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4510 Change in accountants
us SEC - Financial Reporting Manual
4510.1 If a change in accountant for a registrant or a significant subsidiary on whose report the principal accountant relied occurred within 24 months prior to or in any period subsequent to the date of the most recent financial statements, the registrant should provide the required information in:
- An Item 4.01 Form 8-K within 4 business days of the change;
- Proxy statements, even though previously disclosed in Form 8-K, if required by Item 9 of Schedule 14A; and
- Forms 10-K and 20-F, and registration statements, unless the change was previously disclosed.
NOTE: The disclosures about disagreements required by S-K 304(b) must always be provided, where required, even if previously disclosed. [Instruction 1 to S-K 304; Instruction 2 to Item 16F of Form 20-F for registrants with fiscal years ending on or after December 15, 2009] |
4510.2 Disclosure of the following items should be provided:
- Whether the accountant resigned, declined to stand for reelection or was discharged (one of these must be specifically stated in the filing);
- The date of resignation or discharge;
- Whether the decision was recommended or approved by the Board of Directors or a committee thereof;
- Whether the accountant had issued a report in the last two fiscal years containing a disclaimer or adverse opinion, or that was qualified or modified. A modified opinion includes an opinion that expresses substantial doubt about a company's ability to continue as a going concern;
- Whether in connection with audits of the two most recent years through the date of resignation or discharge there were any disagreements with the former accountant on any matter which, if not resolved to the satisfaction of the accountant, would have caused the accountant to make reference in its report to the matter. Among other items specified in S-K 304(a)(1)(iv), the filing should describe the subject matter of any such disagreement. Disagreements required to be reported include both those resolved to the satisfaction of the accountant and those not resolved to the satisfaction of the accountant.
- If there were any reportable events described under S-K 304(a)(1)(v) during the two most recent years and any interim period preceding the former accountant's resignation or discharge, provide the disclosures required by S-K 304(a)(1)(iv). If the event led to a disagreement, then it should be reported as described under Section 4510.2(e) and need not be repeated.
4510.3 If the registrant amends the Item 4.01 Form 8-K disclosures for any reason, it must also file an updated letter from the auditor addressing the revised disclosures as Exhibit 16.
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