SEC Division of Corporation Finance Issues 10 New C&DIs Regarding Change in Accountants


On January 14, the Securities and Exchange Commission’s Division of Corporation Finance issued Compliance and Disclosure Interpretations (C&DIs) with respect to Regulation S-K, Item 304 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure; and Form 8-K, Item 4.01 – Changes in Registrant’s Certifying Accountant.

C&DI 111.01 defines “subsequent interim period” under Items 304(a)(1)(iv) and (v) of Regulation S-K as the period from the end of a registrant’s most recent fiscal year through the date of the former principal accountant’s resignation, declination to stand for re-election or dismissal. This period is not limited to the end of the most recent fiscal quarterly period. The “subsequent interim period” referred to in Item 304(a)(2) of Regulation S-K, which requires disclosure of the engagement of a new principal accountant, is the period from the end of the registrant’s most recent fiscal year through the date on which the new principal accountant is engaged.

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