On September 15, 2010, the United States Securities and Exchange Commission issued a final rulemaking release that eliminates the requirement for newly public companies and non-accelerated filers (small public companies, which are companies with a total equities value of less than $75 Million) to include auditor attestation reports with respect to internal control over financial reporting in their annual reports. These amendments provide newly public companies and smaller public companies relief from the significant burden and expense of auditor attestation on their internal control over financial reporting. The rule does not eliminate the requirements of the officer attestation provisions applicable to those non-accelerated issuers.
The amendments seek to align certain SEC rules and regulations to amendments to the Sarbanes-Oxley Act that were effected by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Prior to the enactment of Dodd-Frank, non-accelerated filers would have been required to include auditor attestation reports on internal control over financial reporting in annual reports filed with the SEC for fiscal years ending on or after June 15, 2010. Furthermore, in conformity with the new rules, the SEC also adopted conforming changes to its rules concerning the disclosure of auditor attestation in management’s report on internal control over financial reporting, and concerning audit reports for those companies that elect not to provide the auditor’s attestation to reflect the fact that attestation reports will not be required for non-accelerated filers. Non-accelerated filers will remain subject to the requirements of Section 404(a) of the Sarbanes-Oxley Act and related rules that require a management report on internal control over financial reporting in annual reports filed with the SEC. The new rules will take effect upon publication in the Federal Register.