H.R. 4139 – Reading Mode

IIB

114th CONGRESS

2d Session

H. R. 4139

IN THE SENATE OF THE UNITED STATES

May 24, 2016

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

To amend the Sarbanes-Oxley Act of 2002 to provide a temporary exemption for low-revenue issuers from certain auditor attestation requirements.

Short title

This Act may be cited as the Fostering Innovation Act of 2015.

Temporary exemption for low-revenue issuers

Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is amended by adding at the end the following:

(d)

Temporary exemption for low-Revenue issuers

(1)

Low-revenue exemption

Subsection (b) shall not apply with respect to an audit report prepared for an issuer that—

(A)

ceased to be an emerging growth company on the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933;

(B)

had average annual gross revenues of less than $50,000,000 as of its most recently completed fiscal year; and

(C)

is not a large accelerated filer.

(2)

Expiration of temporary exemption

An issuer ceases to be eligible for the exemption described under paragraph (1) at the earliest of—

(A)

the last day of the fiscal year of the issuer following the tenth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933;

(B)

the last day of the fiscal year of the issuer during which the average annual gross revenues of the issuer exceed $50,000,000; or

(C)

the date on which the issuer becomes a large accelerated filer.

(3)

Definitions

For purposes of this subsection:

(A)

Average annual gross revenues

The term average annual gross revenues means the total gross revenues of an issuer over its most recently completed 3 fiscal years divided by 3.

(B)

Emerging growth company

The term emerging growth company has the meaning given such term under section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c).

(C)

Large accelerated filer

The term large accelerated filer has the meaning given that term under section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.

Passed the House of Representatives May 23, 2016.

Karen L. Haas,

Clerk