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Final Rule

Holding Foreign Companies Accountable Act Disclosure

Overview

We are adopting amendments to finalize interim final rules that revised Forms 20-F, 40-F, 10-K, and N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act ("HFCA Act'). The final amendments apply to registrants that the Securities and Exchange Commission ("Commission') identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board ("PCAOB') is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCA Act, the amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer's annual report regarding the audit arrangements of, and governmental influence on, such registrants.

Prior Actions

Last Reviewed or Updated: April 7, 2023

Details

File Number
S7-03-21
Rule Type
Final
Release Number
34-93701
IC-34431
SEC Issue Date
Effective Date

January 10, 2022, except for the addition of §232.405(c)(1)(iii)(C), which is effective from January 10, 2022, until July 1, 2023

Federal Register Publish Date
Document Citation

86 FR 70027

RIN
3235-AM84