UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION 

Securities Act of 1933 

Release No. 11258 / December 13, 2023

Securities Exchange Act of 1934 

Release No. 99150 / December 13, 2023

ORDER APPROVING PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD 

BUDGET AND ANNUAL ACCOUNTING SUPPORT FEE FOR CALENDAR YEAR 

2024

The Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”),1established 

the Public Company Accounting Oversight Board (“PCAOB”) to oversee the audits of 

companies that are subject to the securities laws, and related matters, in order to protect the 

interests of investors and further the public interest in the preparation of informative, accurate, 

and independent audit reports. Section 982 of the Dodd-Frank Wall Street Reform and Consumer 

Protection Act2amended the Sarbanes-Oxley Act to provide the PCAOB with explicit authority 

to oversee auditors of broker-dealers registered with the Securities and Exchange Commission 

(the “Commission”). The PCAOB accomplishes these investor protection and public interest 

goals through the registration of public accounting firms, standard setting, inspections, and 

investigation and disciplinary programs. The PCAOB is subject to the comprehensive oversight 

of the Commission.

Section 109 of the Sarbanes-Oxley Act provides that the PCAOB shall establish a 

reasonable annual accounting support fee, as may be necessary or appropriate to establish and 

maintain the PCAOB. Under Section 109(f) of the Sarbanes-Oxley Act, the aggregate annual 

accounting support fee shall not exceed the PCAOB’s aggregate “recoverable budget expenses,” 

1 15 U.S.C. 7201 et seq.

2 Pub. L. No. 111-203, 124 Stat. 1376 (2010).
2

which may include operating, capital, and accrued items. The PCAOB’s annual budget and 

accounting support fee are subject to approval by the Commission. In addition, the PCAOB must 

allocate the annual accounting support fee among issuers and registered brokers and dealers.

Section 109(b) of the Sarbanes-Oxley Act directs the PCAOB to establish a budget for 

each fiscal year in accordance with the PCAOB’s internal procedures, subject to approval by the 

Commission. Rule 190 of Regulation P (the “Budget Rule”) governs the Commission’s review 

and approval of PCAOB budgets and annual accounting support fees.3 The Budget Rule

provides, among other things, a timetable for the preparation and submission of the PCAOB 

budget and for Commission actions related to each budget, a description of the information that 

should be included in each budget submission, limits on the PCAOB’s ability to incur expenses 

and obligations except as provided in the approved budget, procedures relating to supplemental 

budget requests, requirements for the PCAOB to provide on a quarterly basis certain budgetrelated information, and a list of definitions that apply to the rule and to general discussions of 

PCAOB budget matters. 

In accordance with the Budget Rule, in March 2023 the PCAOB provided the 

Commission with a narrative description of its program issues and outlook for the 2024 budget 

year. In response, the Commission provided the PCAOB with general budgetary guidance for the 

2024 budget year. The PCAOB subsequently delivered a preliminary budget and budget 

justification to the Commission. Staff from the Commission’s Office of the Chief Accountant 

and Office of Financial Management dedicated a substantial amount of time to the review and 

analysis of the PCAOB’s programs, projects, and budget estimates and participated in a number 

of meetings with staff of the PCAOB to further develop the understanding of the PCAOB’s 

3 17 CFR 202.190. 
3

budget and operations. During the course of this review, Commission staff relied upon 

representations and supporting documentation from the PCAOB. Based on this review, the 

Commission issued a “passback” letter to the PCAOB on October 30, 2023. On November 16, 

2023, the PCAOB adopted its 2024 budget and accounting support fee during an open meeting, 

and subsequently submitted that budget to the Commission for approval. 

After considering the above, the Commission did not identify any proposed 

disbursements in the 2024 budget adopted by the PCAOB that are not properly recoverable 

through the annual accounting support fee, and the Commission believes that the aggregate 

proposed 2024 annual accounting support fee does not exceed the PCAOB’s aggregate 

recoverable budget expenses for 2024. 

The Commission continues to emphasize the importance of the PCAOB’s identification 

of efficiencies and process improvements. Accordingly, the Commission requests that the 

PCAOB continue to evaluate its operational efficiency, improvements, and budgetary needs and 

submit such assessments to the Commission in connection with the 2025 budget cycle. 

Coordination between the SEC and PCAOB continues to be important. The Commission 

directs the PCAOB during 2024 to continue to hold monthly meetings, as necessary, with the 

Commission’s staff to discuss important policy initiatives, changes related to program areas, and 

significant impacts to the PCAOB’s 2024 budget, including significant differences between 

actual and budgeted amounts and anticipated cost-savings. Separately, the Commission directs 

the PCAOB to continue its written quarterly updates on recent activities, including strategic

initiatives, for the PCAOB’s Office of Economic and Risk Analysis; Data, Security, and 

Technology group within the Office of the Chief Operating Officer; and Division of Registration 

and Inspections. The Commission expects the PCAOB to make itself available to meet with 
4

individual Commissioners on these and other topics. Further, the Commission requests that the 

PCAOB submit its 2023 annual report to the Commission by March 29, 2024.

The Commission understands that the Office of Management and Budget (“OMB”) has 

determined that the 2024 budget of the PCAOB is subject to sequestration under the Budget 

Control Act of 2011.4 For 2023, the PCAOB sequestered $19.9 million. That amount will 

become available in 2024. For 2024, the sequestration amount will be 5.7% or $21.9 million. 

Consequently, we expect the PCAOB will have approximately $2.0 million less funds available 

from the 2023 sequestration for spending in 2024. Accordingly, the PCAOB should submit a 

revised spending plan for 2024 reflecting a $2.0 million reduction to budgeted expenditures as a 

result of the increase in sequestration amount from 2023 to 2024.The Commission has 

determined that the PCAOB’s 2024 budget and annual accounting support fee are consistent with 

Section 109 of the Sarbanes-Oxley Act. Accordingly, 

IT IS ORDERED, pursuant to Section 109 of the Sarbanes-Oxley Act, that the PCAOB 

budget and annual accounting support fee for calendar year 2024 are approved. 

By the Commission. 

Vanessa A. Countryman,

Secretary.

4 OMB Report to the Congress on the BBEDCA 251A Sequestration for Fiscal Year 2024 (Mar. 13, 2023), 

available at https://www.whitehouse.gov/wpcontent/uploads/2023/03/BBEDCA_Sequestration_Report_and_Letter_3-13-2024.pdf.