I 
115TH CONGRESS 
2D SESSION 
H. R. 7234 
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 
DECEMBER 10, 2018 
Mr. CONAWAY 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) DEFINITION.—In this subsection, the term 
‘covered issuer’ means an issuer that is required to 
file reports under section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). 
‘‘(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 covered issuer’s financial statement that 
is included in a report described in paragraph 
(1) with respect to the covered issuer, retains a 
registered public accounting firm to issue such 
audit report that— 
‘‘(i) is located in a foreign jurisdic-
tion; and 
‘‘(ii) the Board is unable to inspect 
under this section because of the applica-
bility of the laws or rules of the foreign ju-
risdiction; and 
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‘‘(B) require each covered issuer identified 
under subparagraph (A) to disclose on an an-
nual basis to the Commission, in accordance 
with the rules issued by the Commission under 
paragraph (3)— 
‘‘(i) the provisions of law or rule in 
the jurisdiction described in subparagraph 
(A)(i) that prevent the Board from per-
forming an inspection under this section, 
as described in subparagraph (A)(ii); and 
‘‘(ii) the date on which those provi-
sions of law or rule no longer prevent the 
Board from performing that inspection. 
‘‘(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 on a national securities exchange. 
‘‘(B) REMOVAL
OF
INITIAL
PROHIBI-
TION.—If, after a prohibition required under 
subparagraph (A), the issuer subject to the pro-
hibition certifies to the Commission that the 
issuer will retain a registered public accounting 
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firm that the Board is able to inspect under 
this section, the Commission shall end the pro-
hibition imposed pursuant to subparagraph (A). 
‘‘(C) RECURRENCE
OF
NON-INSPECTION 
YEARS.—If, after the ending of a prohibition 
under subparagraph (B) or (D), the Commis-
sion determines that a covered issuer has a 
non-inspection year, the Commission shall pro-
hibit the securities of the covered issuer from 
being traded on a national securities exchange. 
‘‘(D) REMOVAL OF SUBSEQUENT PROHIBI-
TION.—If, after the end of a 5-year period be-
ginning on the date of a prohibition required 
under subparagraph (C), the issuer subject to 
the prohibition certifies to the Commission that 
the issuer will retain a registered public ac-
counting firm that the Board is able to inspect 
under this section, the Commission shall end 
the prohibition imposed pursuant to subpara-
graph (C). 
‘‘(E) NON-INSPECTION YEAR DEFINED.— 
For purposes of this paragraph and with re-
spect to a covered issuer, the term ‘non-inspec-
tion year’ means a year— 
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‘‘(i) during which the Commission 
identified the covered issuer under para-
graph (2)(A) with respect to every report 
described in paragraph (1) filed by the cov-
ered issuer during such year; and 
‘‘(ii) that begins after the date of the 
enactment of this subsection. 
‘‘(4) RULES.—Not later than 90 days after the 
date of enactment of this subsection, the Commis-
sion shall issue rules that establish the manner and 
form in which a covered issuer shall make a disclo-
sure required under paragraph (2)(B).’’. 
Æ 
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