The staff will consider all relevant factors in questioning the location from which the audit report was rendered.
Questions regarding independence should be directed to OCA.
The audit report also is not required to refer to PCAOB standards.
If the PCAOB revokes the registration of an audit firm, audit reports issued by that firm may no longer be included in a registrant’s filings made on or after the date the firm’s registration is revoked, even if the report was previously issued before the date of revocation.
Auditor reports on financial statements that refer to PCAOB standards must comply with the independence rules of both the SEC and the PCAOB.
The SEC’s independence rules are promulgated in S-X 2-01.
In considering this standard, the SEC looks in the first instance to whether a relationship or the provision of a service: (a) creates a mutual or conflicting interest between the accountant and the audit client; (b) places the accountant in the position of auditing his or her own work; (c) results in the accountant acting as management or an employee of the audit client; or (d) places the accountant in a position of being an advocate for the audit client.
Regardless of the principal auditor’s decision, the other auditor remains responsible for the performance of its own work and for its own report.A principal auditor must decide whether to make reference in its report to the audit performed by another auditor.If the principal auditor decides to assume responsibility for the work of the other auditor insofar as that work relates to the principal auditor’s expression of an opinion on the financial statements taken as a whole, no reference should be made to the other auditor’s work or report.Registrants should consult with CF-OCA prior to filing any S-X 3-10(g) financial statements that are not audited by a PCAOB- registered firm.The audited balance sheet of a non-issuer general partner that is included in a transactional filing or registration statement of a limited partnership issuer is not required to be audited by a PCAOB registered firm.The other auditor must register with the PCAOB if it meets the “substantial role” threshold defined in PCAOB Rule 1001(p)(ii) in the audit of the issuer, regardless of whether the principal auditor refers to the work of the other auditor.