Law / United States

Securities Exchange Act of 1934 section 13(b)(2)(B): internal accounting controls

15 U.S.C. 78m(b)(2)(B)

In force since .

A sector security regimes rule binding private bodies.

Instrument type
an act of a legislature
Obligation class
Governance

As of .

What it requires

  • It reaches you if you are an issuer that has a class of securities registered under section 12 of the Securities Exchange Act of 1934, or an issuer that is required to file reports under section 15(d) of that Act (section 13(b)(2)).
  • Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization (section 13(b)(2)(B)(i)).
  • Make that system sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets (section 13(b)(2)(B)(ii)).
  • Make that system sufficient to provide reasonable assurances that access to assets is permitted only in accordance with management's general or specific authorization (section 13(b)(2)(B)(iii)).
  • Make that system sufficient to provide reasonable assurances that the recorded accountability for assets is compared with the existing assets at reasonable intervals and that appropriate action is taken with respect to any differences (section 13(b)(2)(B)(iv)).

These lines are LexLint's reading of the law's text, as of .

What this law does

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Research summary

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The provision binds every issuer that has a class of securities registered under section 12 of the Securities Exchange Act of 1934 and every issuer that is required to file reports under section 15(d) of that Act. Such an issuer must devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances of four matters.

The system must be sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization. The system must also be sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets.

The system must also be sufficient to provide reasonable assurances that access to assets is permitted only in accordance with management's general or specific authorization. The system must also be sufficient to provide reasonable assurances that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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