Okla. Admin. Code § 660:11-9-15

Current through Vol. 41, No. 19, June 17, 2024

Section 660:11-9-15 - Change of accountant preceding or during effectiveness

(a)Materiality of event. One of the foundations of the administration of the disclosure requirements of securities law is reliance upon the reports of independent accountants regarding the financial statements of registrants. These reports provide the assurance of an outside expert's examination and opinion, thereby substantially enhancing the reliability of financial statements. Consequently, the resignation or dismissal of the principal auditing firm during a period immediately preceding or contemporaneous with an application for registration of securities in this state is considered to be of material importance.

(b)Procedure. If during the 18 months preceding registration and/or during the period of effective registration, the principal accountant or firm auditing the registrant's financial statements resigns or is dismissed, the following shall be required:

(1) Issuers which are SEC reporting companies shall file a copy of all Form 8-K's filed with the SEC during the 18 months preceding their filing with the Department as well as any that may be filed during the period of registration with the Department.

(2) All other issuers as a condition for initial and continuing registration, shall provide the following information to the Department:

(A) the date of such resignation or dismissal;

(B) disclosure of any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure to which the accountant would have made reference in his report in connection with the audits of the two most recent fiscal years and any subsequent interim period preceding the dismissal or resignation. Each disagreement should be disclosed whether it was resolved to the accountant's satisfaction or not;

(C) any principal accountant's report on the financial statements for any of the past two years containing a disclaimer of opinion or an adverse or qualified opinion; and

(D) a statement that the decision to change accountants was recommended or approved by either:

(i) the Audit Committee of the Board of Directors, if the issuer has such a committee; or,

(ii) the Board of Directors, if the issuer has no such committee.

(3) The registrant shall request the former accountant to furnish a letter addressed to the Administrator stating whether or not he agrees with the statements made by the registrant and, if not, stating the respects in which he does not agree. The former accountant's letter shall be attached as an exhibit to the information required in (b)(2) of this Section.

Okla. Admin. Code § 660:11-9-15

Added at 21 Ok Reg 2532, eff 7-1-04