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15 U.S.C. § 7211 — Definitions
Federal law — U.S. Code and appendices · legal_authorities
Except as otherwise specifically 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 question.
(2) **Audit** — The term “audit” means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under [section 7213 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213&num=0&edition=prelim), in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion 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 reporting 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 document or other record—
(A) prepared following an audit performed for purposes 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 regar
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Stable record: federal_law:legal_authorities:record_usc_1f874c3f0ac38fe73b511318
Source file: Laws/federal/codes/united-states-code/title-15/section-7211-definitions--cdc4727fd4.md
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Source location: Title 15, Chapter 98, § 7211; chapter-098-public-company-accounting-reform-and-corporate-responsibility.md
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Except as otherwise specifically 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 question.
(2) **Audit** — The term “audit” means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under [section 7213 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213&num=0&edition=prelim), in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion 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 reporting 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 document or other record—
(A) prepared following an audit performed for purposes 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 7211 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7211&num=0&edition=prelim).
(6) **Commission** — The term “Commission” means the Securities and Exchange Commission.
(7) **Issuer** — The term “issuer” means an issuer (as defined in [section 78c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c&num=0&edition=prelim)), the securities of which are registered under section 78l of this title, or that is required to file reports under section 78o(d) of this title, 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) 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 registered public accounting firm, other than those provided to an issuer in connection with an audit or a review of the financial statements of an issuer.
(9) **Person associated with a public accounting firm**
(A) *In general* — The terms “person associated with a public accounting firm” (or with a “registered public accounting firm”) and “associated person of a public accounting firm” (or of a “registered public accounting firm”) mean any individual proprietor, partner, shareholder, principal, accountant, or other professional employee of a public accounting firm, or any other independent contractor or entity that, in connection with the preparation or issuance of any audit report—
(i) shares in the profits of, or receives compensation in any other form from, that firm; or
(ii) participates as agent or otherwise on behalf of such accounting firm in any activity of that firm.
(B) *Exemption authority* — The Board may, by rule, exempt persons engaged only in ministerial tasks from the definition in subparagraph (A), to the extent that the Board determines that any such exemption is consistent with the purposes of this Act, the public interest, or the protection of investors.
(C) *Investigative and enforcement authority* — For purposes of sections 7202(c), 7211(c), 7215, and 7217(c) of this title and the rules of the Board and Commission issued thereunder, except to the extent specifically excepted by such rules, the terms defined in subparagraph (A) shall include any person associated, seeking to become associated, or formerly associated with a public accounting firm, except that—
(i) the authority to conduct an investigation of such person under [section 7215(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/b&num=0&edition=prelim) shall apply only with respect to any act or practice, or omission to act, by the person while such person was associated or seeking to become associated with a registered public accounting firm; and
(ii) the authority to commence a disciplinary proceeding under [section 7215(c)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/c/1&num=0&edition=prelim), or impose sanctions under [section 7215(c)(4) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/c/4&num=0&edition=prelim), against such person shall apply only with respect to—
(I) conduct occurring while such person was associated or seeking to become associated with a registered public accounting firm; or
(II) non-cooperation, as described in [section 7215(b)(3) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7215/b/3&num=0&edition=prelim), with respect to a demand in a Board investigation for testimony, documents, or other information relating to a period when such person was associated or seeking to become associated with a registered public accounting firm.
(10) **Professional standards** — The term “professional standards” means—
(A) accounting principles that are—
(i) established by the standard setting body described in section 19(b) of the Securities Act of 1933 [[15 U.S.C. 77s(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77s/b&num=0&edition=prelim)], or prescribed by the Commission under section 19(a) of that Act [[15 U.S.C. 77s(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77s/a&num=0&edition=prelim)] or [section 78m(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m/b&num=0&edition=prelim); and
(ii) relevant to audit reports for particular issuers, or dealt with in the quality control system of a particular registered public accounting firm; and
(B) auditing standards, standards for attestation engagements, quality control policies and procedures, ethical and competency standards, and independence standards (including rules implementing title II) that the Board or the Commission determines—
(i) relate to the preparation or issuance of audit reports for issuers; and
(ii) are established or adopted by the Board under [section 7213(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7213/a&num=0&edition=prelim), or are promulgated as rules of the Commission.
(11) **Public accounting firm** — The term “public accounting firm” means—
(A) a proprietorship, partnership, incorporated association, corporation, limited liability company, limited liability partnership, or other legal entity that is engaged in the practice of public accounting or preparing or issuing audit reports; and
(B) to the extent so designated by the rules of the Board, any associated person of any entity described in subparagraph (A).
(12) **Registered public accounting firm** — The term “registered public accounting firm” means a public accounting firm registered with the Board in accordance with this Act.
(13) **Rules of the Board** — The term “rules of the Board” means the bylaws and rules of the Board (as submitted to, and approved, modified, or amended by the Commission, in accordance with [section 7217 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7217&num=0&edition=prelim)), and those stated policies, practices, and interpretations of the Board that the Commission, by rule, may deem to be rules of the Board, as necessary or appropriate in the public interest or for the protection of investors.
(14) **Security** — The term “security” has the same meaning as in [section 78c(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a&num=0&edition=prelim).
(15) **Securities laws** — The term “securities laws” means the provisions of law referred to in [section 78c(a)(47) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/47&num=0&edition=prelim) and includes the rules, regulations, and orders issued by the Commission thereunder.
(16) **State** — The term “State” means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other territory or possession of the United States.
(17) **Foreign auditor oversight authority** — The term “foreign auditor oversight authority” means any governmental body or other entity empowered by a foreign government to conduct inspections of public accounting firms or otherwise to administer or enforce laws related to the regulation of public accounting firms.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Board shall establish, by rule, subject to the requirements of this section, fair procedures for the investigation and disciplining of registered public accounting firms and associated persons of such firms.
**(b) Investigations**
(1) **Authority** — In accordance with the rules of the Board, the Board may conduct an investigation of any act or practice, or omission to act, by a registered public accounting firm, any associated person of such firm, or both, that may violate any provision of this Act, the rules of the Board, the provisions of the securities laws relating to the preparation and issuance of audit reports and the obligations and liabilities of accountants with respect thereto, including the rules of the Commission issued under this Act, or professional standards, regardless of how the act, practice, or omission is brought to the attention of the Board.
(2) **Testimony and document production** — In addition to such other actions as the Board determines to be necessary or appropriate, the rules of the Board may—
(A) require the testimony of the firm or of any person associated with a registered public accounting firm, with respect to any matter that the Board considers relevant or material to an investigation;
(B) require the production of audit work papers and any other document or information in the possession of a registered public accounting firm or any associated person thereof, wherever domiciled, that the Board considers relevant or material to the investigation, and may inspect the books and records of such firm or associated person to verify the accuracy of any documents or information supplied;
(C) request the testimony of, and production of any document in the possession of, any other person, including any client
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 7217
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Secretary is authorized to promulgate regulations to implement and administer the grant programs and undertakings authorized by this subchapter.
**(b) Regulatory authority** Regulations prescribed under this section may contain such classifications, differentiations, or other provisions, and may provide for such adjustments and exceptions for any class of grant programs, undertakings, or eligible entities, as, in the judgment of the Secretary, are necessary or proper to effectuate the purposes of this subchapter, to prevent circumvention or evasion of this subchapter, or to facilitate compliance with this subchapter.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Mandatory registration** It shall be unlawful for any person that is not a registered public accounting firm to prepare or issue, or to participate in the preparation or issuance of, any audit report with respect to any issuer, broker, or dealer.
**(b) Applications for registration**
(1) **Form of application** — A public accounting firm shall use such form as the Board may prescribe, by rule, to apply for registration under this section.
(2) **Contents of applications** — Each public accounting firm shall submit, as part of its application for registration, in such detail as the Board shall specify—
(A) the names of all issuers, brokers, and dealers for which the firm prepared or issued audit reports during the immediately preceding calendar year, and for which the firm expects to prepare or issue audit reports during the current calendar year;
(B) the annual fees received by the firm from each such issuer, broker, or dealer for audit services, other accounting services, and non-audit services, respectively;
(C) such other current financial information for the most recently completed fiscal year of the firm as the Board may reasonably request;
(D) a statement of the quality control policies of the firm for its accounting and auditing practices;
(E) a list of all accountants associated with the firm who participate in or contribute to the preparation of audit reports, stating the license or certification number of each such person, as well as the State license numbers of the firm itself;
(F) information relating to criminal, civil, or administrative actions or disciplinary proceedings pending against the firm or any associated person of the firm in connection with any audit report;
(G) copies of any periodic or annual disclosure filed by an
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 7214
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Auditing, quality control, and ethics standards**
(1) **In general** — The Board shall, by rule, establish, including, to the extent it determines appropriate, through adoption of standards proposed by 1 or more professional groups of accountants designated pursuant to paragraph (3)(A) or advisory groups convened pursuant to paragraph (4), and amend or otherwise modify or alter, such auditing and related attestation standards, such quality control standards, such ethics standards, and such independence standards to be used by registered public accounting firms in the preparation and issuance of audit reports, as required by this Act or the rules of the Commission, or as may be necessary or appropriate in the public interest or for the protection of investors.
(2) **Rule requirements** — In carrying out paragraph (1), the Board—
(A) shall include in the auditing standards that it adopts, requirements that each registered public accounting firm shall—
(i) prepare, and maintain for a period of not less than 7 years, audit work papers, and other information related to any audit report, in sufficient detail to support the conclusions reached in such report;
(ii) provide a concurring or second partner review and approval of such audit report (and other related information), and concurring approval in its issuance, by a qualified person (as prescribed by the Board) associated with the public accounting firm, other than the person in charge of the audit, or by an independent reviewer (as prescribed by the Board); and
(iii) in each audit report for an issuer, describe the scope of the auditor’s testing of the internal control structure and procedures of the issuer, required by [section 7262(b) of this title](https://uscode.house.gov/view.xhtml?req=granu
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment of Board** There is established the Public Company Accounting Oversight Board, to oversee the audit of companies that are subject to the securities laws, and related matters, in order to protect the interests of investors and further the public interest in the preparation of informative, accurate, and independent audit reports. The Board shall be a body corporate, operate as a nonprofit corporation, and have succession until dissolved by an Act of Congress.
**(b) Status** The Board shall not be an agency or establishment of the United States Government, and, except as otherwise provided in this Act, shall be subject to, and have all the powers conferred upon a nonprofit corporation by, the District of Columbia Nonprofit Corporation Act. No member or person employed by, or agent for, the Board shall be deemed to be an officer or employee of or agent for the Federal Government by reason of such service.
**(c) Duties of the Board** The Board shall, subject to action by the Commission under [section 7217 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7217&num=0&edition=prelim), and once a determination is made by the Commission under subsection (d) of this section—
(1) register public accounting firms that prepare audit reports for issuers, brokers, and dealers, in accordance with [section 7212 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7212&num=0&edition=prelim);
(2) establish or adopt, or both, by rule, auditing, quality control, ethics, independence, and other standards relating to the preparation of audit reports for issuers, brokers, and dealers, in accordance with [section 7213 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-t
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Definitions** When used in this chapter, unless the context otherwise requires—
(1) The term “exchange” means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange.
(2) The term “facility” when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service.
(3)
(A) The term “member” when used with respect to a national securities exchange means (i) any natural person permitted to effect transactions on the floor of the exchange without the services of another person acting as broker, (ii) any registered broker or dealer with which such a natural person is associated, (iii) any registered broker or dealer permitted to designate as a representative such a natural person, and (iv) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. For purposes of section
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Federal law — U.S. Code and appendices · legal_authorities
As used in this Act, the following definitions shall apply, except as the context otherwise requires or as otherwise specifically provided in this Act:
(1) **Affiliate** — The term “affiliate” has the same meaning as in [section 1813 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1813&num=0&edition=prelim).
(2) **Appropriate Federal banking agency** — On and after the transfer date, the term “appropriate Federal banking agency” has the same meaning as in [section 1813(q) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1813/q&num=0&edition=prelim), as amended by title III.11 See References in Text note below.
(3) **Board of Governors** — The term “Board of Governors” means the Board of Governors of the Federal Reserve System.
(4) **Bureau** — The term “Bureau” means the Bureau of Consumer Financial Protection established under title X.1
(5) **Commission** — The term “Commission” means the Securities and Exchange Commission, except in the context of the Commodity Futures Trading Commission.
(6) **Commodity futures terms** — The terms “futures commission merchant”, “swap”, “swap dealer”, “swap execution facility”, “derivatives clearing organization”, “board of trade”, “commodity trading advisor”, “commodity pool”, and “commodity pool operator” have the same meanings as given the terms in section 1a of the Commodity Exchange Act ([7 U.S.C. 1](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title7-section1&num=0&edition=prelim) et seq.) [[7 U.S.C. 1a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title7-section1a&num=0&edition=prelim)].
(7) **Corporation** — The term “Corporation” means the Federal Deposit Insurance Corporation.
(8) **Council** — The ter
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** Definitions and rules of construction set forth in this section are applicable for the purposes of this subchapter.
**(b)** The term “person” means any individual, partnership, corporation, trust, estate, cooperative, association, government or governmental subdivision or agency, or other entity.
**(c)** The term “consumer” means an individual.
**(d) Consumer Report.—**
(1) **In general.—** — The term “consumer report” means any written, oral, or other communication of any information by a consumer reporting agency bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in establishing the consumer’s eligibility for—
(A) credit or insurance to be used primarily for personal, family, or household purposes;
(B) employment purposes; or
(C) any other purpose authorized under [section 1681b of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section1681b&num=0&edition=prelim).
(2) **Exclusions.—** — Except as provided in paragraph (3), the term “consumer report” does not include—
(A) subject to [section 1681s–3 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section1681s-3&num=0&edition=prelim), any—
(i) report containing information solely as to transactions or experiences between the consumer and the person making the report;
(ii) communication of that information among persons related by common ownership or affiliated by corporate control; or
(iii) communication of other information among persons related by common ownership or affiliated by corporate control, if it
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** Each audit required pursuant to this chapter of the financial statements of an issuer by a registered public accounting firm shall include, in accordance with generally accepted auditing standards, as may be modified or supplemented from time to time by the Commission—
(1) procedures designed to provide reasonable assurance of detecting illegal acts that would have a direct and material effect on the determination of financial statement amounts;
(2) procedures designed to identify related party transactions that are material to the financial statements or otherwise require disclosure therein; and
(3) an evaluation of whether there is substantial doubt about the ability of the issuer to continue as a going concern during the ensuing fiscal year.
**(b) Required response to audit discoveries**
(1) **Investigation and report to management** — If, in the course of conducting an audit pursuant to this chapter to which subsection (a) applies, the registered public accounting firm detects or otherwise becomes aware of information indicating that an illegal act (whether or not perceived to have a material effect on the financial statements of the issuer) has or may have occurred, the firm shall, in accordance with generally accepted auditing standards, as may be modified or supplemented from time to time by the Commission—
(A)
(i) determine whether it is likely that an illegal act has occurred; and
(ii) if so, determine and consider the possible effect of the illegal act on the financial statements of the issuer, including any contingent monetary effects, such as fines, penalties, and damages; and
(B) as soon as practicable, inform the appropriate level of the management of the issuer and assure that the audit committee of the issuer, or t
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