Sarbanes-oxley act of 2002

23 Sec. 
105 
SARBANES-OXLEY ACT OF 2002 
(B) temporary or permanent suspension or bar of a 
person from further association with any registered public 
accounting firm; 
(C) temporary or permanent limitation on the activi-
ties, functions, or operations of such firm or person (other 
than in connection with required additional professional 
education or training); 
(D) a civil money penalty for each such violation, in an 
amount equal to— 
(i) not more than $100,000 for a natural person or 
$2,000,000 for any other person; and 
(ii) in any case to which paragraph (5) applies, not 
more than $750,000 for a natural person or 
$15,000,000 for any other person; 
(E) censure; 
(F) required additional professional education or train-
ing; or 
(G) any other appropriate sanction provided for in the 
rules of the Board. 
(5) I
NTENTIONAL OR OTHER KNOWING CONDUCT
.—The sanc-
tions and penalties described in subparagraphs (A) through (C) 
and (D)(ii) of paragraph (4) shall only apply to— 
(A) intentional or knowing conduct, including reckless 
conduct, that results in violation of the applicable statu-
tory, regulatory, or professional standard; or 
(B) repeated instances of negligent conduct, each re-
sulting in a violation of the applicable statutory, regu-
latory, or professional standard. 
(6) F
AILURE TO SUPERVISE
.— 
(A) I
N GENERAL
.—The Board may impose sanctions 
under this section on a registered accounting firm or upon 
any person who is, or at the time of the alleged failure rea-
sonably to supervise was, a supervisory person of such 
firm, if the Board finds that— 
(i) the firm has failed reasonably to supervise an 
associated person, either as required by the rules of 
the Board relating to auditing or quality control stand-
ards, or otherwise, with a view to preventing viola-
tions of this Act, the rules of the Board, the provisions 
of the securities laws relating to the preparation and 
issuance of audit reports and the obligations and li-
abilities of accountants with respect thereto, including 
the rules of the Commission under this Act, or profes-
sional standards; and 
(ii) such associated person commits a violation of 
this Act, or any of such rules, laws, or standards. 
(B) R
ULE OF CONSTRUCTION
.—No current or former su-
pervisory person of a registered public accounting firm 
shall be deemed to have failed reasonably to supervise any 
associated person for purposes of subparagraph (A), if— 
(i) there have been established in and for that 
firm procedures, and a system for applying such proce-
dures, that comply with applicable rules of the Board 
and that would reasonably be expected to prevent and 
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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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