---
kind: "section"
citation: "15 U.S.C. § 7216"
title: "15"
title_heading: "Commerce and Trade"
number: "7216"
heading: "Foreign public accounting firms"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/7216"
units:
  - "Chapter 98 — Public Company Accounting Reform and Corporate Responsibility"
  - "Subchapter I — Public Company Accounting Oversight Board"
---

# §7216. Foreign public accounting firms

- (a) **Applicability to certain foreign firms—**
  - (1) **In general—** Any foreign [public accounting firm](/usc/15/7201.md?p=11) that prepares or furnishes an [audit report](/usc/15/7220.md?p=2) with respect to any [issuer](/usc/15/7201.md?p=7), [broker](/usc/15/7220.md?p=3), or [dealer](/usc/15/7220.md?p=4), shall be subject to this Act and the [rules of the Board](/usc/15/7201.md?p=13) and the [Commission](/usc/15/7201.md?p=6) issued under this Act, in the same manner and to the same extent as a [public accounting firm](/usc/15/7201.md?p=11) that is organized and operates under the laws of the United States or any [State](/usc/15/7201.md?p=16), except that registration pursuant to [section 7212 of this title](/usc/15/7212.md) shall not by itself provide a basis for subjecting such a foreign [public accounting firm](/usc/15/7201.md?p=11) to the jurisdiction of the Federal or [State](/usc/15/7201.md?p=16) courts, other than with respect to controversies between such firms and the [Board](/usc/15/7201.md?p=5).
  - (2) **Board authority—** The [Board](/usc/15/7201.md?p=5) may, by rule, determine that a foreign [public accounting firm](/usc/15/7201.md?p=11) (or a class of such firms) that does not issue [audit reports](/usc/15/7220.md?p=2) nonetheless plays such a substantial role in the preparation and furnishing of such reports for particular [issuers](/usc/15/7201.md?p=7), [brokers](/usc/15/7220.md?p=3), or [dealers](/usc/15/7220.md?p=4), that it is necessary or appropriate, in light of the purposes of this Act and in the public interest or for the protection of investors, that such firm (or class of firms) should be treated as a [public accounting firm](/usc/15/7201.md?p=11) (or firms) for purposes of registration under, and oversight by the [Board](/usc/15/7201.md?p=5) in accordance with, this subchapter.
- (b) **Production of documents—**
  - (1) **Production by foreign firms—** If a foreign [public accounting firm](/usc/15/7201.md?p=11) performs material services upon which a [registered public accounting firm](/usc/15/7201.md?p=12) relies in the conduct of an [audit](/usc/15/7220.md?p=1) or interim review, issues an [audit report](/usc/15/7220.md?p=2), performs [audit](/usc/15/7220.md?p=1) work, or conducts interim reviews, the foreign [public accounting firm](/usc/15/7201.md?p=11) shall—
    - (A) produce the [audit](/usc/15/7220.md?p=1) work papers of the foreign [public accounting firm](/usc/15/7201.md?p=11) and all other documents of the firm related to any such [audit](/usc/15/7220.md?p=1) work or interim review to the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5), upon request of the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5); and
    - (B) be subject to the jurisdiction of the courts of the United States for purposes of enforcement of any request for such documents.
  - (2) **Other production—** Any [registered public accounting firm](/usc/15/7201.md?p=12) that relies, in whole or in part, on the work of a foreign [public accounting firm](/usc/15/7201.md?p=11) in issuing an [audit report](/usc/15/7220.md?p=2), performing [audit](/usc/15/7220.md?p=1) work, or conducting an interim review, shall—
    - (A) produce the [audit](/usc/15/7220.md?p=1) work papers of the foreign [public accounting firm](/usc/15/7201.md?p=11) and all other documents related to any such work in response to a request for production by the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5); and
    - (B) secure the [agreement](/usc/15/7a.md?p=2) of any foreign [public accounting firm](/usc/15/7201.md?p=11) to such production, as a condition of the reliance by the [registered public accounting firm](/usc/15/7201.md?p=12) on the work of that foreign [public accounting firm](/usc/15/7201.md?p=11).
- (c) **Exemption authority—** The [Commission](/usc/15/7201.md?p=6), and the [Board](/usc/15/7201.md?p=5), subject to the approval of the [Commission](/usc/15/7201.md?p=6), may, by rule, regulation, or order, and as the [Commission](/usc/15/7201.md?p=6) (or [Board](/usc/15/7201.md?p=5)) determines necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions exempt any foreign [public accounting firm](/usc/15/7201.md?p=11), or any class of such firms, from any provision of this Act or the [rules of the Board](/usc/15/7201.md?p=13) or the [Commission](/usc/15/7201.md?p=6) issued under this Act.
- (d) **Service of requests or process—**
  - (1) **In general—** Any foreign [public accounting firm](/usc/15/7201.md?p=11) that performs work for a domestic [registered public accounting firm](/usc/15/7201.md?p=12) shall furnish to the domestic [registered public accounting firm](/usc/15/7201.md?p=12) a written irrevocable consent and power of attorney that designates the domestic [registered public accounting firm](/usc/15/7201.md?p=12) as an agent upon whom may be served any request by the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5) under this section or upon whom may be served any process, pleadings, or other papers in any action brought to enforce this section.
  - (2) **Specific audit work—** Any foreign [public accounting firm](/usc/15/7201.md?p=11) that performs material services upon which a [registered public accounting firm](/usc/15/7201.md?p=12) relies in the conduct of an [audit](/usc/15/7220.md?p=1) or interim review, issues an [audit report](/usc/15/7220.md?p=2), performs [audit](/usc/15/7220.md?p=1) work, or, performs interim reviews, shall designate to the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5) an agent in the United States upon whom may be served any request by the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5) under this section or upon whom may be served any process, pleading, or other papers in any action brought to enforce this section.
- (e) **Sanctions—** A willful refusal to comply, in whole in or in part, with any request by the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5) under this section, shall be deemed a violation of this Act.
- (f) **Other means of satisfying production obligations—** Notwithstanding any other provisions of this section, the staff of the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5) may allow a foreign [public accounting firm](/usc/15/7201.md?p=11) that is subject to this section to meet production obligations under this section through alternate means, such as through foreign counterparts of the [Commission](/usc/15/7201.md?p=6) or the [Board](/usc/15/7201.md?p=5).
- (g) **Definition—** In this section, the term “foreign [public accounting firm](/usc/15/7201.md?p=11)” means a [public accounting firm](/usc/15/7201.md?p=11) that is organized and operates under the laws of a foreign government or political subdivision thereof.

## Source credit

(Pub. L. 107–204, title I, § 106, July 30, 2002, 116 Stat. 764; Pub. L. 111–203, title IX, §§ 929J, 982(g), July 21, 2010, 124 Stat. 1859, 1930.)

## Notes

### Editorial Notes

### References in Text

This Act, referred to in subsecs. (a), (c), and (e), is Pub. L. 107–204, July 30, 2002, 116 Stat. 745, known as the Sarbanes-Oxley Act of 2002. For complete classification of this Act to the Code, see Tables.

### Amendments

2010—Subsec. (a)(1). Pub. L. 111–203, § 982(g)(1), substituted “issuer, broker, or dealer” for “issuer”.

Subsec. (a)(2). Pub. L. 111–203, § 982(g)(2), substituted “issuers, brokers, or dealers” for “issuers”.

Subsec. (b). Pub. L. 111–203, § 929J(1), added subsec. (b) and struck out former subsec. (b) which related to deemed consent to production of audit workpapers by foreign and domestic firms.

Subsecs. (d) to (g). Pub. L. 111–203, § 929J(2), (3), added subsecs. (d) to (f) and redesignated former subsec. (d) as (g).

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.