Board Determinations Under the Holding Foreign Companies Accountable Act

In December 2020, Congress amended the Sarbanes-Oxley Act by enacting the Holding Foreign Companies Accountable Act (HFCAA), 15 U.S.C. §§ 7214(i), 7214a. The HFCAA requires the Board to determine whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The HFCAA also mandates that after the Board makes such a determination, the U.S. Securities and Exchange Commission take certain actions with respect to covered issuers that retain firms subject to a Board determination. 

To implement the HFCAA’s mandate, the Board adopted PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which became effective on November 4, 2021.  

As its name suggests, Rule 6100 provides a framework for Board determinations under the HFCAA, including establishing:

  • The manner of the Board’s determinations;
  • The factors the Board will evaluate and the documents and information the Board will consider when assessing whether a determination is warranted;
  • The form, public availability, effective date, and duration of such determinations; and
  • The process by which the Board will reaffirm, modify, or vacate any such determinations. 

For a more complete discussion of Rule 6100, the HFCAA, and the Board’s oversight of non-U.S. registered firms, see PCAOB Release No. 2021-004 and our International page.

Reports of Board Determinations Pursuant to Rule 6100

Below is a list of reports of Board determinations pursuant to Rule 6100 that are currently in effect. Each report describes the Board’s assessment and basis for the determination and has been redacted in accordance with Rule 6100(e)(2). Each report also includes an appendix that identifies the registered public accounting firm(s) to which the determination applies by (i) the name under which the firm is registered with the Board and (ii) the firm’s identification number with the Board.

Rule 6100 authorizes the Board to make additional determinations when facts and circumstances support such determinations, and requires the Board to reassess at least annually determinations in effect and reaffirm, modify, or vacate those determinations. Thus, the list of determinations below is subject to change.