Board Determinations Under the Holding Foreign Companies Accountable Act

In December 2020, Congress and the President amended the Sarbanes-Oxley Act by enacting the Holding Foreign Companies Accountable Act (HFCAA), 15 U.S.C. §§ 7214(i), 7214a. Congress subsequently amended certain relevant provisions of the Sarbanes-Oxley Act in December 2022. As amended, the statute 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 a foreign jurisdiction. The statute 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, and which the Board amended in March 2023 to conform with the December 2022 amendments to the statute.

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, PCAOB Release No. 2023-002, and our International page.

Reports of Board Determinations Pursuant to Rule 6100

There are no Board determinations currently in effect. 

Rule 6100 authorizes the Board to make determinations when appropriate and requires the Board to consider, at least annually, whether changes in facts and circumstances support making determinations. Thus, whether there are determinations in effect is subject to change.

Below is a list of reports of Board determinations pursuant to Rule 6100. Each report describes the Board’s assessment and basis for the determination and has been prepared in accordance with Rule 6100(e)(2).