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UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION 

Securities Act of 1933

Release No. 11273 / February 22, 2024

Securities Exchange Act of 1934

Release No. 99583 / February 22, 2024

ORDER REGARDING REVIEW OF FASB ACCOUNTING SUPPORT FEE FOR 2024

UNDER SECTION 109 OF THE SARBANES-OXLEY ACT OF 2002 

The Sarbanes-Oxley Act of 2002 (“SOX” or the “Act”) provides that the Securities and 

Exchange Commission (the “Commission”) may recognize, as generally accepted for purposes 

of the securities laws, any accounting principles established by a standard-setting body that 

meets certain criteria.1 Section 109 of SOX provides that all of the budget of such a standardsetting body shall be payable from an annual accounting support fee assessed and collected 

against each issuer, as may be necessary or appropriate to pay for the budget and provide for the 

expenses of the standard-setting body, and to provide for an independent, stable source of

funding, subject to review by the Commission. Under Section 109(f) of the Act, the amount of

fees collected for a fiscal year shall not exceed the “recoverable budget expenses” of the 

standard-setting body. Section 109(i) of SOX amends Section 13(b)(2) of the Securities 

Exchange Act of 1934 to require issuers to pay the allocable share of a reasonable annual 

accounting support fee or fees, determined in accordance with Section 109 of the Act.

On April 25, 2003, the Commission issued a policy statement concluding that the 

Financial Accounting Standards Board (“FASB”) and its parent organization, the Financial 

Accounting Foundation (“FAF”), satisfied the criteria for an accounting standard-setting body 

1 See 15 U.S.C. 7201 et seq.
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under the Act, and recognizing the FASB’s financial accounting and reporting standards as 

“generally accepted” under Section 108 of the Act.

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 Accordingly, the Commission undertook 

a review of the FASB’s accounting support fee for calendar year 2024.

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 In connection with its

review, the Commission also reviewed the budget for the FAF and the FASB for calendar year 

2024.

Section 109 of SOX provides that, in addition to the accounting support fee, the

standard-setting body can have additional sources of revenue for its activities, such as 

earnings from sales of publications, provided that each additional source of revenue shall not 

jeopardize, in the judgment of the Commission, the actual or perceived independence of the

standard setter. In this regard, the Commission also considered the interrelation of the 

operating budgets of the FAF, the FASB, and the Governmental Accounting Standards Board 

(“GASB”), the FASB’s sister organization, which sets accounting standards used by state and 

local government entities. The Commission has been advised by the FAF that neither the 

FAF, the FASB, nor the GASB accept contributions from the accounting profession.

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

has determined the FASB’s spending of the 2024 accounting support fee is sequestrable 

under the Budget Control Act of 2011.

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 So long as sequestration is applicable, we 

anticipate that the FAF will work with the Commission and Commission staff as appropriate

regarding its implementation of sequestration.

2

 See Commission Statement of Policy Reaffirming the Status of the FASB as a Designated Private-Sector 

Standard Setter, Release No. 33-8221 (Apr. 25, 2003) [68 FR 23333 (May 1, 2003)].

3

 The Financial Accounting Foundation’s Board of Trustees approved the FASB’s budget on Oct. 30, 2023. 

The FAF submitted the approved budget to the Commission on Nov. 1, 2023.

4

 See OMB Report to the Congress on the BBEDCA 251A Sequestration for Fiscal Year 2024, available at

https://www.whitehouse.gov/wp-content/uploads/2023/03/BBEDCA_Sequestration_Report_and_Letter_3-

13-2024.pdf.
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After its review, the Commission determined that the 2024 annual accounting 

support fee for the FASB is consistent with Section 109 of the Act. Accordingly,

IT IS ORDERED, pursuant to Section 109 of SOX, that the FASB may act in 

accordance with this determination of the Commission.

By the Commission.

Vanessa A. Countryman,

Secretary.