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H.R. 6021 (115th): Small Business Audit Correction Act of 2018


The text of the bill below is as of Dec 12, 2018 (Reported by House Committee). The bill was not enacted into law.


IB

Union Calendar No. 834

115th CONGRESS

2d Session

H. R. 6021

[Report No. 115–1075]

IN THE HOUSE OF REPRESENTATIVES

June 6, 2018

(for himself and Mr. Gonzalez of Texas) introduced the following bill; which was referred to the Committee on Financial Services

December 12, 2018

Additional sponsor: Mr. Beyer

December 12, 2018

Reported with amendments, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

Strike out all after the enacting clause and insert the part printed in italic

For text of introduced bill, see copy of bill as introduced on June 6, 2018


A BILL

To amend the Sarbanes-Oxley Act of 2002 to exclude privately held, non-custody brokers and dealers that are in good standing from certain requirements under title I of that Act, and for other purposes.


1.

Short title

This Act may be cited as the Small Business Audit Correction Act of 2018.

2.

Exemption

(a)

Amendments to title I of the Sarbanes-Oxley Act of 2002

Section 110 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7220) is amended—

(1)

in paragraph (3), by inserting , except that the term does not include a non-custody broker or dealer that is privately held and in good standing after registered public accounting firm;

(2)

in paragraph (4), by inserting , except that the term does not include a non-custody broker or dealer that is privately held and in good standing after registered public accounting firm;

(3)

by redesignating paragraphs (5) and (6) as paragraphs (8) and (9), respectively; and

(4)

by inserting after paragraph (4) the following:

(5)

In good standing

The term in good standing means, with respect to a broker or dealer (as those terms are defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))), that, as of the last day of the most recently completed fiscal year of the broker or dealer, as applicable, the broker or dealer—

(A)

was registered with the Commission;

(B)

was a member of a registered securities association (as defined under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3));

(C)

was compliant with the minimum dollar net capital requirements under section 240.15c3–1 of title 17, Code of Federal Regulations, or any successor regulation;

(D)

had not, during the 10-year period preceding that date, been convicted of a felony under Federal or State law;

(E)

does not have an associated person (as that term is defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) who, during the 10-year period preceding that date, was convicted of a felony under Federal or State laws for fraudulent conduct; and

(F)

was not, as provided by section 3(a)(39) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))—

(i)

expelled or suspended from membership or participation in any self-regulatory organization (as provided in section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26))) or a registered futures association (as provided in section 17 of the Commodity Exchange Act (7 U.S.C. 21));

(ii)

subject to an order of the Commission, or other appropriate regulatory agency, denying, suspending, or revoking its registration as any regulated entity; or

(iii)

subject to an order of the Commodity Futures Trading Commission, or other appropriate regulatory agency, denying, suspending, or revoking its registration under the Commodity Exchange Act (7 U.S.C. 1 et seq.) or its authority to engage in any transactions.

(6)

Non-custody broker or dealer

The term non-custody broker or dealer means a broker or dealer (as those terms are defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))), as applicable, that—

(A)

as of the last day of the most recently completed fiscal year of the broker or dealer had not less than 1 and not more than 150 associated persons (as that term is defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) registered with a self-regulatory organization (as provided in section 3(a)(26) of the Securities Exchange Act (15 U.S.C. 78c(a)(26))) of which the broker or dealer is a member; and

(B)

throughout the most recently completed fiscal year of the broker or dealer—

(i)

did not, as a matter of ordinary business practice in connection with the activities of the broker or dealer, receive customer checks, drafts, or other evidence of indebtedness made payable to the broker or dealer;

(ii)

promptly forwarded customer securities and customer checks, drafts, or other evidence of indebtedness payable to a third party, including a clearing broker or dealer, in compliance with section 240.15c3-3 of title 17, Code of Federal Regulations, or any successor regulation;

(iii)

did not otherwise hold customer securities or cash;

(iv)

if required under section 3(a)(2) of the Securities Investor Protection Act of 1970 (15 U.S.C. 78ccc(a)(2)), was a member of the Securities Investor Protection Corporation; and

(v)

either—

(I)

claimed exemption from section 240.15c3–3 of title 17, Code of Federal Regulations, or any successor regulation; or

(II)

claimed no exemption from such section 240.15c3–3, or any successor regulation, or was not otherwise subject to such, because the broker or dealer did not maintain custody over any customer securities or cash.

(7)

Privately held

The term privately held means, with respect to a broker or dealer (as those terms are defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))), that the broker or dealer, as applicable, is not an issuer.

.

(b)

Amendments to regulations

Not later than 180 days after the date of enactment of this Act, the Securities and Exchange Commission shall make any necessary amendments to regulations of the Commission that are in effect as of the date of enactment of this Act in order to—

(1)

carry out this Act and the amendments made by this Act; and

(2)

to exclude the auditors of non-custody brokers and dealers that are privately held and in good standing (as such terms are defined under section 110 of the Sarbanes-Oxley Act of 2002) from the audit requirements of the Public Company Accounting Oversight Board.

(c)

Effective date

This Act, and the amendments made by this Act, shall take effect on the date that is 180 days after the date of enactment of this Act.

Amend the title so as to read: A bill to amend the Sarbanes-Oxley Act of 2002 to exclude the audits of privately held, non-custody brokers and dealers that are in good standing from certain requirements under title I of that Act, and for other purposes..

December 12, 2018

Reported with amendments, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed