I 
116TH CONGRESS 
2D SESSION 
H. R. 7000 
To amend the Sarbanes-Oxley Act of 2002 to require certain issuers to 
disclose to the Securities and Exchange Commission information regard-
ing foreign jurisdictions that prevent the Public Company Accounting 
Oversight Board from performing inspections under that Act, and for 
other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 22, 2020 
Mr. SHERMAN introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To amend the Sarbanes-Oxley Act of 2002 to require certain 
issuers to disclose to the Securities and Exchange Com-
mission information regarding foreign jurisdictions that 
prevent the Public Company Accounting Oversight Board 
from performing inspections under that Act, and for 
other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Holding Foreign Com-
panies Accountable Act’’. 
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SEC. 2. DISCLOSURE REQUIREMENT. 
Section 104 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7214) is amended by adding at the end the fol-
lowing: 
‘‘(i) DISCLOSURE REGARDING FOREIGN JURISDIC-
TIONS THAT PREVENT INSPECTIONS.— 
‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘covered issuer’ means an 
issuer that is required to file reports under sec-
tion 13 or 15(d) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m, 78o(d)); and 
‘‘(B) the term ‘non-inspection year’ means, 
with respect to a covered issuer, a year— 
‘‘(i) during which the Commission 
identifies the covered issuer under para-
graph (2)(A) with respect to every report 
described in subparagraph (A) filed by the 
covered issuer during that year; and 
‘‘(ii) that begins after the date of en-
actment of this subsection. 
‘‘(2) DISCLOSURE TO COMMISSION.—The Com-
mission shall— 
‘‘(A) identify each covered issuer that, with 
respect to the preparation of the audit report 
on the financial statement of the covered issuer 
that is included in a report described in para-
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graph (1)(A) filed by the covered issuer, retains 
a registered public accounting firm that has a 
branch or office that— 
‘‘(i) is located in a foreign jurisdic-
tion; and 
‘‘(ii) the Board is unable to inspect or 
investigate completely because of a position 
taken by an authority in the foreign juris-
diction described in clause (i), as deter-
mined by the Board; and 
‘‘(B) require each covered issuer identified 
under subparagraph (A) to, in accordance with 
the rules issued by the Commission under para-
graph (4), submit to the Commission docu-
mentation that establishes that the covered 
issuer is not owned or controlled by a govern-
mental entity in the foreign jurisdiction de-
scribed in subparagraph (A)(i). 
‘‘(3) TRADING PROHIBITION AFTER 3 YEARS OF 
NON-INSPECTIONS.— 
‘‘(A) IN GENERAL.—If the Commission de-
termines that a covered issuer has 3 consecutive 
non-inspection years, the Commission shall pro-
hibit the securities of the covered issuer from 
being traded— 
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‘‘(i) on a national securities exchange; 
or 
‘‘(ii) through any other method that is 
within the jurisdiction of the Commission 
to regulate, including through the method 
of trading that is commonly referred to as 
the ‘over-the-counter’ trading of securities. 
‘‘(B) REMOVAL
OF
INITIAL
PROHIBI-
TION.—If, after the Commission imposes a pro-
hibition on a covered issuer under subpara-
graph (A), the covered issuer certifies to the 
Commission that the covered issuer has re-
tained a registered public accounting firm that 
the Board has inspected under this section to 
the satisfaction of the Commission, the Com-
mission shall end that prohibition. 
‘‘(C) RECURRENCE
OF
NON-INSPECTION 
YEARS.—If, after the Commission ends a prohi-
bition under subparagraph (B) or (D) with re-
spect to a covered issuer, the Commission deter-
mines that the covered issuer has a non-inspec-
tion year, the Commission shall prohibit the se-
curities of the covered issuer from being trad-
ed— 
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(4) the name of each official of the Chinese 
Communist Party who is a member of the board of 
directors of— 
(A) the issuer; or 
(B) the operating entity with respect to the 
issuer; and 
(5) whether the articles of incorporation of the 
issuer (or equivalent organizing document) contains 
any charter of the Chinese Communist Party, in-
cluding the text of any such charter. 
Æ 
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