```

[Federal Register Volume 89, Number 225 (Thursday, November 21, 2024)]
[Notices]
[Pages 92213-92226]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-27247]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101644; File No. PCAOB-2024-05]

Public Company Accounting Oversight Board; Notice of Filing of 
Proposed Rules on Constructive Requests To Withdraw From Registration

November 15, 2024.
    Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 
(``Sarbanes-Oxley,'' or the ``Act''), notice is hereby given that on 
Thursday, November 14, 2024, the Public Company Accounting Oversight 
Board (the ``Board'' or the ``PCAOB'') filed with the Securities and 
Exchange Commission (the ``Commission'' or the ``SEC'') the proposed 
rules described in Items I and II below, which items have been prepared 
by the Board. The Commission is publishing this notice to solicit 
comments on the proposed rules from interested persons.

I. Board's Statement of the Terms of Substance of the Proposed Rules

    On November 14, 2024, the Board adopted Constructive Requests to 
Withdraw from Registration (``proposed rules''). The text of the 
proposed rules appears in Exhibit A to the SEC Filing Form 19b-4 and is 
available on the Board's website at https://pcaobus.org/about/rules-rulemaking/rulemaking-dockets/docket-054 and at the Commission's Public 
Reference Room.

II. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rules

    In its filing with the Commission, the Board included statements 
concerning the purpose of, and basis for, the proposed rules and 
discussed any comments it received on the proposed rules. The text of 
these statements may be examined at the places specified in Item IV 
below. The Board prepared summaries, set forth in sections A, B, and C 
below, of the most significant aspects of such statements. In addition, 
to the extent that Section 103(a)(3)(C) of the Act applies to the 
proposed rules, the Board is requesting that the Commission approve the 
proposed rules, pursuant to that provision, for application to audits 
of emerging growth companies (``EGCs''), as that term is defined in 
Section 3(a)(80) of the Securities Exchange Act of 1934 (``Exchange 
Act''). The Board's request is set forth in section D.

A. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rules

(a) Purpose
    To further enhance the PCAOB's registration program, the Board 
adopted an amendment to its rule regarding withdrawals from 
registration. The amendment establishes a new procedural mechanism that 
will enable the Board to address situations in which a registered firm 
has ceased to exist, is nonoperational, or no longer wishes to remain 
registered, as demonstrated by its failures to file annual reports 
(PCAOB Form 2, Annual Report) and pay annual fees for at least two 
consecutive reporting years. Until now, a firm could be removed from 
PCAOB registration only if the Board either (1) authorized a withdrawal 
from registration based on firm-initiated withdrawal request or (2) 
imposed a disciplinary sanction revoking the firm's registration. The 
amendment the Board adopted introduces a third procedural mechanism for 
removing a firm from PCAOB registration. It builds on the existing 
framework of firm-initiated withdrawal requests under PCAOB Rule 2107, 
Withdrawal from Registration, by creating a process that treats 
consecutive delinquencies as a constructive request from a firm for 
leave to withdraw from registration. New paragraph (h) (``Constructive 
Withdrawal Requests'') of Rule 2107 will allow the Board, under certain 
conditions, to update its registration records by (1) treating a firm's 
failure both to file annual reports and to pay annual fees for at least 
two consecutive

[[Page 92214]]

reporting years as a constructive request by the firm for leave to 
withdraw from registration, and (2) deeming the firm's registration 
withdrawn.
    If approved by the Commission, Rule 2107(h) will take effect 
initially for annual reports and annual fees that are due in 2025, 
meaning that a registered firm that does not file an annual report and 
does not pay an annual fee for both the 2025 and 2026 reporting years 
could be deemed withdrawn from registration under Rule 2107(h) 
beginning in the fall of 2026.
    See Exhibit 3 for additional discussion of the purpose of this 
project.
(b) Statutory Basis
    The statutory basis for Rule 2107(h) is Title I of the Act, and, 
specifically, Section 102 of the Act (registration) and Sections 
101(c)(1), (c)(5), (f)(6), and (g)(1) of the Act (duties, powers, and 
rules of the Board). Rule 2107(h) directly relates to the Board's 
statutory duties and the purposes for its establishment.

B. Board's Statement on Burden on Competition

    Not applicable. The Board's consideration of the economic impacts 
of the proposed rules is discussed in section D below.

C. Board's Statement on Comments on the Proposed Rules Received From 
Members, Participants or Others

    The Board initially released the proposed rules for public comment 
in PCAOB Release No. 2024-001 (February 27, 2024).\1\ The Board 
received 18 written comment letters relating to its initial proposed 
rules. See Exhibits 2(a)(B) and 2(a)(C). The Board adopted its proposed 
amendment to Rule 2107 with modifications to address comments it 
received. The Board is continuing to consider next steps relating to 
other aspects of the initial proposed rules that the Board did not 
adopt on November 14, 2024. The Board has carefully considered comments 
received on proposed Rule 2107(h). The Board's response to the comments 
it received, and the changes it made to the initial proposed rules in 
response to the comments received, are discussed below.
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    \1\ See Proposals Regarding False or Misleading Statements 
Concerning PCAOB Registration and Oversight and Constructive 
Requests to Withdraw from Registration, PCAOB Release No. 2024-001 
(Feb. 27, 2024) (``Proposing Release'').
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Background
    Each year, a registered firm must file an annual report with the 
Board and pay an annual fee to the Board.\2\ Despite repeated 
reminders, a consistent group of firms neither files annual reports nor 
pays annual fees each year. The PCAOB's Registration staff devotes 
resources each year to sending multiple communications to these firms, 
but these efforts have repeatedly failed to yield the required annual 
reports and annual fees from this persistent group of delinquent firms. 
As of August 31, 2024, data show that 80 registered firms did not file 
annual reports and did not pay annual fees for both the 2022 and 2023 
reporting years.\3\
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    \2\ See PCAOB Rule 2200, Annual Report; PCAOB Rule 2202, Annual 
Fee.
    \3\ Figure 3 of the Proposing Release reflected 87 registered 
firms, as of December 31, 2023, that did not file annual reports and 
did not pay annual fees for both the 2022 and 2023 reporting years. 
By August 31, 2024, this number decreased to 80 firms. Five of the 
original 87 firms withdrew from registration in 2024, removing them 
from PCAOB registration as of August 31, 2024. Based on the PCAOB 
staff's analysis of data from Audit Analytics and PCAOB Form AP, 
Auditor Reporting of Certain Audit Participants, there is no 
indication that these five firms have performed any services for 
issuers requiring PCAOB registration between January 1, 2021, and 
August 31, 2024. Additionally, two of the original 87 firms 
addressed their prior noncompliance by filing their annual reports 
and paying their annual fees for the 2022 and 2023 reporting years 
after the due dates had passed, thus these firms are also no longer 
included in the analysis. Although five firms withdrew from 
registration and two firms are no longer delinquent, it is difficult 
to attribute this behavior directly to the Proposing Release. 
Moreover, this subset of firms is small compared to the 92 percent 
of firms (80 out of 87) that continue to exhibit a pattern of 
delinquency spanning at least two consecutive reporting years.
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    To be clear, the 80 registered firms in question were not merely 
late in filing their annual reports and paying their annual fees by the 
respective due dates. These firms have not filed annual reports and 
have not paid annual fees at all for both the 2022 and 2023 reporting 
years. It is possible that many of these firms either may no longer 
exist or may not understand that they remain registered with the PCAOB, 
given their consecutive failures to file annual reports and pay annual 
fees. The PCAOB staff believes that these firms include, for example, 
sole proprietorships that remain registered even though the sole 
proprietor has died; firms that registered with the Board years ago but 
now appear to be defunct; and small firms, often in foreign countries, 
that cannot be reached through the primary contact person designated by 
the firm.\4\ Additionally, the PCAOB staff believes that none of these 
80 firms has recently issued an audit report for an issuer.\5\ For 79 
of these firms, there is no indication that they have recently played a 
substantial role in issuer audits.\6\ This suggests that, with respect 
to the vast majority of consecutively delinquent firms--79 of the 80 
identified firms--there is no indication of recent engagement in 
services requiring PCAOB registration.
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    \4\ See Figure 1 for a breakdown by firm type of the 80 firms 
that did not file annual reports and did not pay annual fees for the 
2022 and 2023 reporting years.
    \5\ Based on Audit Analytics data, PCAOB staff analyzed audit 
reports issued between January 1, 2021, and August 31, 2024, which 
covers the 2022 and 2023 reporting years. The terms ``audit,'' 
``audit report,'' ``issuer, '' ``broker,'' and ``dealer'' are used 
as defined in the Act and PCAOB Rule 1001, Definitions of Terms 
Employed in Rules. The term ``broker-dealer'' refers to entities 
registered with the SEC as either a ``broker'' or a ``dealer,'' or 
both.
    \6\ Without a firm's own Form 2 reporting, it is challenging for 
the PCAOB staff to conclusively determine whether a firm has played 
a substantial role in preparing or furnishing an audit report for an 
issuer or broker-dealer. Based on a review of Form AP data, the 
PCAOB staff noted that one of the 80 firms that did not file annual 
reports and did not pay annual fees for both the 2022 and 2023 
reporting years was reported by another registered firm as 
potentially playing a substantial role in issuer audit reports 
issued in 2022, 2023, and 2024. However, the inferences that the 
PCAOB can draw from this are limited by the constraints inherent in 
Form AP reporting: (1) only the firm that issues the audit report to 
the issuer files Form AP, and it alone identifies ``other accounting 
firm'' participants and the audit hours attributable to those firms; 
and (2) for purposes of Form AP reporting, an ``other accounting 
firm'' is categorized as a participant in an issuer audit if any of 
its principals or professional employees performed work on the audit 
that was supervised by the firm that issues the audit report, 
irrespective of whether the ``other accounting firm'' itself 
participated in the audit. Therefore, after reviewing available 
data, the PCAOB staff has not found any indications that 79 of the 
80 firms have recently engaged in any services requiring PCAOB 
registration, and the participation of the remaining firm in such 
services remains uncertain due to the characteristics of Form AP 
reporting.
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    The presence of consecutively delinquent firms on the Board's list 
of registered firms hinders several regulatory objectives, including 
its ability to maintain an accurate public record of registered public 
accounting firms in operation that wish to remain registered; to ensure 
that the information required on annual reports is being reported to 
the public and the PCAOB; to collect mandatory annual fees; and to 
efficiently use PCAOB staff time and resources. Before now, the PCAOB 
has lacked an effective procedural mechanism to deal with such firms. 
The prior framework offered only two methods of removing a firm from 
PCAOB registration: (1) the Board authorizing a withdrawal based on a 
firm-initiated withdrawal request,\7\ and

[[Page 92215]]

(2) the Board instituting formal disciplinary proceedings that could 
lead to the revocation of the firm's registration due to violations of 
laws, rules, or standards that the Board is charged with enforcing.\8\
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    \7\ Pursuant to PCAOB rules, subject to certain limitations, a 
firm's registration with the Board is deemed withdrawn if the firm 
requests leave to withdraw by filing Form 1-WD, Request for Leave to 
Withdraw from Registration, and (i) the Board grants leave to 
withdraw, or (ii) the Board does not, within 60 days of receipt of 
the request, order that withdrawal of the firm's registration be 
delayed. See Rule 2107(a).
    \8\ Under Section 105(c)(4) and (5) of the Act and PCAOB Rule 
5300, Sanctions, the Board can revoke a firm's registration as a 
sanction in a Board disciplinary proceeding under certain 
circumstances. See Rule 1001(r)(ii) (defining ``revocation'' as ``a 
permanent disciplinary sanction terminating a firm's 
registration'').
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    As discussed below, the Board believes a ``constructive withdrawal 
request'' mechanism will provide the PCAOB with a reasonable, 
efficient, and equitable way of identifying and removing from 
registration firms that have ceased to exist, are nonoperational, or no 
longer wish to remain registered. After furnishing a consecutively 
delinquent firm with written notice and 60 days to contact the 
Registration staff, the new provision of the PCAOB's rule relating to 
withdrawal from registration permits the Board to treat a firm's 
failure both to file annual reports and to pay annual fees for at least 
two consecutive reporting years as a constructive request by the firm 
for leave to withdraw from registration, and to deem the firm's 
registration withdrawn. As indicated above, updating the PCAOB's 
registration records through this process will promote the quality of 
information by removing from registration firms that have ceased to 
exist, are nonoperational, or no longer wish to remain registered.
Discussion
    The PCAOB added a provision to an existing rule to advance the 
PCAOB's investor protection mission and to enhance the Board's 
registration program by creating a more accurate public record of 
registered public accounting firms in operation that wish to remain 
registered.
    Specifically, the PCAOB adopted an amendment to an existing rule to 
add a new provision that will permit the Board to deem a firm's 
registration withdrawn--under specified conditions and subject to 
enumerated safeguards--if the firm fails to file its annual reports and 
to pay its annual fees for at least two consecutive reporting years. 
This dual condition, involving the lack of both annual report 
submission and annual fee payment over two consecutive reporting years, 
is designed to identify and remove from registration firms that have 
ceased to exist, are nonoperational, or no longer wish to remain 
registered.
    Until now, the PCAOB has had no effective and efficient procedural 
mechanism to withdraw consecutively delinquent firms from registration. 
As noted above, under the Board's current rules, there are only two 
ways for a registered firm to depart from PCAOB registration. One is a 
firm-initiated withdrawal: a firm seeking to withdraw from registration 
can file a form requesting leave to withdraw.\9\ The other is 
revocation: when appropriate, a firm's registration can be revoked as a 
sanction in a Board disciplinary proceeding upon a finding of 
intentional, reckless, or repeatedly negligent conduct.\10\
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    \9\ Rule 2107 provides that a registered firm may request leave 
to withdraw from registration at any time by filing Form 1-WD. 
Withdrawal, however, is not immediately effective; the Board may 
order that withdrawal be delayed while the Board carries out an 
inspection, investigation, or disciplinary proceeding. See Rule 
2107(d). After a firm's registration is withdrawn, the firm is 
permitted to participate in audits of issuers or broker-dealers and 
otherwise associate with registered firms only so long as the 
withdrawn firm's participation falls below the ``substantial role'' 
threshold. See Rule 1001(p)(iii). A firm that withdraws from 
registration and later decides that it wishes to re-register must 
reapply for registration by filing a new PCAOB Form 1, Application 
for Registration.
    \10\ After the Board revokes a firm's registration, the firm is 
not permitted to participate in audits involving issuers or broker-
dealers or otherwise associate with a registered firm; even 
participation that falls below the ``substantial role'' threshold 
would violate the order revoking the firm's registration. See Rules 
on Investigations and Adjudications, PCAOB Release No. 2003-015 
(Sept. 29, 2003), at A2-7 (a revocation ``prohibit[s] the firm from 
preparing or issuing, or participating in the preparation or 
issuance of, audit reports''). The revocation remains in operation 
unless and until the Board approves a new application for 
registration submitted by the firm. See generally paragraphs (a) and 
(c) of PCAOB Rule 5302, Applications for Relief From, or 
Modification of, Revocations and Bars.
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    Withdrawal and revocation often suffice as methods for managing the 
PCAOB's registration records, but each of these paths depends on some 
form of active engagement with the registered firm. They begin either 
with the firm filing a withdrawal request or with the PCAOB's Office of 
the Secretary providing notice of an Order Instituting Disciplinary 
Proceedings (``OIP'') to the firm.\11\ In some circumstances, however, 
such as when a firm that has ceased to exist or is nonoperational or 
for some other reason consecutively fails to file its annual reports 
and pay its annual fees, it may not be possible to actively engage with 
that registered firm. To account for such situations, the Board 
believes there should be a procedural mechanism for the Board to update 
the PCAOB's registration records.
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    \11\ See generally PCAOB Rule 5201, Notification of Commencement 
of Disciplinary Proceedings.
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    Building on the Board's current withdrawal framework in Rule 2107, 
the core premise of Rule 2107(h) is that a two-year period of 
noncompliance with the PCAOB's annual reporting and annual payment 
requirements, following warnings of these omissions, can reasonably be 
interpreted as a constructive request by the firm for leave to withdraw 
from registration, provided that appropriate procedural safeguards are 
in place. Often, a firm's failure to file an annual report and pay an 
annual fee is the first indication that the firm may be defunct or no 
longer wishes to remain registered. Therefore, the Board believes that, 
when a firm fails to submit annual reports and to pay annual fees for 
at least two consecutive reporting years, it is reasonable to infer 
that the firm has ceased to exist, is no longer operational, or no 
longer wishes to remain registered with the PCAOB.
    As a withdrawal-based mechanism, Rule 2107(h) is not a disciplinary 
proceeding or disciplinary process. Instead of resulting in a 
disciplinary sanction (like a revocation), Rule 2107(h) would result in 
withdrawal of the firm from registration. Unlike a revocation, a 
withdrawal under Rule 2107(h) would not be reported as a disciplinary 
sanction to the Commission, state regulatory authorities, foreign 
accountancy licensing boards, or the public.\12\ A withdrawal under 
Rule 2107(h) would, instead, be reflected on the PCAOB's website as a 
withdrawal from registration. Should the firm seek re-registration, it 
would be required to file a Form 1 like other firms that were 
previously registered but withdrew from registration, without the need 
to adhere to the requirements of Rule 5302(a) or (c), which relate to 
the termination of revocation sanctions. Under Rule 2107(h), a firm 
whose registration is withdrawn, in contrast to a firm whose 
registration is revoked,\13\ would retain eligibility to perform work 
on audits of issuers or broker-dealers, provided that work remains 
below the substantial role threshold established by Rule 1001(p)(ii) 
and PCAOB Rule 2100, Registration Requirements for Public Accounting 
Firms. In accordance with Rule 2107(b)(1), a firm that has withdrawn 
from registration is permitted to reissue or give consent to the use of 
a prior audit report issued by the firm while registered with the 
Board; however, the firm is not allowed to update or dual-date any 
previously issued audit report once the firm is no longer registered.
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    \12\ Cf. Section 105(d) of the Act.
    \13\ See footnote 10.

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[[Page 92216]]

Consecutively Delinquent Firms and Current Responses
    Section 102(d) of the Act requires each registered firm to submit 
an annual report to the PCAOB. The PCAOB's annual reporting framework 
implements Section 102(d) by requiring each registered firm to report, 
on an annual basis, general information about the firm and its audit 
practice over the most recent 12-month reporting period. Annual reports 
must be filed on Form 2 and must be filed no later than June 30 of each 
year.\14\
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    \14\ See Rule 2200 and PCAOB Rule 2201, Time for Filing of 
Annual Report.
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    Annual reporting is an important part of the investor protection 
framework prescribed by the Act and PCAOB rules. Information provided 
by registered firms in their annual reports informs the PCAOB's 
oversight activities and provides information to the public regarding 
the nature and extent of each registered firm's audit practice with 
respect to issuers and broker-dealers. Annual reporting also keeps the 
PCAOB's records current on such basic information as the firm's name, 
location, and contact information, and provides assurance, through a 
firm certification,\15\ that the firm has reported the occurrence of 
various significant events during the reporting period on PCAOB Form 3, 
Special Report. When a firm does not comply with the reporting 
requirements, it deprives the public of valuable information and 
impacts the PCAOB's analysis and planning for inspections and other 
Board responsibilities.
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    \15\ See Form 2, Item 10.1.
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    Each registered firm must also pay an annual fee. Section 102(f) of 
the Act directs the Board, in relevant part, to assess and collect 
annual fees from each registered firm in amounts that, together with 
registration fees, are sufficient to recover the costs of processing 
and reviewing registration applications and annual reports. Annual fees 
are due on or before July 31 of each year.\16\
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    \16\ See Rule 2202.
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    Since the Board's annual reporting and annual fee requirements 
became effective in 2010, a number of registered firms have 
continuously failed both to file annual reports and to pay annual fees, 
in violation of PCAOB rules. While some firms have belatedly made their 
required filings and payments, others remain persistently noncompliant.

[[Page 92217]]

Figure A. Cumulative Number of Registered Firms With Continuous 
Noncompliance From the Indicated Reporting Year Through the 2023 
Reporting Year 17
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    \17\ The PCAOB staff's analysis ends with the 2023 reporting 
year. Although annual reports and annual fees for the 2024 reporting 
year were due several months ago, in the PCAOB's experience some 
firms eventually file their annual reports and pay their annual fees 
many months after these deadlines. Including those firms in the 
analysis could potentially prevent an accurate count of delinquent 
firms for the 2024 reporting year and skew the assessment of the 
number of firms that might be subject to withdrawal from 
registration under Rule 2107(h). However, the PCAOB believes this 
decision does not affect the PCAOB's inferences, as a preliminary 
review of reporting year 2024 data through August 31, 2024, shows no 
significant deviations from the patterns observed through reporting 
year 2023.
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BILLING CODE 8011-01-P
[GRAPHIC] [TIFF OMITTED] TN21NO24.001

BILLING CODE 8011-01-C

    Note:  Reporting years are based on the PCAOB's reporting year-
end of March 31 (e.g., the 2023 reporting year covers April 1, 2022, 
to March 31, 2023). Registered firms must submit an annual report by 
June 30 and pay an annual fee by July 31 each year, covering the 12-
month period from April 1 to March 31.

    \18\ The term ``RASR'' refers to the PCAOB's web-based 
Registration, Annual, and Special Reporting System, which provides 
access to publicly available PCAOB information about registered 
public accounting firms, and is available at https://rasr.pcaobus.org/Search/Search.aspx.
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    Figure A is based on data available as of August 31, 2024. Each bar 
in Figure A illustrates the cumulative number of firms registered with 
the PCAOB as of August 31, 2024, that have continuously failed both to 
file annual reports and to pay annual fees from each reporting year 
listed on the x-axis through August 31, 2024. These data exclude firms 
that were previously noncompliant but subsequently either withdrew from 
registration or belatedly made their required filings and payments 
before August 31, 2024.\19\
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    \19\ The number of delinquent firms depicted in the graph does 
not account for firms' filing and payment activities after August 
31, 2024. Therefore, for example, if a firm was delinquent for 
reporting year 2023 but subsequently filed an annual report or paid 
an annual fee after August 31, 2024, it would still be considered 
delinquent in the graph.
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    For example, the bar for the 2010 reporting year shows that 13 
firms failed both to file annual reports and pay annual fees starting 
in reporting year 2010, and those firms have remained consistently 
noncompliant every subsequent reporting year through 2023. By the 2011 
reporting year, the cumulative total increases to 18 firms,

[[Page 92218]]

representing an additional five firms that first failed to meet both 
annual obligations in 2011 and continued their noncompliance through 
the end of this period. This cumulative count grows progressively with 
each subsequent reporting year as more firms fall into continuous 
noncompliance through the end of this period, reaching a total of 90 
firms by the 2023 reporting year. This represents just under six 
percent of the total population of 1,554 PCAOB-registered firms as of 
August 31, 2024.\20\
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    \20\ Section III.B.1 of the Proposing Release provided similar 
data as depicted in Figure A, but with a cutoff date of December 31, 
2023, instead of August 31, 2024. As a result, the number of firms 
that both did not file an annual report and did not pay an annual 
fee for reporting years 2022 and 2023 decreased. Specifically, the 
number of noncompliant firms for the 2022 and 2023 reporting years 
decreased from 87 and 108 as of December 31, 2023, to 80 and 90 
firms, respectively, as of August 31, 2024. The number decreased 
because some of the initially noncompliant firms either (1) withdrew 
from registration in 2024 or (2) filed annual reports and/or paid 
annual fees for the corresponding reporting year in 2024. See 
footnote 3 for a similar discussion of the reasons why the number of 
firms that did not file annual reports and did not pay annual fees 
for both the 2022 and 2023 reporting years changed.
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    These data indicate that, over time, a number of firms have 
persistently failed to fulfill both annual obligations, with more than 
50 firms in noncompliance for at least six consecutive years and 13 
firms in noncompliance for 14 consecutive reporting years. Based on the 
PCAOB staff's experience, the Board believes that many of these 
continuously delinquent firms may be defunct. Consequently, it is 
unlikely that these firms will either (1) voluntarily request leave to 
withdraw from registration or (2) assert to the PCAOB that their 
registration was withdrawn under Rule 2107(h) when they needed to 
remain registered in order to perform audit work for issuers or broker-
dealers.
    In each reporting year, the Registration staff contacted all 
registered firms to remind them of their obligations to file annual 
reports and to pay annual fees prior to their respective due dates. 
After the relevant due dates passed, the Registration staff followed up 
by sending at least one warning letter to each delinquent firm, 
specifically highlighting its failure to meet the annual filing and 
annual payment requirements. These warning letters have been effective 
in spurring most delinquent firms to act.
    But each year, a recurring set of firms does not cure delinquencies 
and yet remains registered. Without Rule 2107(h), the PCAOB would have 
no effective and efficient procedural mechanism to withdraw these 
consecutively delinquent firms from registration.
    Relying on firm-initiated withdrawals is not currently a viable 
avenue, as these consecutively delinquent firms have not requested 
leave to withdraw from PCAOB registration and, given their extended 
unresponsiveness and repeated noncompliance, are unlikely to do so in 
the future. Moreover, existing Board rules do not permit PCAOB staff to 
file a request for leave to withdraw from registration on a firm's 
behalf, even upon information and belief that the firm no longer exists 
or has ceased operations.
    Nor have enforcement efforts proven to be a desirable approach--or 
even a viable option--in certain circumstances. Historically, the 
PCAOB's Division of Enforcement and Investigations (``DEI'') has 
allocated its resources toward higher risk delinquencies, prioritizing 
enforcement action with respect to delinquent firms that continue to 
issue audit reports or play a substantial role in the preparation or 
furnishing of audit reports. Since 2011, the Board has issued more than 
three dozen OIPs against delinquent firms,\21\ and while most of those 
cases settled (or were dismissed in connection with the delinquent 
firm's withdrawal from registration), nine of those cases proceeded to 
an initial decision by a hearing officer.\22\ Although the facts and 
legal issues in these proceedings were generally straightforward, each 
case consumed substantial time and resources that could have been 
expended pursuing other oversight activities. And in some cases, the 
PCAOB has encountered difficulties providing notice of the institution 
of a disciplinary proceeding to a firm that appears to have ceased 
operations; serving OIPs on seemingly nonexistent or nonoperational 
firms may be unnecessarily challenging, if even possible.
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    \21\ This figure represents OIPs that solely relate to 
delinquent annual reports or annual fees, or both. See, e.g., R.A. 
Bianchi & Associates, An Accountancy Corporation, PCAOB Release No. 
105-2015-003 (Jan. 22, 2015); Baumgarten & Company LLP, PCAOB 
Release No. 105-2013-001 (Feb. 21, 2013); Reuben E. Price & Co., 
Public Accountancy Corp., PCAOB Release No. 105-2011-008 (Dec. 20, 
2011); GLO CPAs, LLLP, PCAOB Release No. 105-2011-006 (Nov. 30, 
2011).
    \22\ See Monte C. Waldman CPA, PCAOB File No. 105-2015-013 (Aug. 
4, 2016); Chr. Mortensen Revisionsfirma, statsautoriseret 
revisionsinteressentskab, PCAOB File No. 105-2015-008 (Jan. 12, 
2016); David W. Dube, PCAOB File No. 105-2014-005 (Nov. 30, 2015); 
Joseph Troche, CPA, PCAOB File No. 105-2014-007 (Mar. 6, 2015); P.S. 
Yap & Associates, PCAOB File No. 105-2013-006 (May 8, 2014); Kenneth 
J. McBride, PCAOB File No. 105-2012-007 (May 7, 2013); Eric C. 
Yartz, P.C., PCAOB File No. 105-2012-006 (May 7, 2013); Buckno 
Lisicky & Company, P.C., PCAOB File No. 105-2011-004 (Jan. 9, 2012); 
Paul Gaynes, PCAOB File No. 105-2011-006 (Jan. 3, 2012).
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    Additionally, encumbering the disciplinary process to address a 
registered firm's noncompliance with the PCAOB's annual reporting and 
payment requirements may often be a disproportionate response to a 
defunct firm's failure to request leave to withdraw from registration 
before ceasing operations. Instituting approximately 80 new 
disciplinary proceedings, one for each registered firm that failed to 
file an annual report and pay the annual fee for both the 2022 and 2023 
reporting periods, would impose significant resource demands on the 
Board and its staff and could require significant time to resolve. The 
Board believes a more efficient process, with appropriate procedural 
safeguards, should be available to address circumstances where a 
registered firm's conduct gives rise to the inference that the firm has 
ceased to exist, is nonoperational, or no longer wishes to remain 
registered with the PCAOB.
Mechanics of Rule 2107(h)
    The Board designed Rule 2107(h) expressly to fall within the 
framework of a withdrawal from registration. Rule 2107(h) is aimed at 
registered firms that have ceased to exist, are nonoperational, or no 
longer wish to remain registered. Still, in the absence of procedural 
safeguards, the Board recognizes that there is some risk that a 
constructive-withdrawal-request approach could unintentionally affect a 
firm that wishes to remain registered. Anticipating that risk, Rule 
2107(h) includes a set of procedural safeguards to protect the 
interests of any firm that wishes to remain registered, including 
written notice and website notice, and an opportunity to stop the Rule 
2107(h) process merely by emailing the Registration staff.
    On balance, the Board believes that Rule 2107(h) will avoid 
unnecessary expenditures of PCAOB resources while still affording a 
registered firm notice and an opportunity to stop the withdrawal 
process. It would also cause consecutively delinquent firms either to 
contact the Registration staff or to be withdrawn from registration 
more efficiently than is possible currently. Thus, the Board believes 
Rule 2107(h) will provide a reasonable and effective way to identify 
and remove from the PCAOB's registration records those firms that have 
ceased to exist, are nonoperational, or no longer wish to remain 
registered.
    Commenters broadly supported proposed Rule 2107(h), and the Board 
adopted the proposed amendment with

[[Page 92219]]

certain limited modifications, as discussed below. One commenter, an 
academic, expressed concern that withdrawing a firm from registration 
through the Rule 2107(h) process would remove the firm from the PCAOB's 
enforcement authority. However, the Board may consider its enforcement-
related responsibilities when deciding whether or when to employ Rule 
2107(h)'s constructive-withdrawal-request process with respect to a 
particular firm, just as it may consider whether a firm-initiated 
withdrawal from registration should be delayed in light of the Board's 
responsibilities to conduct investigations or disciplinary 
proceedings.\23\
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    \23\ See Rule 2107(d) (the Board may delay a firm-initiated 
withdrawal by up to 18 months, if done within 60 days of receiving a 
completed Form 1-WD and determined necessary to fulfill the Board's 
inspection, investigative, or disciplinary responsibilities under 
the Act); see also Rule 2107(e) (automatically delaying a firm's 
withdrawal if a Board disciplinary proceeding is pending against the 
firm or any of its associated persons).
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1. Prerequisites
    Under Rule 2107(h)(1), the withdrawal process would be available 
only if a registered firm, for at least two consecutive Form 2 
reporting years, has neither filed an annual report nor paid an annual 
fee.\24\ The two-year benchmark is intended to serve as a proxy to 
assist the Board in identifying firms that may fairly be deemed to have 
made a constructive withdrawal request. The Board believes delinquency 
for a period of at least two consecutive reporting years is an 
effective indication that a firm has ceased to exist, is 
nonoperational, or no longer wishes to remain registered.\25\ Under the 
two-year benchmark, all firms that recently filed an annual report or 
paid an annual fee would fall outside the scope of Rule 2107(h). The 
Board believes that a single missed filing or payment, or even one 
reporting year's worth of missed annual reports and payments, is an 
insufficient basis upon which to infer that a firm no longer wishes to 
remain registered.\26\ On the other hand, allowing three or more years 
of delinquency before presuming a firm no longer wishes to remain 
registered may unduly delay appropriate regulatory action. The minimum 
amount of time that a firm would have to be delinquent before meeting 
the threshold of ``two consecutive reporting years'' would be 13 
months, encompassing the first overdue annual report following the June 
30 deadline, the first overdue annual fee following the July 31 
deadline, the second overdue annual report following June 30 of the 
second consecutive year, and the second overdue annual fee following 
July 31 of the second consecutive year.
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    \24\ A Form 2 reporting year covers the 12-month period from 
April 1 to March 31. See Form 2, General Instruction 4.
    \25\ While the PCAOB recognizes that seven of the originally 
identified 87 consecutively delinquent firms either withdrew from 
registration (five firms) or caught up on overdue annual reports and 
annual fees (two firms), this activity supports the rationale for 
adopting Rule 2107(h). The actions of these firms reinforce the 
utility of establishing a clear benchmark to infer that a 
consecutively delinquent firm, if it still exists, no longer wishes 
to remain registered with the PCAOB. The two-year marker of 
consecutive noncompliance with the annual reporting and annual fee 
requirements will serve as an effective and clear benchmark for 
interpreting such consecutive noncompliance as a firm's constructive 
request for leave to withdraw from registration. And the procedural 
safeguards built into Rule 2107(h) provide a clear and easy course 
of action for a firm if the inference that the firm no longer wishes 
to remain registered is inaccurate.
    \26\ Of course, rule violations related to noncompliance with 
the Board's annual reporting and payment requirements remain subject 
to enforcement.
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    The Rule 2107(h) process is discretionary. Whether Rule 2107(h) is 
used, and the exact timing of how it is used, is left to the Board. 
Establishing a discretionary process, rather than a mandatory or 
automatic one, allows the Board to consider specific facts and 
circumstances--including whether a firm is providing services requiring 
PCAOB registration and whether the firm is subject to a current or 
forthcoming inspection or investigation--when determining whether to 
deem the firm's registration withdrawn under Rule 2107(h). The Board 
did not receive any comments on the discretionary nature of Rule 
2107(h).
    The Registration staff will continue its practice of sending 
warning letters each year to delinquent registered firms. These notices 
will continue to call attention to any missed annual report filings or 
annual fee payments.
    While commenters generally supported the two-year threshold for 
considering a firm's non-submission of annual reports and non-payment 
of annual fees as a basis for a constructive withdrawal request, some 
commenters suggested either reducing this period to one year or 
treating a single missed annual report or annual fee as a sufficient 
basis to initiate a firm's withdrawal from PCAOB registration. The 
Board considered these options, but, as explained in the Proposing 
Release and above, the Board believes that a two-year criterion, 
encompassing both annual reports and annual fees, is an appropriate 
indicator that a firm has ceased to exist, is nonoperational, or no 
longer wishes to remain registered.
    Of course, the failure to file reports or pay fees when due 
constitutes a violation of PCAOB rules concerning annual reporting and 
fees, and firms should bear in mind that new paragraph (h) of Rule 2107 
does not limit the Board's enforcement authority with respect to 
violations of those requirements.
2. Notice of Delinquency and Impending Withdrawal
    Pursuant to Rule 2107(h)(2), the Board commences the Rule 2107(h) 
process by sending a written notice to the registered firm's primary 
contact with the Board as identified in the firm's most recent filing 
on Form 1, Form 2, Form 3, or PCAOB Form 4, Succeeding to Registration 
Status of Predecessor. That notice (the ``Notice of Delinquency and 
Impending Withdrawal'') would specify the annual reports and annual 
fees that are past due and remain outstanding and provide information 
to the firm about the impending withdrawal of its registration, 
including the opportunity to avoid withdrawal by contacting the 
Registration staff within 60 days. The Notice of Delinquency and 
Impending Withdrawal is intended to provide the firm notice of the 
commencement of the Rule 2107(h) process, the reason for the 
commencement of that process, its potential significance for the firm's 
registration, and the firm's opportunity to avoid withdrawal by sending 
an email to the Registration staff within 60 days.
    The Board would send the Notice of Delinquency and Impending 
Withdrawal to the registered firm's primary contact with the Board as 
identified in the firm's most recent filing on Form 1, Form 2, Form 3, 
or Form 4, via a mail or commercial courier service, and the Board 
would obtain a confirmation of actual or attempted delivery.\27\ In 
considering the fairness of this approach, the Board has taken into 
account that if there has been a change in the identity or business 
mailing address of the firm's primary contact from the information 
disclosed in a previous form filing, the firm is required to report 
that change to the PCAOB within 30 days on Form 3.\28\ In light of a 
firm's longstanding obligation to maintain up-to-date primary contact 
information, the Board believes it is fair and reasonable for the 
Registration staff

[[Page 92220]]

to send the Notice of Delinquency and Impending Withdrawal to the 
firm's primary contact at the address reported in the firm's most 
recent filing.\29\
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    \27\ In the adopted rule, the PCAOB revised the proposed phrase 
``that results in a confirmation of actual or attempted delivery'' 
to ``and obtains a confirmation of actual or attempted delivery.'' 
This change aims to enhance clarity. The Board did not receive any 
comments on this specific phrasing, and this change is not intended 
to alter the rule's meaning.
    \28\ See PCAOB Rule 2203, Special Reports, and Items 2.18 and 
7.2 of Form 3.
    \29\ See generally Rule 141 of the Commission's Rules of 
Practice, 17 CFR 201.141, which similarly permits service to the 
most recent address shown on a registered entity's most recent 
filing with the Commission.
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    One commenter suggested that the PCAOB should use email in addition 
to traditional mail or a commercial courier service when providing 
notice of the initiation of the Rule 2107(h) withdrawal process. The 
Board emphasizes that all registered firms are required to keep their 
primary contact's mailing address updated under current PCAOB rules. 
Moreover, as discussed in the next subsection, notice by mail or 
commercial courier service would be supplemented, as required under 
Rule 2107(h), by a notice on the PCAOB's website. Together, the Board 
believes that these methods of providing notice are sufficient. 
However, the Board also notes that the rule does not prohibit the Board 
or its staff from using email as an additional, discretionary means by 
which to provide notice of the initiation of the Rule 2107(h) process 
to firms. Though the use of email is not mandated by Rule 2107(h), the 
Board or PCAOB staff may deem it appropriate, under certain 
circumstances, to supplement the prescribed notice with email.
3. Website Notice
    After the Notice of Delinquency and Impending Withdrawal is sent to 
the registered firm's primary contact, the Board will publish notice of 
the impending withdrawal on its public website, pursuant to Rule 
2107(h)(3). The Board will make reasonable efforts to do so promptly. 
The website posting is intended to provide reasonable notice to the 
firm and to others, including any current or former audit clients, who 
may be able to alert the firm of the impending withdrawal of its 
registration and its 60-day window to avoid withdrawal. Disclosing the 
firm's pending withdrawal on the Board's website is also consistent 
with the current firm-initiated withdrawal process.\30\
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    \30\ See Rule 2107(b)(2) (requiring disclosure of the identity 
of any firm with a pending request to withdraw from registration and 
the date the Board received the Form 1-WD); see also Registered 
Public Accounting Firms--Withdrawal Request Pending, available at 
https://assets.pcaobus.org/pcaob-dev/docs/default-source/registration/firms/documents/withdrawal-requests.pdf?sfvrsn=d30aab29_287.
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4. Sixty-Day Opportunity To Avoid Withdrawal From Registration
    After the date the Board sends the Notice of Delinquency and 
Impending Withdrawal to the registered firm's primary contact, the 
firm, under Rule 2107(h)(4), would have 60 days to stop the withdrawal 
process.\31\ The Board believes 60 days is a reasonable amount of time 
for the firm to become aware of the initiation of the Rule 2107(h) 
process, review the Notice of Delinquency and Impending Withdrawal, 
consider whether it wishes to remain registered, and contact the 
Registration staff by email.\32\
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    \31\ PCAOB Rule 1002, Time Computation, governs the computation 
of periods of time prescribed in or allowed by the Board's rules. 
Rule 1002's time computation principles would apply to the 60-day 
period specified in the Notice of Delinquency and Impending 
Withdrawal.
    \32\ The limitations imposed in Rule 2107(c) do not apply to 
firms that have received notice of the commencement of the Rule 
2107(h) process. Those limitations apply only to firms that choose 
to initiate the withdrawal process through the filing of a completed 
Form 1-WD.
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    To stop the Rule 2107(h) process, the registered firm's primary 
contact would be required to send an email to a designated electronic 
address specified in the Notice of Delinquency and Impending Withdrawal 
within the 60-day period. In contemplating how a firm should stop the 
Rule 2107(h) process, the Board sought to establish a method of 
contacting the PCAOB that would not be overly burdensome. Requiring 
that an email be sent by the firm's primary contact increases the 
likelihood that the person who contacts the PCAOB is an authorized 
representative of the firm.\33\ This requirement also increases the 
likelihood that future communications to the firm would result in 
actual notice to the firm.\34\ In particular, this process expedites 
further communications with the firm regarding its legal obligations to 
file annual and special reports and pay annual fees, and will 
facilitate its ability to institute, as the Board deems appropriate, a 
disciplinary proceeding against the firm.\35\
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    \33\ If the email address of the firm's primary contact on file 
with the Board is outdated, the firm is required to update this 
information using Form 3 before transmitting an email to stop the 
Rule 2107(h) process. See Items 2.18 and 7.2 of Form 3. This ensures 
that any email received by the Registration staff to stop the Rule 
2107(h) process originates from an authorized representative of the 
firm, who has access to the firm's account in the RASR system.
    \34\ One firm expressed concern that emails sent to the PCAOB to 
stop the Rule 2107(h) process potentially could be marked as spam. 
The commenter suggested that the Board should either allow for 
additional communication methods or commit to confirming receipt of 
emails so that the sender has confidence that an email was received. 
The Board believes that having a single channel for communications 
from firms to stop the Rule 2107(h) process promotes efficiency and 
the proper administration of the rule, and the Board believes that 
email is the optimal method because it is fast, not unduly 
burdensome, and in writing. Given the significance of an email from 
a firm under Rule 2107(h)(4), the PCAOB staff will confirm receipt 
of such an email. This confirmation will provide assurance to firms 
regarding the successful delivery of their email to the PCAOB.
    \35\ If a firm sends an email to the Registration staff to stop 
Rule 2107(h)'s withdrawal process, it still could face potential 
enforcement action, just like any other registered firm that 
violates the PCAOB's annual reporting or annual fee requirements.
---------------------------------------------------------------------------

    In the Proposing Release, the Board suggested a 30-day period for 
firms to send an email to the Registration staff to stop the withdrawal 
process. One firm suggested that a 60-day period might be more 
appropriate. The Board has decided to adopt a 60-day window for sending 
an email to the Registration staff. This extension aims to provide 
firms with sufficient time to become aware of the initiation of the 
Rule 2107(h) process, which includes notification of pending 
withdrawals posted on its website. The extended period also allows 
firms sufficient time to have internal discussions to determine whether 
they wish to remain registered. It also accommodates any updates needed 
regarding the firm's primary contact with the Board to facilitate the 
email to the Registration staff.
5. Withdrawal From Registration
    If, after the 60-day period in Rule 2107(h), the registered firm 
has not emailed the Registration staff, the Board would be able to 
treat the firm's consecutive failures to file annual reports and to pay 
annual fees as a constructive request for leave to withdraw from 
registration, and to deem the firm's registration withdrawn.\36\ The 
provision reflects the Board's judgment that a firm that has not filed 
an annual report and has not paid an annual fee over a period of at 
least two consecutive reporting years may reasonably be deemed to have 
made a constructive request for leave to withdraw from PCAOB 
registration. After the Board deems a registration withdrawn pursuant 
to Rule 2107(h), the Registration staff, consistent with existing 
practices, would send written notification to the firm regarding the 
withdrawal. The withdrawal of the firm from registration would also be 
reflected on the Board's website.
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    \36\ As noted, the intent of Rule 2107(h) is to identify firms 
that have ceased to exist, are nonoperational, or no longer wish to 
remain registered. It is not intended as a disciplinary measure 
against firms that wish to remain registered but fail to fulfill 
their obligations to file annual reports or pay annual fees. The 
PCAOB has other mechanisms to address such noncompliance.

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[[Page 92221]]

    After a firm's registration is withdrawn pursuant to Rule 2107(h), 
the consequences would mirror those of any other withdrawal from PCAOB 
registration. Specifically, the withdrawn firm, like any other 
unregistered firm, would be prohibited from engaging in the preparation 
or issuance of an audit report for an issuer or broker-dealer, or 
playing a substantial role in the preparation or furnishing of an audit 
report for an issuer or broker-dealer, other than to issue a consent to 
the use of an audit report for a prior period that it issued while 
registered.\37\ A firm that has had its registration withdrawn pursuant 
to Rule 2107(h) would no longer have to comply with the PCAOB's annual 
reporting or annual fee requirements. Should such a firm wish to re-
register, it would have to file a new registration application and pay 
a registration fee, as is required of all firms reapplying after 
withdrawal. In reviewing any such registration application from the 
firm, the Board has discretion to consider its past interactions with 
the firm during the firm's previous registration period. This includes 
considering any instances in which the firm did not file required 
reports, including annual reports, or pay required annual fees.\38\
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    \37\ See Section 102(a) of the Act; Rule 2100; Rule 1001(p)(ii). 
Note 2 to Rule 2100 clarifies that issuing a consent to include an 
audit report for a prior period does not, in itself, obligate a 
public accounting firm to be registered with the PCAOB. This 
provision applies to a firm whose registration has been withdrawn, 
including a firm whose registration has been withdrawn pursuant to 
Rule 2107(h).
    \38\ Consistent with the Board's current practices, a history of 
not filing annual reports or paying annual fees has, in some cases, 
led to disapproval of a withdrawn firm's subsequent application for 
re-registration. See, e.g., Registration Application of Alas Oplas & 
Co., CPAs, PCAOB Release No. 102-2024-004 (Aug. 20, 2024); 
Registration Application of S S Kothari Mehta and Company, PCAOB 
Release No. 102-2021-001 (Nov. 23, 2021); Registration Application 
of GYL Decauwer LLP, PCAOB Release No. 102-2018-001 (June 13, 2018); 
Registration Application of David R. Ramos, CPA, PCAOB Release No. 
102-2014-002 (Mar. 6, 2014); Registration Application of Lawrence 
Hoffman, Certified Public Accountant, P.C., PCAOB Release No. 102-
2014-001 (Jan. 28, 2014); Registration Application of Vail & Knauth 
LLP, PCAOB Release No. 102-2013-001 (Feb. 21, 2013).
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Effective Date
    The Board has determined that Rule 2107(h), if approved by the 
Commission, will take effect initially for annual reports and annual 
fees that are due in 2025, meaning that a registered firm that does not 
file an annual report and does not pay an annual fee in 2025 and in 
2026 could have its registration deemed withdrawn under Rule 2107(h) 
beginning in the fall of 2026.
    The Board initially proposed that annual reports and annual fees 
due in 2024 could be considered if Rule 2107(h) was adopted. While most 
commenters did not comment on the proposed amendment's effective date, 
one commenter supported the proposed effective date. In addition, one 
firm suggested that missing annual reports and unpaid annual fees for 
2024 should be taken into consideration under Rule 2107(h) only if the 
final rule amendment took effect prior to the 2024 deadlines for these 
annual obligations.
    In light of the timing of Rule 2107(h)'s adoption, the Board opted 
to defer the initial consideration of annual reports and annual fees 
under Rule 2107(h) to those due in 2025. This approach ensures that 
registered firms are adequately informed of the constructive-
withdrawal-request mechanism introduced by Rule 2107(h).

D. Economic Considerations and Application to Audits of Emerging Growth 
Companies

Economic Analysis
    The Board is mindful of the economic impacts of its rulemaking. 
This section discusses the economic baseline, need, expected economic 
impacts of the final rule amendment, and alternative approaches 
considered. The Board's economic discussion is largely qualitative in 
nature due to data limitations. However, where reasonable and feasible, 
the analysis incorporates quantitative information, including data from 
the PCAOB's RASR system.
    The Board sought information relevant to the economic analysis 
throughout this rulemaking \39\ and has carefully considered the 
comments submitted. Some commenters expressed favorable opinions about 
the economic analysis and also commented on specific sections of the 
economic analysis such as the baseline, need, benefit, and cost 
sections. Some commenters raised concerns about certain aspects of the 
economic analysis. The Board discussed these comments and its responses 
to them in the relevant sections below.
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    \39\ See, e.g., Proposing Release at 44, 52, 56, 60-61, 62-63. 
Although the Proposing Release's economic analysis also addressed 
proposed Rule 2400 and the proposed amendment to Form 3, this 
economic discussion is limited to the amendment to Rule 2107 that 
the Board has adopted.
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Baseline
    This section establishes the economic baseline against which the 
impacts of the final rule amendment can be considered. The discussion 
above describes important components of the baseline, including the 
current regulatory framework and certain firms' consecutive failures to 
file annual reports and pay annual fees. This section discusses two 
additional components that inform the Board's understanding of the 
economic baseline: (1) the PCAOB staff's analysis of RASR data and (2) 
a consideration of relevant research.
    Commenters indicated that the baseline and the data provided in the 
economic analysis are helpful in understanding the economic impacts of 
the proposals.
1. Analysis of RASR Data
    To inform the Board's understanding of the baseline for the Rule 
2107(h) amendment, the PCAOB staff has analyzed RASR data to calculate 
the number of registered firms with repeated failures to file annual 
reports and pay annual fees (Figure 1 below).
    This section examines statistics of registered firms that failed to 
file annual reports and/or pay annual fees. Figure 1 presents the 
number of registered firms that failed to file annual reports and/or 
pay annual fees for reporting years 2022 and 2023.\40\ Among all 1,554 
registered firms as of August 31, 2024,\41\ 1,406 firms (90 percent) 
were required to file annual reports and pay annual fees for reporting 
years 2022 and 2023.\42\ Of those 1,406 registered firms, 84 firms 
failed for both years to file annual reports, 84 firms failed for both 
years to pay annual fees, and 80 firms failed for those two reporting 
years to both pay annual fees and file annual reports.\43\ The overall 
rate of registered firms that failed to both file annual reports and 
pay annual fees for reporting years 2022

[[Page 92222]]

and 2023 is just under six percent (80 out of 1,406).
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    \40\ As previously noted, annual report (Form 2) reporting years 
span from April 1 of the previous year to March 31 of the reporting 
year. The 2022 reporting year covers April 1, 2021, to March 31, 
2022. The 2023 reporting year covers April 1, 2022, to March 31, 
2023.
    \41\ The PCAOB staff based this analysis of reporting years 2022 
and 2023 using August 31, 2024, as the cutoff date. As discussed 
above, the PCAOB did not include data from reporting year 2024.
    \42\ Firms with pending withdrawal requests are excluded from 
the analysis. Also, as of August 31, 2024, some registered firms 
were not required to pay annual fees or file annual reports for 
reporting years 2022 and 2023. For example, firms that registered 
after March 31, 2023, were not required to file the 2023 annual 
report or pay the 2023 annual fee.
    \43\ Four firms failed to file annual reports for both years but 
paid an annual fee for at least one of the years, and another four 
firms failed to pay annual fees for both years but filed an annual 
report for at least one of the years. The PCAOB does not have access 
to specific information on the reasons for this partial 
noncompliance. The PCAOB notes that these firms would not meet the 
criteria for withdrawal under Rule 2107(h).
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    Ninety-nine percent of the firms that failed to file annual reports 
and pay annual fees for both years are non-affiliate firms (``NAFs'') 
(79 out of 80), which tend to be smaller firms.\44\ Thirty-three 
percent of these 80 firms (26 firms) are U.S. NAFs and 66 percent (53 
firms) are non-U.S. NAFs; thus non-U.S. NAFs account for twice as many 
instances of failing to both file annual reports and pay annual fees 
for both years. Within firm types, four percent of U.S. NAFs and 12 
percent of non-U.S. NAFs failed to file annual reports and pay annual 
fees for both years. In comparison, no U.S. GNFs and only one non-U.S. 
GNF failed to file annual reports and pay annual fees for both years.
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    \44\ NAFs are accounting firms registered with the Board that 
are not global network firms (``GNFs''). GNFs are the member firms 
of the six global accounting firm networks that include the largest 
number of PCAOB-registered non-U.S. firms (BDO International Ltd., 
Deloitte Touche Tohmatsu Ltd., Ernst & Young Global Ltd., Grant 
Thornton International Ltd., KPMG International Cooperative, and 
PricewaterhouseCoopers International Ltd.). The discussion in this 
release uses ``U.S. GNF'' to refer to a GNF member firm based in the 
United States, and ``non-U.S. GNF'' to refer to a GNF member firm 
based outside the United States. Similarly, ``U.S. NAF'' refers to a 
NAF firm based in the United States, and ``non-U.S. NAF'' refers to 
a NAF firm based outside the United States.

                   Figure 1--Number of Registered Firms That Did Not File Annual Reports and/or Pay Annual Fees as of August 31, 2024
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                         Percentage of
                                                       Firms required to                                            Firms that both     firms that both
                                                          file annual     Firms that did not  Firms that did not     did not file        did not file
                                                        reports and pay       file annual       pay annual fees   annual reports and  annual reports and
                                                        annual fees for       reports for        for reporting    did not pay annual  did not pay annual
                                                        reporting years     reporting years     years 2022 and    fees for reporting  fees for reporting
                                                         2022 and 2023       2022 and 2023           2023           years 2022 and      years 2022 and
                                                                                                                         2023              2023 (%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Firms...............................................               1,406                  84                  84                  80                   6
By firm type:
    U.S. GNF........................................                   6                   0                   0                   0                   0
    Non-U.S. GNF....................................                 323                   1                   1                   1                 0.3
    U.S. NAF........................................                 633                  27                  26                  26                   4
    Non-U.S. NAF....................................                 444                  56                  57                  53                  12
--------------------------------------------------------------------------------------------------------------------------------------------------------
Source: RASR.

    The PCAOB staff's analysis of the 80 registered firms that failed 
to file annual reports and pay annual fees for reporting years 2022 and 
2023 (reflected in Figure A above) shows a consistent pattern over 
multiple reporting years. Notably, a majority of these firms have 
failed to file annual reports and pay annual fees for more than two 
consecutive reporting years. For example, Figure A shows that 58 of 
these 80 firms failed both to file an annual report and to pay an 
annual fee for reporting year 2019, and these 58 firms continued to 
neglect these obligations for five consecutive years, from reporting 
years 2019 to 2023.
2. Consideration of Relevant Research and Implications
    The PCAOB staff has reviewed literature related to the final rule 
amendment. To the PCAOB's knowledge, no studies specifically address 
the economic consequences of situations where an audit firm has ceased 
to exist, is nonoperational, or no longer wishes to remain registered--
as indicated by consecutive delinquencies in its annual reporting and 
annual fee obligations--and yet continues to appear as registered on 
the PCAOB website. Additionally, there is a lack of research on the 
effects of withdrawing such firms from registration.\45\
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    \45\ The PCAOB did not receive any comments regarding additional 
data or academic studies in response to its request for such 
information in the Proposing Release.
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    The presence of registered firms that have ceased to exist, are 
nonoperational, or no longer wish to remain registered impacts the 
utility and value of the registration data on the PCAOB's website and 
in its internal records. First, there is a significant misalignment: 
the PCAOB's registration records continue to list these firms as 
registered, which implies they exist, are operational, and wish to 
remain registered, despite their actual statuses potentially being to 
the contrary--nonexistent, nonoperational, or no longer wishing to 
remain registered. Second, these firms do not file annual reports, 
resulting in outdated information about their existence, operational 
status, and scope of practice. Third, while it is more common for the 
PCAOB to have limited or no information about the operational status of 
registered firms that have stopped filing annual reports and paying 
annual fees, there are exceptional circumstances where the PCAOB staff 
is aware of information, such as the death of a sole proprietor, 
indicating that a registered firm has ceased to exist or become 
nonoperational. In these instances, despite having information that the 
firm has ceased operations, the PCAOB currently lacks a mechanism to 
adjust its registration records to reflect this reality. This 
limitation introduces a discrepancy between the PCAOB staff's internal 
knowledge and the information reflected on the PCAOB's website.
    Academic research provides insights into the broader implications 
of lower-quality information in the registration data. Studies indicate 
that higher information processing costs--arising from the need to 
verify and interpret potentially lower-quality information on 
registered firms--can lead to inefficiencies in information search 
costs.\46\ Currently, the inclusion of persistently delinquent firms in 
the

[[Page 92223]]

PCAOB's registration list could impose additional search costs, as the 
information available to stakeholders is less useful. Additionally, in 
circumstances where the PCAOB has information indicating that certain 
firms may no longer exist, are nonoperational, or no longer wish to 
remain registered, the PCAOB lacks a mechanism to withdraw these firms 
from registration. Without a mechanism to update PCAOB registration 
records to reflect this information, search costs could remain elevated 
for stakeholders attempting to verify the operational status of PCAOB-
registered firms.
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    \46\ See, e.g., E. Blankespoor, E. deHaan, and I. Marinovic, 
Disclosure processing costs, investors' information choice, and 
equity market outcomes: A review, 70 Journal of Accounting and 
Economics 1 (2020). Blankespoor et al. (2020) study how information 
processing costs--such as the costs of monitoring, acquiring, and 
integrating public information--impact investor behavior and market 
outcomes. They argue that high processing costs, such as acquiring 
and integrating information into decision-making, can discourage 
stakeholders from engaging with available data, leading to 
inefficient outcomes. Extending these findings to the PCAOB 
registration context, it suggests that removing persistently 
delinquent firms from registration could decrease information 
processing costs by lowering the costs of assessing the operational 
status of these firms. Thus, improving the overall quality of 
information available could reduce inefficiencies in audit search 
decisions.
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    For stakeholders such as audit committees of potential clients 
assessing a firm's suitability as an auditor, these higher information 
processing costs can delay their analysis and potentially impact the 
efficiency of audit-related decisions. Improving the quality of the 
PCAOB's registration records by removing persistently delinquent firms 
would reduce stakeholders' information processing costs and better 
support well-informed decision-making in the audit market.
    Partners or former partners of audit firms are typically aware of 
their firm's operational status--including whether the firm no longer 
exists, is nonoperational, or no longer wishes to remain registered. 
Additionally, the PCAOB staff sometimes gathers anecdotal information 
through its interactions with firms and their personnel, further 
informing its understanding of a firm's operational status. However, 
such information bearing upon a registered firm's operational status 
may not be readily available to the public. Together, these 
discrepancies obscure the true status of these firms, resulting in a 
gap between what the PCAOB staff knows internally and what is publicly 
available on the PCAOB website. Additionally, there are gaps between 
what firms, including their partners or former partners, know about 
their operational status and what is accessible to the public on the 
PCAOB's website.
    Currently, without a mechanism to remove consecutively delinquent 
firms from registration, the PCAOB lacks a means to accurately convey 
the status of these firms to stakeholders, which could result in less-
informed decisions.
Need and How the Changes Would Address the Need
    This section discusses the problem that needs to be addressed and 
explains how the final rule amendment is expected to address it.
    The PCAOB currently has no effective and efficient procedural 
mechanism to withdraw from registration firms that are consecutively 
delinquent with respect to filing required annual reports and paying 
mandatory annual fees. As discussed in Figure 1, PCAOB staff analysis 
indicates that as of August 31, 2024, 80 firms did not file annual 
reports and did not pay annual fees for both the 2022 and 2023 
reporting years. Many of these firms may be defunct.
    The presence of such firms on the PCAOB's registration records may 
not only disrupt the PCAOB's regulatory objectives, such as maintaining 
an accurate public record of operational registered firms that wish to 
remain registered and efficiently using PCAOB staff time and resources, 
which diminishes the Board's ability to fulfill its investor protection 
mission, but could also adversely impact investor confidence in the 
capital markets. While their number is small and there is no indication 
that these firms are currently issuing audit reports on which investors 
rely, the fact that a firm may fail to comply with fundamental 
obligations incident to registration and yet remain registered could 
lessen the significance of PCAOB registration in the market. Firms that 
are complying with the annual reporting and fee requirements may form a 
mistaken belief that they also may be able to forgo compliance with 
their reporting and fee obligations when they observe that these 
consecutively delinquent firms remain registered with the Board. It is 
also possible that this conduct could persist,\47\ necessitating 
resolution to maintain confidence in the capital markets.
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    \47\ The accumulation of possibly defunct or nonoperational 
firms on the PCAOB's registration list potentially reflects a 
growing issue. See Figure A and the accompanying description. If a 
significant portion of all registered firms is perceived as never 
filing annual reports or paying annual fees without apparent 
consequence, it risks creating a perception of widespread 
noncompliance and PCAOB inaction.
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    In addition, PCAOB staff spend time and resources seeking to 
contact these firms year after year so that they will comply with their 
basic legal obligations, including annual reporting and the payment of 
annual fees that contribute to funding the PCAOB's registration 
program. Also, utilizing enforcement mechanisms to pursue these firms 
would not always be feasible, and even where feasible, would further 
strain staff time and resources. These firms' inattention, inactivity, 
or inanimacy would cause the PCAOB to incur recurring costs with no 
expected improvement in sight.
    Rule 2107(h) would address the need to make the PCAOB's oversight 
more effective and efficient by providing an effective procedural 
mechanism to withdraw from PCAOB registration firms that have ceased to 
exist or are otherwise defunct, or no longer wish to remain registered.
    Commenters were generally supportive of the proposed amendment to 
Rule 2107 and stated that they understood the rationale for the 
amendment to the rule. In particular, one commenter expressed agreement 
that the proposed amendment to Rule 2107 would result in more efficient 
use of PCAOB resources.
    Furthermore, commenters agreed that the proposed amendment to Rule 
2107(h) would address the need to make the PCAOB's oversight more 
effective and efficient. One commenter agreed that the amendment 
generally will accomplish the objective of providing a mechanism for 
the Board to remove from the PCAOB's registration records firms that 
are delinquent in filing their annual reports with the PCAOB and paying 
their annual fees. Another commenter indicated the proposed amendment 
to Rule 2107 would provide the PCAOB with a mechanism to keep its 
registration records updated, providing issuers and broker-dealers in 
the process of selecting an appropriate accounting firm greater 
confidence that any accounting firm they consider hiring is operational 
and wishes to remain registered with the PCAOB.
    In general, commenters did not introduce arguments or data that 
caused the Board to change its assessment of the need for the final 
rule amendment. The Board believes the final rule amendment addresses 
the problem discussed above, yielding the economic impacts discussed 
further below.
Economic Impacts
    This section discusses the expected benefits and costs of the final 
rule amendment and potential unintended consequences. One commenter 
expressed agreement with the benefit and cost evaluation provided in 
the Proposing Release and stated that it was not currently aware of any 
additional academic studies or data related to the economic impacts of 
the proposals that could be used to quantify the benefits and costs.
1. Benefits
    Rule 2107(h) would provide an effective procedural mechanism to 
withdraw from PCAOB registration firms that have ceased to exist, are 
nonoperational, or no longer wish to remain registered. Therefore, it 
would facilitate the PCAOB's regulatory objectives discussed above by 
enabling

[[Page 92224]]

the public and the PCAOB to have a higher quality list of registered 
firms. Such an improvement could provide informational benefits to 
investors, audit committees, and other stakeholders by reducing their 
information search and processing costs. Additionally, it would reduce 
the gaps in information about the operational status of registered 
firms.
    Additionally, Rule 2107(h) would reduce resources spent by the 
PCAOB in efforts to bring delinquent firms into compliance with the 
annual reporting and fee payment requirements. This would allow the 
PCAOB to more effectively allocate PCAOB staff resources that are 
currently used to attempt to contact delinquent firms, which could 
enhance the PCAOB's ability to advance its investor protection mission. 
One commenter agreed that, by allowing the PCAOB to reallocate staff 
resources away from contacting delinquent firms, Rule 2107(h) would 
enhance the PCAOB's ability to further its mission.
    Further, removing firms that consistently fail to meet their annual 
reporting and annual payment obligations will help promote the 
integrity of the list of registered firms. By treating consecutive 
delinquencies as a constructive request for leave to withdraw, the 
PCAOB may foster a sense of fairness among all registered firms, and a 
level playing field where compliance with basic requirements, such as 
filing annual reports and paying annual fees, is maintained.
    Given the nature of these benefits, the PCAOB does not expect a 
substantial influence on efficiency, competition, or capital formation 
as a result of the rule amendment.
2. Costs
    Rule 2107(h) would impose potential incremental costs only on 
operating firms with at least two years of consecutive delinquencies. 
As discussed above, 80 firms currently meet the criterion for Rule 
2107(h)'s withdrawal process. For firms that no longer exist, are 
nonoperational, or no longer wish to remain registered, the Board does 
not anticipate any costs with respect to being removed from the PCAOB's 
registration records.\48\
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    \48\ As discussed above, among the 80 firms that meet the 
criterion for Rule 2107(h)'s constructive-withdrawal-request process 
based on the 2022 and 2023 reporting years, 58 had not filed annual 
reports and had not paid annual fees since at least 2019. The PCAOB 
staff's analysis has found that only one of the 80 firms has any 
indication that it may have performed services requiring 
registration in recent years. Should this firm's noncompliance 
persist, it could be subject to the Rule 2107(h) constructive-
withdrawal-request process and could utilize the rule's safeguards 
to stop the withdrawal process if it wishes to remain registered.
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    For any firms that wish to remain registered, they would incur the 
cost of stopping the withdrawal process under Rule 2107(h), by 
preparing and submitting an email to the PCAOB notifying the staff of 
their desire to remain registered with the Board as directed in the 
Notice of Delinquency and Impending Withdrawal within the 60-day 
period.
    Rule 2107(h) includes several safeguards to protect firms that wish 
to remain registered but may be unaware that the withdrawal process has 
commenced. These include multiple forms of notice, a 60-day window 
during which firms can stop the withdrawal process, and a 
straightforward process to stop the withdrawal. These measures should 
significantly reduce the likelihood of a firm being withdrawn under 
Rule 2107(h) without its knowledge, which should attenuate any 
potential costs or disruptions associated with an unexpected 
withdrawal.\49\
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    \49\ While unlikely, there exists a possibility that a firm 
might unexpectedly discover that its registration has been withdrawn 
under Rule 2107(h), despite the rule's safeguards. Should this 
occur, the firm would need to undertake the process of re-
registering with the PCAOB if it wished to provide services 
requiring registration, thereby incurring the costs associated with 
registration. Additionally, the firm could lose business from 
issuers or broker-dealers that might have engaged the firm's audit 
services had it maintained its PCAOB registration.
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    The Board did not receive specific comments on the costs of Rule 
2107(h). However, a commenter expressed the belief that the expected 
implementation costs of the proposals as a whole would be minimal, 
which would result in a net positive economic impact. Based on the 
above discussion of the incremental costs expected to result from this 
amendment, the Board does not anticipate a significant impact on 
efficiency, competition, or capital formation.
3. Potential Unintended Consequences
    In addition to the benefits and costs discussed above, the final 
rule amendment could have unintended economic consequences. One 
commenter noted that the potential unintended consequences discussed in 
the proposals are adequate. There were no other comments related to 
potential unintended consequences with respect to the proposed 
amendment to Rule 2107. The following discussion describes potential 
unintended consequences considered by the Board and, where applicable, 
factors that mitigate those potential consequences.
    Rule 2107(h) provides a new procedural mechanism that would make 
consecutively delinquent registered firms eligible for withdrawal from 
PCAOB registration. Because this mechanism does not require affirmative 
action by a firm, an unintended consequence could arise if a firm was 
withdrawn from registration contrary to the firm's wishes. This could 
potentially impact clients, potential clients, and the public. However, 
as noted above, Rule 2107(h) includes several safeguards--including 
multiple forms of notice and a straightforward process to stop the 
withdrawal process--that should significantly reduce the likelihood of 
such an occurrence. Should such an exceptional situation arise, the 
firm has the option to reapply for registration and present to the 
PCAOB any special circumstances that led to the firm's noncompliance 
with the PCAOB's annual reporting and fee payment rules and its 
inability to stop the Rule 2107(h) withdrawal procedure.\50\
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    \50\ While unlikely, it is conceivable that, despite the PCAOB's 
best efforts to provide notice, a firm deemed withdrawn under Rule 
2107(h) may issue an audit report, or update or dual-date a 
previously-issued report, that gets included in a filing with the 
Commission. In such a scenario, the Commission has authority to 
bring an enforcement action against the firm; the Board may consider 
such conduct if the firm applies to re-register; and issuer and 
broker-dealer clients of the firm may incur costs to engage a new 
accounting firm, as well as reputational costs.
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Alternatives Considered
    The Board considered alternatives to the final rule amendment, 
taking into account feedback from commenters on alternative approaches 
considered in the Proposing Release, as well as other alternatives 
suggested by commenters. This section considers all of the alternative 
approaches and discusses what the Board believes to be the most 
reasonable alternatives.
    Rather than a constructive-withdrawal-request approach to 
delinquent annual reports and annual fees, the Board considered an 
expedited enforcement approach. Although issuing an order imposing a 
disciplinary sanction on these firms, upon a finding of consecutive 
violations of the Board's annual reporting and annual payment 
requirements, is a possibility, instituting and resolving an expedited 
disciplinary proceeding would require significantly more PCAOB staff 
time and other Board resources than the approach outlined in Rule 
2107(h).\51\ Furthermore, revocation

[[Page 92225]]

would take significantly longer as compared to the approximately 60 
days it would take following the approach outlined in Rule 2107(h). 
Therefore, the Board has adopted the constructive-withdrawal-request 
approach largely as it was originally proposed.
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    \51\ In such litigation, even in circumstances where the firm is 
defunct, the hearing officer may need to address service issues 
(including for non-U.S. firms), issue a show-cause order, enter 
default (after DEI files a motion), and issue an initial decision 
specifying and justifying sanctions. Such litigation also consumes 
significant DEI staff time, in light of the production requirements 
of PCAOB Rule 5422, Availability of Documents For Inspection and 
Copying, as well as the motion practice and briefing that is 
expected on sanctions. The adopted approach would avoid these 
delays.
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    Some commenters stated they would be supportive of constructive 
withdrawal requests if a firm fails to file annual reports or fails to 
pay annual fees. The Board believes the dual condition of both failure 
to file annual reports and failure to pay annual fees appropriately 
identifies firms that cease to exist, are nonoperational, or no longer 
wish to remain registered. A firm that has done one or the other but 
not both implies some level of activity at the firm and wish to remain 
registered, indicating that other tools in the PCAOB's toolkit may be 
available to promote compliance.
    One commenter suggested reducing the threshold for constructive 
withdrawal requests to one year of noncompliance, but the Board 
concluded that this could increase the risk of withdrawing from 
registration operational firms that wish to remain registered.\52\
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    \52\ As discussed above, the minimum amount of time that a firm 
must be delinquent in filing annual reports and paying annual fees 
before meeting the threshold of two consecutive reporting years is 
13 months. In contrast, under a framework that considers only a 
single reporting year's noncompliance, a firm would be eligible for 
the constructive-withdrawal-request mechanism after only one month 
of delinquency, spanning from the firm's failure to file an annual 
report by June 30 of the reporting year to the firm's failure to pay 
the annual fee by July 31 of the same reporting year. The Board 
believes that such a brief period of delinquency is not sufficient 
to indicate that a firm has ceased to exist, is nonoperational, or 
no longer wishes to remain registered.
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    The Board believes that both of these alternative processes 
suggested by commenters would enhance the risk of a withdrawal from 
registration of operational firms that wish to remain registered. The 
procedural safeguards in Rule 2107(h), including the timing parameters, 
help ensure that the Rule 2107(h) process does not impose a significant 
burden on firms that inadvertently fail to comply with the annual 
reporting and annual payment requirements or on other entities 
(clients, investors, etc.). The requirements set forth in Rule 2107(h) 
provide firms sufficient notice and a clear process that governs how 
and when a firm's registration would be withdrawn based on a 
constructive withdrawal request.
    In response to a commenter's suggestion, the Board extended from 30 
days to 60 days the time that these firms have to decide whether to 
send an email to the Registration staff so that firms can remain 
registered. This change may incrementally reduce the likelihood of 
withdrawals from registration of a firm that is operational and wishes 
to remain registered.
Special Considerations for Audits of Emerging Growth Companies
    Pursuant to Section 104 of the Jumpstart Our Business Startups 
(``JOBS'') Act, rules adopted by the Board subsequent to April 5, 2012, 
generally do not apply to the audits of emerging growth companies 
(``EGCs''), as defined in Section 3(a)(80) of the Exchange Act, unless 
the Commission ``determines that the application of such additional 
requirements is necessary or appropriate in the public interest, after 
considering the protection of investors, and whether the action will 
promote efficiency, competition, and capital formation.'' \53\ As a 
result of the JOBS Act, the rules that the Board adopts are generally 
subject to a separate determination by the Commission regarding their 
applicability to audits of EGCs.
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    \53\ See Public Law 112-106 (Apr. 5, 2012). Section 103(a)(3)(C) 
of the Act, as added by Section 104 of the JOBS Act, also provides 
that any rules of the Board requiring (1) mandatory audit firm 
rotation or (2) a supplement to the auditor's report in which the 
auditor would be required to provide additional information about 
the audit and the financial statements of the issuer (auditor 
discussion and analysis) shall not apply to an audit of an EGC. The 
final rule amendment does not fall within either of these two 
categories.
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    The final rule amendment does not impose any additional 
requirements on emerging growth company audits. Accordingly, the Board 
believes that Section 103(a)(3)(C) of the Act does not apply. 
Nevertheless, the Board has included this analysis to inform the 
rulemaking. The discussion of benefits, costs, and unintended 
consequences above generally applies to audits of EGCs.
    To inform consideration of the application of PCAOB rules and 
standards to audits of EGCs, PCAOB staff prepares a white paper 
annually that provides general information about characteristics of 
EGCs.\54\ As of the November 15, 2022 measurement date, PCAOB staff 
identified 3,031 companies that self-identified with the Commission as 
EGCs and filed audited financial statements in the 18 months preceding 
the measurement date.\55\
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    \54\ See PCAOB Office of Economic and Risk Analysis, 
Characteristics of Emerging Growth Companies and Their Audit Firms 
at November 15, 2022 (Feb. 20, 2024) (``EGC Staff White Paper''), 
available at https://assets.pcaobus.org/pcaob-dev/docs/default-source/economicandriskanalysis/projectsother/documents/white-paper-on-characteristics-of-emerging-growth-companies-as-of-nov-15-2022.pdf?sfvrsn=a8294f3_4.
    \55\ The EGC Staff White Paper uses a lagging 18-month window to 
identify companies as EGCs. Please refer to the ``Current 
Methodology'' section in the Staff White Paper for details. Using an 
18-month window enables staff to analyze the characteristics of a 
fuller population in the EGC Staff White Paper but may tend to 
result in a larger number of EGCs being included for purposes of the 
present EGC analysis than would alternative methodologies. For 
example, an estimate using a lagging 12-month window would exclude 
some EGCs that are delinquent in making periodic filings. An 
estimate as of the measurement date would exclude EGCs that have 
terminated their registration, or that have exceeded the eligibility 
or time limits. In the EGC Staff White paper, PCAOB staff identified 
263 registered audit firms that issued audit reports for the 3,031 
EGCs as of the November 15, 2022 measurement date. None of these 263 
audit firms are among the 80 firms that failed to file annual 
reports and pay annual fees for reporting years 2022 and 2023.
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    EGCs are likely to be newer companies, and their audit committees 
may have limited experience in seeking and selecting PCAOB-registered 
public accounting firms. The removal of consecutively delinquent firms 
from the PCAOB registration database, as facilitated by Rule 2107(h), 
could enhance the quality of the information available and reduce 
information search costs, thereby aiding the decision-making of these 
stakeholders. As for the costs associated with the final rule 
amendment, which are likely to be incremental for operating firms that 
wish to remain registered, the Board has no reason to believe that 
registered firms providing services to EGCs will incur costs that are 
greater than those incurred by firms providing services to non-EGCs.
    Commenters agreed that the proposals generally should apply to 
audits of EGCs and that excluding the application of the proposals from 
audits of EGCs would be inconsistent with protecting the public 
interest.
    Accordingly, and for the reasons explained above, the Board has 
requested that the Commission determine, to the extent that Section 
103(a)(3)(C) of the Act applies, that it is necessary or appropriate in 
the public interest, after considering the protection of investors and 
whether the action will promote efficiency, competition, and capital 
formation, to apply the final rule amendment to audits of EGCs.

III. Date of Effectiveness of the Proposed Rules and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal

[[Page 92226]]

Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Board consents, the Commission will:
    (A) By order approve or disapprove such proposed rules; or
    (B) Institute proceedings to determine whether the proposed rules 
should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed 
rules are consistent with the requirements of Title I of the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/pcaob); or
     Send an email to [email protected]. Please include 
PCAOB-2024-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Vanessa A. 
Countryman, Secretary, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090.

All submissions should refer to PCAOB-2024-05. This file number should 
be included on the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's internet website (https://www.sec.gov/rules/pcaob). Copies 
of the submission, all subsequent amendments, all written statements 
with respect to the proposed rules that are filed with the Commission, 
and all written communications relating to the proposed rules between 
the Commission and any person, other than those that may be withheld 
from the public in accordance with the provisions of 5 U.S.C. 552, will 
be available for website viewing and printing in the Commission's 
Public Reference Room, 100 F Street NE, Washington, DC 20549, on 
official business days between the hours of 10 a.m. and 3 p.m. Copies 
of such filing will also be available for inspection and copying at the 
principal office of the PCAOB. Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly.
    We may redact in part or withhold entirely from publication 
submitted material that is obscene or subject to copyright protection. 
All submissions should refer to PCAOB-2024-05 and should be submitted 
on or before December 12, 2024.

    By the Commission.
Vanessa A. Countryman.
Secretary.
[FR Doc. 2024-27247 Filed 11-20-24; 8:45 am]
BILLING CODE 8011-01-P
```