H.R. 2606 – To require auditor independence standards of the Public Company Accounting Over…

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Updated January 20, 2026 at 6:13 AM UTC

The bill updates auditor‑independence rules of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission (SEC) so that audits performed before a company becomes public are treated as independent if the auditor meets established professional standards. It applies to companies that are already public or have filed a registration statement to become public, including foreign issuers. The change ensures that past audits can satisfy independence requirements without needing a new audit after the company goes public.

Key Provisions

Amends the Sarbanes‑Oxley Act (Section 103) to add a new provision stating that for audits conducted before the last fiscal year prior to a company’s registration, an auditor is considered independent if they follow American Institute of Certified Public Accountants (AICPA) standards or comparable foreign standards.
Amends the Securities Exchange Act (Section 10A) to add a similar provision that the SEC’s auditor‑independence rules will treat auditors of pre‑registration audits as independent when they meet AICPA standards or comparable standards in the auditor’s home country.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

Bill Text

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Introduced in HouseIssued April 13, 2023

I

118th CONGRESS

1st Session

H. R. 2606

IN THE HOUSE OF REPRESENTATIVES

April 13, 2023

Mr. McHenry introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To require auditor independence standards of the Public Company Accounting Oversight Board and the Securities and Exchange Commission applicable to past audits of a company occurring before it was a public company to treat an auditor as independent if the auditor meets established professional standards, and for other purposes.

1.

Auditor independence for certain past audits occurring before an issuer is a public company

(a)

Auditor independence standards of the Public Company Accounting Oversight Board

Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7213) is amended by adding at the end the following:

(e)

Auditor independence for certain past audits occurring before an issuer is a public company

With respect to an issuer that is a public company or an issuer that has filed a registration statement to become a public company, the auditor independence rules established by the Board with respect to audits occurring before the last fiscal year of the issuer completed before the issuer filed a registration statement to become a public company shall treat an auditor as independent if—

(1)

the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

(2)

with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.

.

(b)

Auditor independence standards of the Securities and Exchange Commission

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1) is amended by adding at the end the following:

(n)

Auditor independence for certain past audits occurring before an issuer is a public company

With respect to an issuer that is a public company or an issuer that has filed a registration statement to become a public company, the auditor independence rules established by the Commission under the securities laws with respect to audits occurring before the last fiscal year of the issuer completed before the issuer filed a registration statement to become a public company shall treat an auditor as independent if—

(1)

the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

(2)

with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.

.