IB 

Union Calendar No. 458 

114TH CONGRESS 

2D SESSION H. R. 4139 

[Report No. 114–588] 

To amend the Sarbanes-Oxley Act of 2002 to provide a temporary exemption 

for low-revenue issuers from certain auditor attestation requirements. 

IN THE HOUSE OF REPRESENTATIVES 

DECEMBER 1, 2015 

Ms. SINEMA (for herself and Mr. FITZPATRICK) introduced the following bill; 

which was referred to the Committee on Financial Services 

MAY 23, 2016 

Additional sponsor: Mr. DELANEY

MAY 23, 2016 

Committed to the Committee of the Whole House on the State of the Union 

and ordered to be printed 


emcdonald on DSK9F6TC42PROD with BILLS
2 

•HR 4139 RH

A BILL 

To amend the Sarbanes-Oxley Act of 2002 to provide a 

temporary exemption for low-revenue issuers from certain 

auditor attestation requirements. 


emcdonald on DSK9F6TC42PROD with BILLS
3 

•HR 4139 RH

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Fostering Innovation 

5 Act of 2015’’. 

6 SEC. 2. TEMPORARY EXEMPTION FOR LOW-REVENUE 

7 ISSUERS. 

8 Section 404 of the Sarbanes-Oxley Act of 2002 (15 

9 U.S.C. 7262) is amended by adding at the end the fol10 lowing: 

11 ‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE

12 ISSUERS.— 

13 ‘‘(1) LOW-REVENUE EXEMPTION.—Subsection 

14 (b) shall not apply with respect to an audit report 

15 prepared for an issuer that— 

16 ‘‘(A) ceased to be an emerging growth 

17 company on the last day of the fiscal year of 

18 the issuer following the fifth anniversary of the 

19 date of the first sale of common equity securi20 ties of the issuer pursuant to an effective reg21 istration statement under the Securities Act of 

22 1933; 

23 ‘‘(B) had average annual gross revenues of 

24 less than $50,000,000 as of its most recently 

25 completed fiscal year; and 


emcdonald on DSK9F6TC42PROD with BILLS
4 

•HR 4139 RH

1 ‘‘(C) is not a large accelerated filer. 

2 ‘‘(2) EXPIRATION OF TEMPORARY EXEMP3 TION.—An issuer ceases to be eligible for the exemp4 tion described under paragraph (1) at the earliest 

5 of— 

6 ‘‘(A) the last day of the fiscal year of the 

7 issuer following the tenth anniversary of the 

8 date of the first sale of common equity securi9 ties of the issuer pursuant to an effective reg10 istration statement under the Securities Act of 

11 1933; 

12 ‘‘(B) the last day of the fiscal year of the 

13 issuer during which the average annual gross 

14 revenues of the issuer exceed $50,000,000; or 

15 ‘‘(C) the date on which the issuer becomes 

16 a large accelerated filer. 

17 ‘‘(3) DEFINITIONS.—For purposes of this sub18 section: 

19 ‘‘(A) AVERAGE ANNUAL GROSS REVE20 NUES.—The term ‘average annual gross reve21 nues’ means the total gross revenues of an 

22 issuer over its most recently completed three 

23 fiscal years divided by three. 

24 ‘‘(B) EMERGING GROWTH COMPANY.—The 

25 term ‘emerging growth company’ has the meanVerDate Sep 11 2014 00:09 May 24, 2016 Jkt 059200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H4139.RH H4139

emcdonald on DSK9F6TC42PROD with BILLS
5 

•HR 4139 RH

1 ing given such term under section 3 of the Se2 curities Exchange Act of 1934 (15 U.S.C. 78c). 

3 ‘‘(C) LARGE ACCELERATED FILER.—The 

4 term ‘large accelerated filer’ has the meaning 

5 given that term under section 240.12b–2 of title 

6 17, Code of Federal Regulations, or any suc7 cessor thereto.’’. 


emcdonald on DSK9F6TC42PROD with BILLS
Union Calendar No. 458 

114TH CONGRESS 

2D SESSION H. R. 4139 

[Report No. 114–588] 

A BILL 

To amend the Sarbanes-Oxley Act of 2002 to proments. issuers from certain auditor attestation require- vide a temporary exemption for low-revenue 

MAY 23, 2016 

Committed to the Committee of the Whole House on the 

State of the Union and ordered to be printed 


emcdonald on DSK9F6TC42PROD with BILLS