Sarbanes-oxley act of 2002

18 
Sec. 104 
SARBANES-OXLEY ACT OF 2002 
every report described in subparagraph (A) filed by 
the covered issuer during that year; and 
(ii) that begins after the date of enactment of this 
subsection. 
(2) D
ISCLOSURE TO COMMISSION
.—The Commission shall— 
(A) identify each covered issuer that, with respect to 
the preparation of the audit report on the financial state-
ment of the covered issuer that is included in a report de-
scribed in paragraph (1)(A) filed by the covered issuer, re-
tains a registered public accounting firm that has a branch 
or office that— 
(i) is located in a foreign jurisdiction; and 
(ii) the Board is unable to inspect or investigate 
completely because of a position taken by an authority 
in the foreign jurisdiction described in clause (i), as de-
termined by the Board; and 
(B) require each covered issuer identified under sub-
paragraph (A) to, in accordance with the rules issued by 
the Commission under paragraph (4), submit to the Com-
mission documentation that establishes that the covered 
issuer is not owned or controlled by a governmental entity 
in the foreign jurisdiction described in subparagraph (A)(i). 
(3) T
RADING PROHIBITION AFTER 3 YEARS OF NON
-
INSPEC
-
TIONS
.— 
(A) I
N GENERAL
.—If the Commission determines that 
a covered issuer has 3 consecutive non-inspection years, 
the Commission shall prohibit the securities of the covered 
issuer from being traded— 
(i) on a national securities exchange; or 
(ii) through any other method that is within the 
jurisdiction of the Commission to regulate, including 
through the method of trading that is commonly re-
ferred to as the ‘‘over-the-counter’’ trading of securi-
ties. 
(B) R
EMOVAL OF INITIAL PROHIBITION
.—If, after the 
Commission imposes a prohibition on a covered issuer 
under subparagraph (A), the covered issuer certifies to the 
Commission that the covered issuer has retained a reg-
istered public accounting firm that the Board has in-
spected under this section to the satisfaction of the Com-
mission, the Commission shall end that prohibition. 
(C) R
ECURRENCE OF NON
-
INSPECTION YEARS
.—If, after 
the Commission ends a prohibition under subparagraph 
(B) or (D) with respect to a covered issuer, the Commission 
determines that the covered issuer has a non-inspection 
year, the Commission shall prohibit the securities of the 
covered issuer from being traded— 
(i) on a national securities exchange; or 
(ii) through any other method that is within the 
jurisdiction of the Commission to regulate, including 
through the method of trading that is commonly re-
ferred to as the ‘‘over-the-counter’’ trading of securi-
ties. 
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18:34 Dec 21, 2020
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December 21, 2020 
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As Amended Through P.L. 116-222, Enacted December 18, 2020

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