting audit inspections.
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