Sarbanes-oxley act of 2002

SARBANES-OXLEY ACT OF 2002 
(1) D
EFINITION
.—In this section, the term ‘‘proposed rule’’ 
means any proposed rule of the Board, and any modification of 
any such rule. 
(2) P
RIOR APPROVAL REQUIRED
.—No rule of the Board shall 
become effective without prior approval of the Commission in 
accordance with this section, other than as provided in section 
103(a)(3)(B) with respect to initial or transitional standards. 
(3) A
PPROVAL CRITERIA
.—The Commission shall approve a 
proposed rule, if it finds that the rule is consistent with the re-
quirements of this Act and the securities laws, or is necessary 
or appropriate in the public interest or for the protection of in-
vestors. 
(4) P
ROPOSED RULE PROCEDURES
.—The provisions of para-
graphs (1) through (3) of section 19(b) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78s(b)) shall govern the proposed 
rules of the Board, as fully as if the Board were a ‘‘registered 
securities association’’ for purposes of that section 19(b), except 
that, for purposes of this paragraph— 
(A) the phrase ‘‘consistent with the requirements of 
this title and the rules and regulations thereunder applica-
ble to such organization’’ in section 19(b)(2) of that Act 
shall be deemed to read ‘‘consistent with the requirements 
of title I of the Sarbanes-Oxley Act of 2002, and the rules 
and regulations issued thereunder applicable to such orga-
nization, or as necessary or appropriate in the public inter-
est or for the protection of investors’’; and 
(B) the phrase ‘‘otherwise in furtherance of the pur-
poses of this title’’ in section 19(b)(3)(C) of that Act shall 
be deemed to read ‘‘otherwise in furtherance of the pur-
poses of title I of the Sarbanes-Oxley Act of 2002’’. 
(5) C
OMMISSION
AUTHORITY
TO
AMEND
RULES
OF
THE
BOARD
.—The provisions of section 19(c) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78s(c)) shall govern the abroga-
tion, deletion, or addition to portions of the rules of the Board 
by the Commission as fully as if the Board were a ‘‘registered 
securities association’’ for purposes of that section 19(c), except 
that the phrase ‘‘to conform its rules to the requirements of 
this title and the rules and regulations thereunder applicable 
to such organization, or otherwise in furtherance of the pur-
poses of this title’’ in section 19(c) of that Act shall, for pur-
poses of this paragraph, be deemed to read ‘‘to assure the fair 
administration of the Public Company Accounting Oversight 
Board, conform the rules promulgated by that Board to the re-
quirements of title I of the Sarbanes-Oxley Act of 2002, or oth-
erwise further the purposes of that Act, the securities laws, 
and the rules and regulations thereunder applicable to that 
Board’’. 
(c) C
OMMISSION
R
EVIEW OF
D
ISCIPLINARY
A
CTION
T
AKEN BY
THE
B
OARD
.— 
(1) N
OTICE OF SANCTION
.—The Board shall promptly file 
notice with the Commission of any final sanction on any reg-
istered public accounting firm or on any associated person 
thereof, in such form and containing such information as the 
Commission, by rule, may prescribe. 
VerDate Mar 15 2010 
18:34 Dec 21, 2020
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December 21, 2020 
G:\COMP\SEC\SARBANES-OXLEY ACT OF 2002.XML
As Amended Through P.L. 116-222, Enacted December 18, 2020

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