Guidance on Submission of Notices to the Office of the Chief Accountant
May 12, 2017
Rule 10A-1 under the Exchange Act
The staff believes that, generally, the most timely receipt and attention to correspondence is facilitated through the use of electronic mail and prefers that notices to the Office of the Chief Accountant required by Rule 10A-1 be submitted via this means.1 Notices that must be submitted to the Office of the Chief Accountant pursuant to Rule 10A-1 should be submitted via email to: 10Aletters@sec.gov.
SECPS Notification Letters
Alert: The SECPS notification requirements regarding cessation of registrant-auditor relationships have recently changed. Please read the below carefully.
Section 1000.08(m) of the SEC Practice Section (as adopted by the PCAOB2) requires a firm to notify the Commission's Office of the Chief Accountant of the cessation of an auditor's relationship with an audit client. Prior to June 1, 2014, such notification was required irrespective of whether or not the registrant reported the cessation of the relationship in a timely filed Form 8-K. Beginning on June 1, 2014, however, when the cessation of the auditor-client relationship relates to a registrant that is required to file current reports on Form 8-K, the firm's notification to the Office of the Chief Accountant is required only if the former audit client has not reported the change in auditor in a timely filed Form 8-K.3 For SEC Registrants that are not required to file current reports on Form 8-K-including foreign private issuers required to make reports on Form 6-K and investment companies required to file reports under Rule 30b1-1 of the Investment Company Act (other than business development companies)-the SECPS reporting requirement remains unchanged (i.e., the firm is required to notify the Office of the Chief Accountant by the end of the fifth business day following the firm's determination that the client-auditor relationship has ended, irrespective of whether or not the registrant reported the change in auditors in a timely filed report).
As noted in Appendix I to Section 1000.08(m), firms may satisfy the notification requirements by e-mailing a copy of the SECPS letter to the Office of the Chief Accountant at SECPSletters@sec.gov. The SEC staff strongly encourages sending the notification letter by e-mail, and the staff will accept the date the e-mail is received as the notification date.
The exact name of the registrant and the Commission File Number as it appears on the cover page of the annual report should be used in the e-mail. If the cessation of the client-auditor relationship affects multiple SEC registrants (e.g., a parent with publicly-registered subsidiaries, series of mutual funds), the exact name of each registrant and each Commission File Number should be set forth in the e-mail.
1 Rule 10A-1(a)(1) indicates that notices may be provided via “facsimile, telegraph, personal delivery, or any other means, provided it is received by the Office of the Chief Accountant within the required time period.” With regard to submission of notices required by Rule 10A-1 via email, the Commission has stated “Rule 10A-1 would permit use of such means of delivery.” Release No. 34-38387 (March 12, 1997).
2 See PCAOB Rule 3400T, Interim Quality Control Standards.