Search within this section
Select a section below and enter your search term, or to search all click PwC SEC volume
Favorited Content
SEC 6150 - Changes in registrant's certifying accountant
Publication date: 30 Jun 2023
us PwC SEC Volume 6150
[Editor's note: The guidance in SEC 6150 is directed primarily toward US domestic SEC registrant public companies. Entities registered under the Investment Company Act, brokers and dealers, commodity pool operators and commodity pools, and investment advisors are discussed in SEC 6150.6. Foreign private issuers should consider the disclosure requirements of Item 16F of Form 20-F. See SEC 8100.51.
Throughout SEC 6150 references to “former auditor” include the outgoing or predecessor auditor, and references to “new auditor” include the incoming or successor auditor.]
.1 General
.11 What triggers the SEC’s auditor change disclosure requirements and where can I find those requirements?
An SEC registrant is required to make disclosure if during its two most recent fiscal years or any subsequent interim period its principal auditor resigns, declines to stand for re-election, or is dismissed. The disclosure requirements are also triggered if during the registrant’s two most recent fiscal years or any subsequent interim period a new principal auditor has been engaged to audit the registrant’s financial statements. These disclosure requirements apply to both existing SEC reporting companies and to companies that are in the process of completing an initial registration of securities. See additional discussion at SEC 6150.13. See also SEC 6150.904 for guidance when there is a change between member firms.
The auditor changes referred to above are the most commonly encountered triggers for disclosure. Disclosure is also required if during the two most recent fiscal years or subsequent interim period:
- an independent auditor (i) engaged to audit a significant subsidiary (as defined in S-X 1-02(w), see SEC 6150.901) of the registrant and (ii) on whom the principal auditor expressed reliance in its report, resigns, declines to stand for re-election, or is dismissed or
- a new independent auditor has been engaged to audit a significant subsidiary (as defined in S-X 1-02(w), see SEC 6150.901) of the registrant and the principal auditor is expected to express reliance on the other auditor in its report.
The SEC’s auditor change disclosure requirements are set forth in S-K 304. See additional discussion at SEC 6150.2.
[Editor’s note: In most cases, the disclosures relating to the new auditor and the former auditor are made at the same time. However, there are situations in which the disclosures are made at different times. See SEC 6150.910.]
For additional guidance, see SEC FRM Topic 4500, Regulation S-K CDI Sections 111 and 211, Exchange Act Form 8-K CDI Sections 114 and 214 and Section 603.02.a of the SEC Codification of Financial Reporting Policies.
.12 How does an existing SEC reporting company disclose a change in auditor?
An existing SEC reporting company is required to disclose a change in auditor by filing an Item 4.01 Form 8-K. The Item 4.01 Form 8-K would include the information specified in S-K 304(a)(1) with respect to the former auditor and S-K 304(a)(2) with respect to the new auditor, as applicable. See SEC 6150.5 for an example of an Item 4.01 Form 8-K disclosure.
Additionally, the company is required to obtain a letter from the former auditor as specified in S-K 304(a)(3) and file the letter as an exhibit to the Item 4.01 Form 8-K (see S-K 601(b)(16)). This letter is commonly referred to as an Exhibit 16 letter. Exhibit 16 letters are discussed at SEC 6150.3.
The Item 4.01 Form 8-K is due by the end of the fourth business day following the event which triggered the disclosure (e.g., the dismissal of the former auditor). See SEC 6150.903. See SEC 3150.121 for information on how to determine the due date of a Form 8-K.
[Editor’s note: As noted above, the resignation, declination to stand for re-election or dismissal of the former auditor is a triggering event separate and apart from the engagement of the new auditor. Accordingly, depending on timing, two Item 4.01 Form 8-K filings may be required. See SEC 6150.910]
[Editor's note: When an issuer dismisses its existing auditor, we understand the disclosure obligation is triggered when the outgoing auditor is notified.]
.13 Are the auditor change disclosure requirements applicable to a company that is in the process of an initial registration of its securities using Form S-1 (e.g., an IPO)?
Yes. Item 11(i) of Form S-1 requires the registrant to provide the disclosure required by S-K 304 in its prospectus. Accordingly, the company would be required to provide disclosure of any auditor changes that took place during the company's two most recently completed fiscal years or subsequent interim period up to the date of the filing. The registrant would also be required to provide an Exhibit 16 letter as an exhibit to the registration statement.
.131 Are the auditor change disclosures required in a Form S-1 even if the former auditor’s report doesn’t appear in the prospectus (e.g., the new auditor reaudited of all periods previously audited by the former auditor)?
Yes. The disclosures (and Exhibit 16 letter) are required even if the former auditor's report does not appear in the prospectus. The fact that an auditor change took place during the specified timeframe is the disclosure trigger.
.14 Are auditor change disclosures required in a registrant’s annual meeting proxy statement (Schedule 14A)?
Item 9(d) of Schedule 14A requires the disclosures prescribed by S-K 304(a) in connection with a registrant’s proxy statement for an annual meeting at which directors are to be elected or any solicitation with respect the election or ratification of the auditor. Accordingly, a registrant would be required to provide the specified disclosures in connection with any auditor change which took place within the two most recently completed fiscal years or subsequent interim period up to the date of the filing.
A letter from the former auditor is not required to be filed with a proxy statement. However, under certain circumstances a registrant may be required to include a statement from the auditor in the proxy statement. See Instruction 2 to S-K 304.
[Editor’s note: When applicable, auditor change disclosure under Item 9 of Schedule 14A is required even if the disclosure has been previously provided (e.g., in an Item 4.01 Form 8-K) and even if there is no change from the previously provided disclosure. See Instruction 1 to S-K 304.]
.15 How do auditor change disclosures apply in connection with a reverse acquisition?
See discussion in SEC 7050.46.
.16 Are auditor change disclosures required in documents other than the documents discussed in SEC 6150?
Yes. In addition to the disclosure requirements described throughout SEC 6150, there are a number of other situations which may call for disclosure relating to a change in auditor as well as a letter from the outgoing auditor. For example, a Regulation A issuer may be required to provide auditor change disclosure and a letter from the outgoing auditor in connection with Form 1-A or Form 1-U.
Auditor change disclosure/notification requirements should be reviewed to ensure compliance with the relevant rules which call for the disclosure/notification.
.2 Disclosure requirements of S-K 304
The disclosure requirements of S-K 304(a) are principally divided between disclosures relating to the former auditor and disclosures relating to the new auditor.
.21 What disclosures are required relating to the former auditor?
The disclosure requirements with respect to the former auditor are set forth in S-K 304(a)(1) and include:
(1) State whether the former auditor resigned, declined to stand for re-election, or was dismissed and the date thereof.
[Editor's note: The SEC staff has indicated that they expect to see one (but only one) of the three terms/phrases "resigned," "declined to stand for re-election," or "dismissed" in the auditor change disclosure. See SEC FRM 4510.2. Additionally, although the SEC’s disclosure requirements refer to a declination to stand for “re-election,” we understand the SEC staff views that term to encompass a declination to stand for “re-appointment” as well.]
(2) State whether the principal auditor's report on the financial statements for either of the past two fiscal years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principle; and describe the nature of each such adverse opinion, disclaimer of opinion, modification, or qualification.
[Editor's note: A paragraph in an auditor's report describing the correction of an accounting error or a change in accounting principle is not a "modification" of an opinion that requires reporting under S-K 304. However, other modifications, such as explanatory paragraphs regarding an entity's ability to continue as a going concern or a material uncertainty (e.g., a material unresolved litigation matter) should be disclosed. See Regulation S-K CDI 111.05.]
(3) State whether the decision to change auditors was recommended or approved by any audit or similar committee of the board of directors, if the issuer has such a committee, or the board of directors, if the issuer has no such committee.
(4) State whether, during the registrant's two most recent fiscal years and any subsequent interim period preceding the change in auditor, there were any disagreements with the former auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former auditor, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements for such years. See SEC 6150.231 for a discussion of "disagreements" and SEC 6150.233 for a discussion of the disclosure requirements.
[Editor's note: The SEC staff has issued guidance stating that the phrase "subsequent interim period" means the period from the end of the registrant's most recent fiscal year through the date of the former auditor's resignation, declination to stand for re-election, or dismissal. The period is not limited to the end of the most recent fiscal quarterly period. Similarly, the "subsequent interim period" referred to in S-K 304(a)(2), which requires disclosure of the engagement of a new auditor, is the period from the end of the registrant's most recent fiscal year through the date on which the new auditor is engaged. See Regulation S-K CDI 111.01.]
(5) Provide information for each reportable event that occurred within the registrant's two most recent fiscal years and any subsequent interim period preceding the change in auditor. If the event led to a disagreement or difference of opinion, then the event should be reported as a disagreement and does not need to be reported as both a disagreement and as a reportable event. See SEC 6150.232 for a discussion of reportable events and SEC 6150.233 for a discussion of the disclosure requirements.
See SEC 6150.905 if the auditor change relates to the revocation of the former auditor’s PCAOB registration.
.22 What disclosures are required relating to the new auditor?
The disclosure requirements relating to the new auditor are set forth in S-K 304(a)(2) and include:
(1) the name of the new auditor and
(2) the date of the new auditor's engagement.
Additionally, the registrant must describe consultations with the new auditor during the registrant's two most recent fiscal years and any subsequent interim period prior to engaging the new auditor regarding:
(1) the application of accounting principles to a specified transaction (either completed or proposed) or the type of audit opinion that might be rendered on the registrant's financial statements, if either a written report was provided to the registrant or oral advice was provided that the new auditor concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue, or
(2) any matter that was the subject of a disagreement or reportable event.
The disclosure requirements with respect to these matters include the following:
(1) a statement identifying the issues that were the subjects of the consultation;
(2) a brief description of the views of the new auditor as expressed orally or in writing to the registrant on each issue (if written views were received by the registrant, they must be filed as an exhibit); and
(3) a statement whether the former auditor was consulted by the registrant regarding the issues, and if so, a summary of the former auditor's views.
The registrant is required to (i) request the new auditor to review the disclosure required by S-K 304(a) before the disclosure is filed and (ii) provide the new auditor the opportunity to furnish the registrant with a letter addressed to the SEC containing any new information, clarification of the registrant's expression of its views, or the respects in which the new auditor does not agree with the statements made by the registrant in response to S-K 304(a). The registrant must file any such letter as an exhibit to the Form 8-K or registration statement, if applicable.
.23 Disagreements and reportable events
As indicated in SEC 6150.21 (items (4) and (5)), registrants must disclose any disagreements or reportable events (each as defined in S-K 304(a)(1)(iv) and S-K 304(a)(1)(v), as applicable) that occurred during the last two fiscal years and any subsequent interim period prior to the resignation, declination to stand for re-election or dismissal of the former auditor.
.231 How is the term “disagreements” interpreted for purposes of the SEC’s auditor change disclosures?
The following guidance should be considered when determining whether a reportable disagreement occurred:
- Disagreements contemplated by S-K 304 are those that occur at the decision-making level (e.g., between officers or other individuals of the registrant having overall responsibility for presentation of its financial statements and the engagement leader (and sometimes others) of the auditor). Each situation will have to be analyzed on its particular merits.
- The term disagreements is interpreted broadly to include any difference of opinion concerning any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which if not resolved to the satisfaction of the former auditor would have caused it to make reference to the subject matter of the disagreement in connection with its report. It is not necessary for there to have been an argument to have had a disagreement -- merely a difference of opinion. See Instruction 4 to S-K 304.
- Where it is clear that the registrant disagreed with the auditor's proposed accounting or audit scope but accepted the auditor's position in order to obtain an unqualified report, a reportable disagreement may still exist. The fact that the matter was subsequently addressed to the auditor's satisfaction and the subsequent rendering of an unqualified report does not, by itself, remove the necessity for reporting a disagreement.
- Disagreements do not include initial differences of opinion based on incomplete facts or preliminary information that were later resolved to the former auditor's satisfaction, provided the registrant and the auditor do not continue to have a difference of opinion upon obtaining additional relevant facts or information. See Instruction 4 to S-K 304.
- Depending upon the timing of the resignation, declination to stand for re-election or dismissal of the former auditor, communication of a disagreement to the Audit Committee (e.g., pursuant to PCAOB AS 1301.22) may not yet have occurred. That fact does not change the requirement to disclose disagreements under S-K 304.
- See SEC 6150.906 with respect to disagreements relating to material weaknesses in internal control over financial reporting.
It is preferable for the registrant's description of the disagreement included in the registrant's disclosure under S-K 304 to be accurate and complete so the former auditor may limit its Exhibit 16 letter to a statement of concurrence. However, if the former auditor is not satisfied with the description, it will expand its Exhibit 16 letter as warranted in the circumstances. Exhibit 16 letters are discussed at SEC 6150.3.
.232 What is a reportable event for purposes of the SEC’s auditor change disclosures?
In addition to any disagreement which might require reporting pursuant to S-K 304 (see SEC 6150.231), certain other events might also require reporting. Those events are referred to as reportable events and are described in S-K 304(a)(1)(v) as follows:
(1) the auditor having advised the registrant that the internal controls necessary to develop reliable financial statements do not exist;
[Editor’s note: All material weaknesses (as defined in S-X 1-02(a)(4) and PCAOB AS 2201), including both resolved and unresolved matters, that existed at any point during the most recent two years or subsequent interim period prior to the auditor change must be disclosed. Significant deficiencies (as defined in S-X 1-02(a)(4) and PCAOB AS 2201) should also be considered as they may suggest other reportable events (e.g., regarding the need to significantly expand audit scope). See Regulation S-K CDIs 111.03 and 111.04.]
[Editor's note: We understand that Item (1) above would apply even if management of the registrant concluded that the internal controls necessary to develop reliable financial statements do not exist.]
SEC comment letters related to Item 4.01 Form 8-Ks have requested information regarding material weaknesses to be disclosed in the Item 4.01 Form 8-K. An example of such a comment follows:
"We note the disclosure of material weaknesses related to the accounting for [situation X] and [situation Y]. In detail, please describe the nature of each material weakness and the amount involved, if any. Also, tell us in what period the reportable event occurred and whether or not you restated or intend to restate any prior period for any adjustment resulting from the material weakness; and if not, why not. Tell us in detail the steps you have taken or plan to take and the procedures you implemented or plan to implement to correct each material weakness."
|
(2) the auditor having advised the registrant that it is no longer able to rely on management's representations or is unwilling to be associated with the financial statements prepared by management;
(3) the auditor having advised the registrant:
(i) of the need to significantly expand the scope of its audit or
(ii) that information has come to the auditor's attention during the time period covered by S-K 304(a)(1)(iv) that, if further investigated, may:
(a) materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report, or
(b) cause it to be unwilling to rely on management's representations or be associated with the registrant's financial statements, and,
due to the change in auditor, the former auditor did not expand the scope of its audit or conduct further investigation; or
(4) the auditor having advised the registrant that information has come to the auditor's attention that it has concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report, and, due to the change in auditor, the issue has not been resolved to the auditor's satisfaction prior to its resignation, dismissal, or declination to stand for re-election.
[Editor's note: The phrase "having advised the registrant" as used in (1) - (4) above contemplates both written and oral communications. See Instruction 5 to S-K 304.]
Reportable events include circumstances in which there are significant unresolved audit issues at the date of dismissal, resignation, or declination. For example, the auditor may have advised the registrant that it preliminarily believed that a going concern explanatory paragraph was required for the current year, or that it was necessary to obtain an appraisal for the fair value of option or stock awards.
.233 What disclosures are required when there is a disagreement or reportable event?
If a disagreement or reportable event existed during the relevant period, the registrant must provide the disclosures required by S-K 304(a)(1)(iv). Those disclosure requirements include the following items:
(1) A description of each disagreement or reportable event;
(2) A statement as to whether any audit or similar committee of the board of directors, or the board of directors, discussed the subject matter of each disagreement or reportable event with the former auditor; and
(3) A statement whether the registrant has authorized the former auditor to respond fully to the inquiries of the successor auditor concerning the subject matter of each disagreement or reportable event, and, if not, a description of the nature of and reason for any limitation.
Additionally, registrants are required to comply with S-K 304(b) in many filings made subsequent to an auditor change. S-K 304(b) generally states that if, during the fiscal year in which the change in auditor took place or during the subsequent fiscal year, there have been transactions or events similar to those which involved a disagreement or reportable event, and those transactions or events were material and were accounted for or disclosed in a manner different from that which the former auditor would have concluded was required, the registrant shall state the existence and nature of the disagreement or reportable event, and also state the effect on the financial statements if reported in the manner required by the former auditor. Disclosure is not required, however, if the method asserted by the former auditor ceases to be generally accepted because of subsequently issued authoritative standards or interpretations.
.3 Letter from the former auditor required by S-K 304(a)(3) to be publicly filed with the SEC by the registrant (Exhibit 16 Letter)
[Editor’s note: The former auditor’s letter discussed in SEC 6150.3 is different from a former auditor’s cessation letter which is required under certain circumstances by PCAOB rules. When required, a PCAOB cessation letter is submitted directly to the SEC by the former auditor, but it is not filed with the SEC by the registrant. PCAOB cessation letters are discussed in SEC 6150.4.]
.31 Is the registrant required to obtain a letter from the former auditor in connection with an auditor change?
Yes. S-K 304(a)(3) requires the registrant to provide the former auditor with a copy of the disclosures it is making in response to S-K 304(a) that the former auditor shall receive no later than the day that the disclosures are filed with the SEC. The registrant must request the former auditor to furnish the registrant with a letter addressed to the SEC, stating whether or not the former auditor agrees with the statements made by the registrant in response to S-K 304(a) and, if not, stating the respects in which it does not agree. This letter is commonly referred to as an Exhibit 16 letter.
The registrant is required to file the former auditor's letter as an exhibit (usually Exhibit 16) to the report or registration statement containing the auditor change disclosure. If the former auditor's letter is unavailable at the time of filing the report or registration statement, then the registrant must request the former auditor to provide the letter as promptly as possible so that the registrant can file the letter with the SEC within ten business days after the filing of the report or registration statement. Notwithstanding the ten-business-day period, the registrant must file the Exhibit 16 letter by amendment within two business days of receipt.
The former auditor may provide the registrant with an interim letter highlighting specific areas of concern and indicating that a more detailed letter will be forthcoming within the ten-business-day period noted above. If the interim Exhibit 16 letter was not filed with the report or registration statement containing the registrant's disclosure regarding the change in auditor, then the interim letter must be filed by the registrant as an amendment to the report/registration statement within two business days of receipt.
In situations where the former accountant declines to provide an Exhibit 16 letter, the registrant should indicate that fact in the Item 4.01 Form 8-K. See Form 8-K CDI 214.01.
If a registrant amends its disclosures under Item 4.01 Form 8-K disclosures, or similar disclosure included in a registration statement for any reason, it must also file an updated letter from the former auditor addressing the revised disclosures. See SEC FRM 4510.3.
[Editor’s note: Even though there are provisions for a situation in which the former auditor’s Exhibit 16 letter is not available at the time the registrant first files the auditor change disclosures, this a rare occurrence. In the usual situation, the registrant provides draft disclosures to the former auditor sufficiently in advance of filing such that the former auditor is able to provide an Exhibit 16 letter to the registrant prior to the registrant filing the associated disclosures.]
.4 Direct reporting to the SEC and/or the PCAOB by the former auditor
The disclosures discussed in SEC 6150.2 and the filing of the Exhibit 16 letter referred to in SEC 6150.3 are obligations of the registrant. Under certain circumstances, the former auditor is required to communicate directly with the SEC and/or the PCAOB in connection with an auditor change.
.41 When is the former auditor required to communicate directly to the SEC regarding the cessation of the client-auditor relationship?
[Editor’s note: The former auditor’s letter discussed in SEC 6150.41 is different from the Exhibit 16 letter which is required by S-K 304(a)(3). Exhibit 16 letters are discussed in SEC 6150.3.]
A firm that was a member of the SEC Practice Section of the AICPA on April 16, 2003 (a former SECPS member firm) may be required to report in writing the fact that the auditor-client relationship has ceased to the former client and simultaneously to the SEC's Office of the Chief Accountant pursuant to section 1000.08(m) of the AICPA SEC Practice Section Manual (see PCAOB Rule 3400T). See SEC 6150.907. A triggering event indicating that the client-auditor relationship has ended may be either oral or written.
- A former SECPS member firm that has been the auditor for an SEC registrant that is required to file current reports on Form 8-K is required to report that the auditor-client relationship has ceased directly in writing to the former client and the SEC if the former client did not report the change in auditors in a timely filed Item 4.01 Form 8-K. For purposes of this rule, we understand the SEC staff would generally treat a voluntary filer the same as an SEC registrant that is required to file current reports on Form 8-K.
- A former SECPS member firm that has been the auditor for an SEC registrant that is not required to file current reports on Form 8-K is required to report that the auditor-client relationship has ceased directly in writing to the former client and the SEC whether or not the former client reported the change in auditors in a timely filed report. See SEC 6150.908 regarding employee benefit plans that file their annual reports on Form 11-K.
The notification referred to above is commonly referred to as a PCAOB cessation letter.
[Editor's note: The term SEC registrant is defined in section 1000.38 (Appendix D) of the AICPA SEC Practice Section Manual (see PCAOB Rule 3400T). Under certain circumstances, a PCAOB cessation letter may be required in connection with an initial registration statement. See SEC 6150.911.]
The PCAOB has stated that section 1000.08(m) of the AICPA SEC Practice Section Manual also applies to situations where a former SECPS member firm believes it no longer has a relationship with a former issuer audit client. The PCAOB stated that “In situations where a former issuer audit client has "gone dark" or declared bankruptcy, for example, and therefore the firm believes that the client-auditor relationship has ceased, SECPS § 1000.08(m) requires the firm to notify the former client and the SEC's Office of the Chief Accountant of the end of the issuer client-auditor relationship.” See footnote 51 to PCAOB release 2013-010. Additionally, we believe that a PCAOB Form 3 filing may be required in these situations. See also SEC 6150.42.
.411 What is the due date of a PCAOB cessation letter?
The PCAOB cessation letter is due no later than the fifth business day following the former auditor’s determination that the auditor-client relationship has ended.
The requirement to file the PCAOB cessation letter commences on the date the auditor is notified that it will be replaced (or the date the auditor resigns or declines to stand for re-election), even if additional services will be performed. For example, if the registrant notifies the auditor on February 16, 2023 that another firm has been engaged to audit the financial statements for the year ending December 31, 2023, the PCAOB cessation letter, if required, should be sent within five business days of February 16, 2023, even if the audit of the December 31, 2022 financial statements is not complete. If required, a PCAOB cessation letter needs to be sent only at the time the auditor is first informed by the registrant of the dismissal.
.412 How is a PCAOB cessation letter submitted to the SEC?
If required, the PCAOB cessation letter is sent in the form of a letter addressed to the former SEC client with a copy to the SEC's Chief Accountant by the end of the fifth business day following the former auditor’s determination that the client-auditor relationship has ended.
The SEC staff has agreed to accept an email or a facsimile of the PCAOB cessation letter. The SEC staff has indicated that e-mail submission of these letters is strongly encouraged. The Office of the Chief Accountant has established a dedicated mailbox to facilitate timely and efficient submission of the required notification letter. Audit firms should email cessation letters to SECPSletters@sec.gov. The SEC staff will accept the date the email is received as the notification date. The SEC’s guidance for submitting the PCAOB cessation letter is available on the SEC’s website (https://www.sec.gov/page/communicating-oca).
To ensure compliance with the PCAOB's requirements, the exact name of the registrant and the Commission File Number should be used in the e-mail. If there are multiple SEC registrants affected (e.g., parent with SEC-registered subsidiaries, series of mutual funds, etc.), the exact name of each registrant and each Commission File Number should be set forth in the PCAOB cessation letter.
.42 When is the former auditor required to communicate directly to the PCAOB regarding the cessation of the client-auditor relationship?
PCAOB Rule 2203 requires all PCAOB registered firms (i.e., not limited to former SECPS member firms) to file a special report on Form 3 (Item 2.1-C) with the PCAOB when an SEC reporting company that is required to file a Form 8‑K does not file an Item 4.01 Form 8‑K regarding a change in auditor. The Form 3 is a public document and is due 30 days after the due date of the Item 4.01 Form 8‑K. If the Item 4.01 Form 8‑K is filed during the 30-day period, a Form 3 is not required. If required, the Form 3 would include the SEC reporting company's name and CIK number, whether the auditor resigned, declined to stand for re-election, or was dismissed, and the date thereof.
.5 Example Item 4.01 Form 8-K disclosure
The following is an example of an Item 4.01 Form 8-K disclosure in a situation in which there were no opinion modifications or qualifications, and no disagreements or reportable events.
Item 4.01. Changes in Registrant's Certifying Accountant
(a) Previous independent registered public accounting firm
(i) On June 6, 2023, XYZ Corporation (the "Registrant") dismissed CPA LLP as its independent registered public accounting firm. The Registrant's Audit Committee [and/or Board of Directors, if applicable] participated in and approved the decision to change XYZ's independent registered public accounting firm.
or [On June 6, 2023, CPA LLP resigned as the independent registered public accounting firm for XYZ Corporation.]
or [On June 6, 2023, CPA LLP declined to stand for re-election as the independent registered public accounting firm for XYZ Corporation.]
[Editor's note: See SEC 6150.909 for a discussion relating to date of termination. That date is to be used in this paragraph. If the auditor’s resignation, declination to stand for re-election, or dismissal will become effective upon completion of procedures on a Form 10-K or Form 10-Q, a second sentence is added to the disclosure above, as follows: "Such dismissal/resignation/declination to stand for re-election will become effective upon completion by CPA LLP of its [audit/review] of the financial statements of XYZ Corporation as of and for the year/quarter ended XXX and the filing of the related Form 10-K/10-Q."]
(ii) The reports of CPA LLP on the financial statements for the fiscal years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 6, 2023, there have been no disagreements with CPA LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of CPA LLP would have caused them to make reference thereto in their reports on the financial statements for such years.
[Editor's note: If a disagreement or reportable event (see (iv) below) is required to be reported, the registrant must provide the disclosures required by S-K 304(a)(1)(iv). See SEC 6150.233 for a description of the required disclosures.]
(iv) During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 6, 2023, there have been no reportable events (as defined in S-K 304(a)(1)(v)).
[Editor's note: Although many companies make the disclosure included in (iv) above, the absence of reportable events is not a disclosure required by S-K 304(a). See Regulation S-K CDI 111.02.]
(v) The Registrant has requested that CPA LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated June 12, 2023, is filed as Exhibit 16 to this Form 8-K.
(b) New independent registered public accounting firm
(i) The Registrant engaged ABC & Co. as its new independent registered public accounting firm as of June 6, 2023. During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 6, 2023, the Registrant has not consulted with ABC & Co. regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither a written report was provided to the Registrant nor was oral advice provided that ABC & Co. concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in S-K 304(a)(1)(iv) and the related instructions to S-K 304, or a reportable event, as that term is defined in S-K 304(a)(1)(v).
[Alternatively, the second sentence above could be replaced with the following sentence: "During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 6, 2023, the Registrant has not consulted with ABC & Co. regarding any of the matters described in S-K 304(a)(2)(i) or S-K 304(a)(2)(ii)."]
[Editor's note: The disclosure that there have been no consultations with the new auditor is optional. Only a description of consultations is required.]
.6 Disclosure by entities registered under the Investment Company Act, brokers and dealers, commodity pool operators and commodity pools, and investment advisers
.61 How do companies registered under the Investment Company Act report a termination of the auditor relationship?
Instead of Form 8-K, companies registered under the Investment Company Act typically report the termination of an auditor relationship in the applicable periodic report (Item 13 of Form N-CSR, which is required to be filed semiannually), and the auditor makes appropriate modifications to the terminology of the Exhibit 16 letter (SEC 6150.3) to correspond to the location in the applicable form where the auditor change disclosures are reported. However, the due date (i.e., 5th business day) and reporting guidance for the PCAOB cessation letter (SEC 6150.41) still apply when there is an auditor change with respect to a company that is registered under the Investment Company Act.
We understand that only a change in auditor that occurred during the period covered by the Form N-CSR needs to be reported. If a registrant elects to disclose a change in auditor in its Form N-CSR that occurred after the period covered by the Form N-CSR, it should note the requirement that information included in the Form N-CSR must be included in shareholder reports. For example, if a change in auditor occurred on August 15, 2023 that was reported in the Form N-CSR for the six months ended June 30, 2023, it may be difficult for the registrant to prepare a timely June 30 shareholder report that includes the Form N-CSR material. Registrants should consider consulting with legal counsel in these circumstances.
[Editor's note: The staff of the SEC's Division of Investment Management considers a change in accountants to have occurred when a fund is transferred from one legal registrant to a different legal registrant audited by another firm. Even though no affirmative resignation or dismissal occurs, the staff's view is that because the succeeding fiscal year's audit report for the same entity will be issued by a new firm and will refer to the report of other accountants, the PCAOB cessation letter and Form N-CSR Item 13 change in accountants disclosure should be provided. See the January 10, 2006 minutes of the AICPA Investment Companies Expert Panel.]
The instruction to Item 13 of Form N-CSR are reprinted below:
(4) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act. Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period.
|
[Editor’s note: Item 4 of Form 8-K was renumbered Item 4.01.]
.62 How do brokers and dealers report auditor changes?
Brokers and dealers that are public companies are subject to the same requirements applicable to other SEC registrants, including filing of an Item 4.01 Form 8-K to report a change in auditor together with an Exhibit 16 letter and, when applicable, the auditor’s issuance of a PCAOB cessation letter. Brokers and dealers registered only because of Section 15(a) of the Exchange Act (i.e., they do not have a reporting obligation under Section 13(a) or Section 15(d) of the Exchange Act) are not subject to those requirements.
All brokers and dealers are required by Exchange Act Rule 17a-5(f)(3) to file a notice reporting a replacement of auditors in accordance with that rule.
.63 What are the CFTC/NFA auditor change requirements applicable to commodity pools and commodity pool operators?
Commodity pools and commodity pool operators that are public companies are subject to the same requirements applicable to other SEC registrants, including filing of an Item 4.01 Form 8-K to report a change in auditor together with an Exhibit 16 letter and, when applicable, the auditor’s issuance of a PCAOB cessation letter.
Commodity Futures Trading Commission (CFTC) Rule 1.16(g)(1) and (2) require registrant reporting to the CFTC of a change in auditor of a commodity pool operator, with a copy to be provided to the appropriate self-regulatory organization (SRO), usually the National Futures Association ("NFA"), within 15 business days of the change. That requirement also applies to changes in auditors of commodity pools.
The content of the required notice by the registrant is substantially similar (both in nature and periods covered) to that required by S-K 304(a), except that:
- there is no requirement to include reportable events as defined in S-K 304(a)(1)(v) (e.g., material weaknesses in internal controls) unless they relate to reportable disagreements and
- reportable disagreements include matters of compliance with CFTC rules.
There is no prescribed format to the notice. Practice has typically been to prepare it in the form of a letter addressed to the appropriate regulator. CFTC Rule 1.16(g) also requires that the predecessor auditor provide a letter addressed to the CFTC stating its agreement with the statements in the registrant's notice or describing those matters with which the auditor disagrees. While the rule does not make clear how or when the letter is to be filed, the context suggests that the letter should accompany the registrant's filing of the notice. The rule is clear, however, that the registrant (and not the auditor) is responsible for filing the letter with the regulator.
There is no requirement for the auditor to provide a letter to the registrant directly reporting the cessation of the auditor-client relationship.
[Editor’s note: A change in auditor by an applicant for registration is to be filed with the NFA. Thus, instances may occur where disclosures will be made even though the auditor has not audited any financial statements. This would be the case if the auditor were dismissed before completing an audit.]
CFTC Rule 1.16(g)(3) also requires, if (a) a disagreement has been reported within the 24 months prior to the date of the most recent audited balance sheet, (b) there were any transactions or events similar to those which involved a reported disagreement, and (c) the transactions or events are material and accounted for or disclosed in a manner different from that which the former auditor apparently would have concluded was required, the registrant is to file a notice with the CFTC and designated SRO describing the matter and the effect on the financial statements had the method apparently preferred by the predecessor auditor been followed. There is no requirement for the predecessor auditor to review or otherwise acknowledge this submission.
CFTC Rule 1.16(g) is reprinted below:
(g) Replacement of accountant. (1) In the event (i) the independent public accountant who was previously engaged as the principal accountant to audit an applicant's or registrant's financial statements resigns (or indicates he declines to stand for re-election after the completion of the current audit) or is dismissed as the applicant's or registrant's principal accountant, (ii) another independent accountant is engaged as principal accountant, or (iii) an independent accountant on whom the principal accountant expresses reliance in his report regarding a subsidiary resigns (or formally indicates he declines to stand for re-election after completion of the current audit) or is dismissed or another independent public accountant is engaged to audit that subsidiary, an applicant shall file written notice of such occurrence with the National Futures Association, and a registrant shall file written notice of such occurrence with the Commission at its principal office in Washington, DC, and with the designated self-regulatory organization, if any, not more than 15 business days after such occurrence.
(2) Such notice must state (i) the date of such resignation (or declination to stand for re-election, dismissal or engagement) and (ii) whether, in connection with the audit of the two most recent fiscal years and any subsequent interim period preceding such resignation, dismissal or engagement, there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statements disclosure, auditing scope or procedures, or compliance with the applicable rules of the Commission, which, if not resolved to the satisfaction of the former accountant, would have caused him to make reference in connection with his report to the subject matter of the disagreements (if so, describe such disagreements). The disagreements required to be reported in this paragraph (g)(2) include both those resolved to the former accountant's satisfaction and those not resolved to the former accountant's satisfaction. Disagreements contemplated by this paragraph (g)(2) are those which occur at the decision-making level, i.e., between personnel of the applicant or registrant responsible for presentation of its financial statements and schedules and personnel of the accounting firm responsible for rendering its report. The notice must also state whether the accountant's report on the financial statements and schedules for any of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified as to uncertainties, audit scope, or accounting principles (if so, describe the nature of each such adverse opinion, disclaimer of opinion, or qualification). An applicant must also request the former accountant to furnish the applicant with a letter addressed to the National Futures Association, and a registrant must also request the former accountant to furnish the registrant with a letter addressed to the Commission, stating whether he agrees with the statements contained in the notice of the applicant or registrant and, if not, stating the respects in which he does not agree. Each copy of the notice and accountant's letter must be manually signed by the sole proprietor or a general partner or a duly authorized corporate officer of the applicant or registrant, as appropriate, and by the accountant.
(3) If (i) within the 24 months prior to the date of the most recent audited financial statement, a notice has been filed pursuant to paragraph (g)(1) of this section reporting a change of accountants, (ii) included in such filing there is a reported disagreement on any matters of accounting principles or practices, financial statements disclosure, auditing scope, or noncompliance with the applicable rules of the Commission, (iii) during the fiscal year in which the change in accountants took place or during the subsequent fiscal year, there have been any transactions or events similar to those which involved a reported disagreement, and (iv) such transactions or events are material and were accounted for or disclosed in a manner different from that which the former accountant apparently would have concluded was required, the existence and nature of the disagreements and also the effect on the financial statements must be stated in a written notice to the National Futures Association, in the case of an applicant, or to the Commission at its principal office in Washington, DC, and the designated self-regulatory organization, if any, in the case of a registrant, if the method which the former accountant apparently would have concluded was required had been followed. These disclosures need not be made if the method asserted by the former accountant ceases to be generally accepted because of authoritative standards or interpretations subsequently issued. The notice required by this paragraph (g)(3) must be filed by the applicant or registrant concurrently with the financial statements and schedules to which it pertains.
|
.64 How are changes with respect to an independent accountant engaged to perform a surprise examination of funds and securities under Advisers Act Rule 206(4)-2 reported?
Pursuant to Instruction 3 to Form ADV-E, an independent accountant engaged to perform a surprise examination of funds and securities in accordance with Advisers Act Rule 206(4)-2 must file a statement on Form ADV-E (a designated form for accountants' filings related to surprise examinations) within four business days of its resignation, dismissal, or termination from the engagement, or a decision to decline reappointment. That statement must include:
(A) The date of such resignation, dismissal, removal, or other termination, and the name, address, and contact information of the accountant, and
(B) An explanation of any problems relating to examination scope or procedure that contributed to such resignation, dismissal, removal, or other termination.
Change in accountant filings for investment advisers are made electronically on Form ADV-E through the Investment Adviser Registration Depository (IARD). The adviser must initiate the filing by providing the auditor an electronic link to the form. Instructions on the use of the IARD to file Form ADV-E, including accountant terminations, are available at: https://www.iard.com/pdf/formADV-E.pdf. For a termination, the filing is in the form of a "fill-in-the-blanks" webpage, including:
– Date of Termination
– Accounting Firm Name and contact information (address, city, state, zip code, country, telephone number and e-mail)
– Reason for the Termination (with a "drop-down" box of standard reasons)
– The Question, "Were there any problems relating to the examination scope or procedure that contributed to such resignation, dismissal, removal, or other termination?" with "Yes/No" radio buttons. If this question is answered "Yes," a statement of those problems must be uploaded in the form of a searchable-text PDF file.
Note that the IARD presently accepts only a single PDF attachment to any individual filing.
Since the entity that is subject to the surprise examination is generally not an SEC audit client, as defined, a PCAOB cessation letter is generally not required for these changes in accountants. Similarly, there is no requirement to report whether any governing body approved the change in accountants, as many advisers are privately-held entities who do not have independent governing bodies (including sole proprietorships).
The SEC Division of Investment Management staff has stated informally that a change in accountants is only deemed to have occurred upon an affirmative communication between the adviser and the accountant of a change. A failure to execute an engagement letter on a timely basis, or an adviser's extended failure to communicate with the accountant about engaging them for the current year's examination, would not be considered an implicit termination requiring issuance of the statement.
The SEC staff has also advised that, where a surprise examination was used to comply with the custody rule for a pooled investment vehicle in one year, but in the following year an annual audit of the vehicle's financial statements will be relied upon for compliance purposes instead, a Form ADV-E reporting the termination of the auditor for purposes of the surprise examination should be filed (even if the same auditor will perform the financial statement audit). The purpose of the filing is to notify the Commission that the surprise examination has been discontinued. If there is no appropriate drop-down reason for the termination, a statement should be filed noting the discontinuance of the surprise examination.
.9 Frequently asked questions
.901 Does the term significant subsidiary used in S-K 304(a) include an equity method investee that is significant under S-X 3-09?
In this context, we understand the term "significant subsidiary" does not include an equity method investee even if the investee is significant under S-X 3-09, and even if the principal auditor made reference to the investee's auditor in the principal auditor's opinion on the registrant's financial statements.
.902 Do the auditor change requirements apply if the former auditor will continue to provide services (e.g., complete an in-progress audit or interim review)?
Yes. See further discussion in SEC 6150.909.
.903 Can a registrant’s Item 4.01 Form 8-K reporting obligation be satisfied by providing the required disclosures in a periodic report (e.g., Form 10-K or Form 10-Q) if the periodic report is filed within the four-business day deadline?
No. The SEC staff has indicated that Item 4.01 Form 8-K disclosure requirements cannot be satisfied by filing the information in a periodic report. This is true even if the periodic report is filed within the four-business day deadline for filing the Item 4.01 Form 8-K. See Exchange Act Form 8-K CDIs 101.01 and 214.02 and SEC 3150.903.
.904 Does the SEC staff consider a change between member firms that are different legal entities of the same network to be an auditor change that triggers disclosure?
Yes. The SEC's auditor change disclosure requirements are triggered when there is a change between member firms that are different legal entities of the same network (e.g., change from Audit Network A’s US member firm to Audit Network A’s-Canadian member firm). See Exchange Act Form 8-K CDI 114.02.
When considering the disclosure requirements associated with the newly engaged firm, the SEC staff recognizes that the new auditor may have participated in the audit of a portion of the registrant in prior years. The SEC staff has indicated that they generally would not object to excluding disclosure of consultations with members within the same global network that are performed in the ordinary course of the audit. An entity could include disclosure that there have been no consultations other than those conducted in the ordinary course of the audit, and the SEC staff would not require that a list of those normal course consultations be disclosed. See Topic IX.D from the highlights from the March 2012 meeting of the CAQ SEC Regulations Committee.
.905 If an auditor change was a result of revocation of the auditor’s PCAOB registration, should that fact be disclosed?
Yes. SEC FRM 4115.2 addresses disclosures that should be made when an auditor’s registration is revoked by the PCAOB. It states that a company should indicate that the PCAOB has revoked the registration of its prior auditor when providing the information that S-K 304 requires regarding a change in accountants. See Exchange Act Form 8-K CDI 114.01 and Regulation S-K CDI 111.07. If a company previously explained the PCAOB registration revocation in its Item 4.01 Form 8-K, it does not need to repeat this disclosure in its Form 10-K.
[Editor’s note: Audit reports issued by an auditor whose registration has been revoked by the PCAOB may not be included in a registrant’s filings after the revocation date. This is true even if the reports were issued prior to the revocation. A registrant in this fact pattern will likely need to engage a new auditor to perform reaudits of prior period financial statements. See SEC FRM 4115.1.]
.906 Would a disagreement regarding the assessment of a material weakness require disclosure under S-K 304(a)(iv) in connection with an auditor change?
We understand that the SEC staff has concluded that disclosure of a disagreement relating to a conclusion regarding a material weakness assessment would only be required if the disagreement is the reason for the auditor change. See, for example, Question 5 in Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (Frequently Asked Questions) (revised 9/24/2007).
We understand that the disclosure requirement would also apply (assuming that the disagreement is the reason for the change) even if management ultimately adopted the auditor's point of view and concluded that a material weakness exists if they only did so not to have a report different from the auditor's report.
[Editor’s note: The disclosure of other disagreements under S‑K 304 is not conditioned on the reason for the change in auditor.]
.907 Is a PCAOB cessation letter required from a former auditor that was not a member of the SEC Practice Section of the AICPA on April 16, 2003?
No. A PCAOB cessation letter is not required if the former auditor was not an SECPS member firm on April 16, 2003. Within the PwC network, only the US member firm is a former SECPS member firm. None of the non-US PwC network member firms are former SECPS member firms.
.908 Is a PCAOB cessation letter required in connection with an auditor change relating to an employee benefit plan that files its annual report on Form 11-K?
SEC FRM 15230 states that the Division of Corporation Finance staff does not object when employee benefit plans filing Form 11-K do not file any other Exchange Act reports. Accordingly, the SEC staff has indicated that plans are not subject to any Form 8-K reporting requirements, including Item 4.01 regarding changes in the plan's certifying accountant. We understand the SEC staff has stated that PCAOB cessation letters are not required to be submitted for employee benefit plans.
.909 Is an existing SEC registrant required to file two Item 4.01 Form 8-Ks when an auditor change is communicated but won’t become effective until a later date?
Sometimes an auditor change is communicated, but the change will not become effective until the current (i.e., outgoing) auditor completes certain services (e.g., an in-process audit or review). This approach is oftentimes used as a means to facilitate an orderly transition between the predecessor and successor auditors. The Item 4.01 Form 8-K must be filed within four business days of the initial notification of the auditor change. The SEC staff has indicated that an amendment to the initial Item 4.01 Form 8-K is not required when the termination becomes effective (e.g., upon the filing of a subsequent Form 10-K).
[Editor's note: We believe that if there were disagreements or reportable events between the filing of the initial Form 8-K communicating the auditor change and the effective date of the termination that were not previously disclosed, the company should consider (together with its legal counsel) whether disclosure is warranted. In addition, we believe that the SEC staff could elicit disclosure of disagreements or reportable events in other ways.]
[Editor's note: The SEC staff's view referred to above does not affect the requirement to communicate disagreements to the audit committee, or the requirement to file an amended Item 4.01 Form 8-K when the new auditor is engaged (if the new auditor had not yet been engaged at the time of making the disclosures regarding the outgoing auditor).]
.910 Could an existing SEC registrant be required to make two Item 4.01 Form 8-K filings if the dismissal of the former auditor and the engagement of the new auditor are not disclosed at the same time?
Yes. As noted above, disclosure relating to the former auditor and disclosure relating to a new auditor are separate requirements. Although in most cases, the disclosures relating to the new auditor and the former auditor are made at the same time, there are situations in which the disclosures are made at different times. See Instruction to Item 4.01 Form 8-K.
The following example illustrates a situation in which two Item 4.01 Form 8-Ks would be filed.
Facts: Company Y, a calendar year-end SEC registrant, notified its auditor on January 26, 2023 that it will be dismissed upon completion of the audit of the financial statements for the year ended December 31, 2022. On February 6, 2023, Company Y engaged a new auditor to audit the financial statements for the year ending December 31, 2023. The former auditor will complete its audit of the 2022 financial statements. The new auditor will perform the review of the first quarter of 2023.
Analysis: Company Y will report the dismissal of its former auditor by filing an Item 4.01 Form 8-K no later than February 1, 2023 (the fourth business day after notification). The Form 8-K will include disclosures through the date of notification and an Exhibit 16 letter from the former auditor either (i) filed with the Form 8-K or (ii) filed by amendment to the Form 8-K within ten business days.
Company Y will file an amendment to the Item 4.01 Form 8-K to disclose the engagement of the new auditor no later than February 10, 2023 (the fourth business day after the engagement of the new auditor). We understand that the SEC staff would not require an amendment to the Item 4.01 Form 8-K in connection with the effectiveness of the termination of the former auditor upon the filing of the Company's Form 10-K for the year ended December 31, 2022. However, the Company should consider (together with its legal counsel) whether disclosure of any additional disagreements or reportable events is warranted. See SEC 6150.909.
.911 Could the PCAOB cessation letter requirements discussed in SEC 6150.41 be triggered while a company is in the process of completing an initial public offering (i.e., the company is not yet a reporting company)?
Yes. The term SEC registrant as it is used in section 1000.38(m) of the AICPA SEC Practice Section Manual includes an issuer making an initial filing, including amendments, under the Securities Act or the Exchange Act (see AICPA SEC Practice Section Manual section 1000.38 (Appendix D)). As noted in SEC 6150.41, a former SECPS member firm that has been the auditor for a company that meets the definition of an SEC registrant that is not required to file current reports on Form 8-K is required to report that the auditor-client relationship has ceased directly in writing to the former client and the SEC. Accordingly, if a former SECPS member firm resigns, declines to stand for re-election or is dismissed as the auditor of a company that meets the definition of an SEC registrant, it must follow the applicable PCAOB cessation letter requirements. There is nothing in the PCAOB cessation letter requirements that would exempt an auditor change with respect to a company that meets the definition of an SEC registrant but is not (yet) required to file Exchange Act reports with the SEC.
.912 Is an Exhibit 16 letter required for inclusion in a draft registration statement?
No. Under certain circumstances, the SEC permits companies to submit draft Securities Act registration statements for confidential/non-public review. These draft registration statements are not considered “filed” with the SEC and, therefore, do not require an Exhibit 16 letter until the first public filing of the registration statement. It is important to note that the SEC expects that the S-K 304 disclosures will be included in the draft registration statement.
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
Link copied
