---
kind: "section"
citation: "15 U.S.C. § 78d–3"
title: "15"
title_heading: "Commerce and Trade"
number: "78d–3"
heading: "Appearance and practice before the Commission"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/78d-3"
units:
  - "Chapter 2B — Securities Exchanges"
---

# §78d–3. Appearance and practice before the Commission

- (a) **Authority to censure—** The [Commission](/usc/15/78c.md?p=a-15) may censure any [person](/usc/15/78c.md?p=a-9), or deny, temporarily or permanently, to any [person](/usc/15/78c.md?p=a-9) the privilege of appearing or practicing before the [Commission](/usc/15/78c.md?p=a-15) in any way, if that [person](/usc/15/78c.md?p=a-9) is found by the [Commission](/usc/15/78c.md?p=a-15), after notice and opportunity for hearing in the matter—
  - (1) not to possess the requisite qualifications to represent others;
  - (2) to be lacking in character or integrity, or to have engaged in unethical or improper professional conduct; or
  - (3) to have willfully violated, or willfully aided and abetted the violation of, any provision of the [securities laws](/usc/15/78c.md?p=a-47) or the rules and regulations issued thereunder.
- (b) **Definition—** With respect to any [registered public accounting firm](/usc/15/78c.md?p=a-59) or associated [person](/usc/15/78c.md?p=a-9), for purposes of this section, the term “improper professional conduct” means—
  - (1) intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards; and
  - (2) negligent conduct in the form of—
    - (A) a single instance of highly unreasonable conduct that results in a violation of applicable professional standards in circumstances in which the [registered public accounting firm](/usc/15/78c.md?p=a-59) or associated [person](/usc/15/78c.md?p=a-9) knows, or should know, that heightened scrutiny is warranted; or
    - (B) repeated instances of unreasonable conduct, each resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before the [Commission](/usc/15/78c.md?p=a-15).

## Source credit

(June 6, 1934, ch. 404, title I, § 4C, as added Pub. L. 107–204, title VI, § 602, July 30, 2002, 116 Stat. 794.)