Sarbanes-oxley act of 2002

4 
Sec. 2 
SARBANES-OXLEY ACT OF 2002 
(7) I
SSUER
.—The term ‘‘issuer’’ means an issuer (as defined 
in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 
78c)), the securities of which are registered under section 12 of 
that Act (15 U.S.C. 78l), or that is required to file reports 
under section 15(d) (15 U.S.C. 78o(d)), or that files or has filed 
a registration statement that has not yet become effective 
under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and 
that it has not withdrawn. 
(8) N
ON
-
AUDIT SERVICES
.—The term ‘‘non-audit services’’ 
means any professional services provided to an issuer by a reg-
istered public accounting firm, other than those provided to an 
issuer in connection with an audit or a review of the financial 
statements of an issuer. 
(9) P
ERSON
ASSOCIATED
WITH
A
PUBLIC
ACCOUNTING
FIRM
.— 
(A) I
N GENERAL
.—The terms ‘‘person associated with a 
public accounting firm’’ (or with a ‘‘registered public ac-
counting firm’’) and ‘‘associated person of a public account-
ing firm’’ (or of a ‘‘registered public accounting firm’’) mean 
any individual proprietor, partner, shareholder, principal, 
accountant, or other professional employee of a public ac-
counting firm, or any other independent contractor or enti-
ty that, in connection with the preparation or issuance of 
any audit report— 
(i) shares in the profits of, or receives compensa-
tion in any other form from, that firm; or 
(ii) participates as agent or otherwise on behalf of 
such accounting firm in any activity of that firm. 
(B) E
XEMPTION AUTHORITY
.—The Board may, by rule, 
exempt persons engaged only in ministerial tasks from the 
definition in subparagraph (A), to the extent that the 
Board determines that any such exemption is consistent 
with the purposes of this Act, the public interest, or the 
protection of investors. 
(C) I
NVESTIGATIVE AND ENFORCEMENT AUTHORITY
.— 
For purposes of sections 3(c), 101(c), 105, and 107(c) and 
the rules of the Board and Commission issued thereunder, 
except to the extent specifically excepted by such rules, the 
terms defined in subparagraph (A) shall include any per-
son associated, seeking to become associated, or formerly 
associated with a public accounting firm, except that— 
(i) the authority to conduct an investigation of 
such person under section 105(b) shall apply only with 
respect to any act or practice, or omission to act, by 
the person while such person was associated or seek-
ing to become associated with a registered public ac-
counting firm; and 
(ii) the authority to commence a disciplinary pro-
ceeding under section 105(c)(1), or impose sanctions 
under section 105(c)(4), against such person shall 
apply only with respect to— 
(I) conduct occurring while such person was 
associated or seeking to become associated with a 
registered public accounting firm; or 
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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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