Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 30 - SECURITIES REGISTRATION › Section 21VAC5-30-10 - Definitions

Current through Register Vol. 40, No. 24, July 15, 2024
As used in this chapter, forms instructions and orders
				  relating to the securities registration, the following meanings shall
				  apply:
"Certified financial statements" shall be defined as those
				  financial statements prepared in accordance with generally accepted accounting
				  standards, that are examined and reported upon with an opinion expressed by an
				  independent accountant and shall include at least the following
				  information:
1. Date of report, manual
				signature, city and state where issued and identification without detailed
				enumeration of the financial statements and schedules covered by the
				report;
2. Representations as to
				whether the audit was made in accordance with generally accepted auditing
				standards and designation of any auditing standards and designation of any
				auditing procedures deemed necessary by the accountant under the circumstances
				of the particular case which may have been omitted, and the reason for their
				omission; nothing in this regulation however shall be construed to imply
				authority for the omission of any procedure which independent accountants would
				ordinarily employ in the course of an audit for the purpose of expressing the
				opinions required under the regulation;
3. Statement of the opinion of the accountant
				in respect to the financial statements and schedules covered by the report and
				the accounting principles and practices reflected therein and as to the
				consistency of the application of the accounting principles, or as to any
				changes in such principles which would have a material effect on the financial
				statements;
4. Any matters to which
				the accountant takes exception shall be clearly identified, the exception
				thereto specifically and clearly stated, and, to the extent practicable, the
				effect of such exception on the related financial statements given.
"Financial statements" shall be defined as those reports,
				  schedules and statements, prepared in accordance with generally accepted
				  accounting principles, which contain at least the following information unless
				  the context otherwise dictates:
1.
				Balance Sheet;
2. Statement of
				Income or Operations;
3. Statement
				of Shareholders' Equity or Members' Equity; and
4. Statement of Cash Flows.
"Independent accountant" shall be defined as any certified
				  public accountant in good standing and entitled to practice as such under the
				  laws of his principal place of business or residence, and who is, in fact, not
				  controlled by or under common control with the entity or person being audited;
				  for the purposes of this definition an accountant will be considered not
				  independent with respect to any person or any of its parents, its subsidiaries,
				  or other affiliates (i) in which, during the period of the accountant's
				  professional engagement to examine the financial statements being reported on
				  or at the date of the accountant's report, the accountant or the accountant's
				  firm or a member thereof, had, or was committed to acquire, any direct
				  financial interest or any material indirect financial interest; (ii) with
				  which, during the period of the accountant's professional engagement to examine
				  the financial statements being reported on, at the date of the accountant's
				  report during the period covered by the financial statements, the accountant or
				  the accountant's firm or a member thereof was connected as a promoter,
				  underwriter, voting trustee, director, officer, or employee, except that a firm
				  will not be deemed not independent in regard to a particular person if a former
				  officer or employee of such person is employed by the firm and such individual
				  has completely disassociated himself from the person and its affiliates
				  covering any period of his employment by the person. For the purposes of this
				  chapter, the term "member" means all partners in the firm and all professional
				  employees participating in the audit or located in an office of the firm
				  participating in a significant portion of the audit; and in determining whether
				  an accountant may in fact be not independent with respect to a particular
				  person, the Commission will give appropriate consideration to all relevant
				  circumstances, including evidence bearing on all relationships between the
				  accountant and that person or any affiliates thereof and will not confine
				  itself to the relationships existing in connection with the filing of reports
				  with the Commission.
"Unaudited financial statements" shall be defined as those
				  financial statements prepared in accordance with generally accepted accounting
				  principles, not accompanied by the statements and representations as set forth
				  in subdivisions 2, 3, and 4 of the first definition of this
				  section.