S 945 — Holding Foreign Companies Accountable Act

[Congressional[116th BillsCongress 116thPublic Congress]Law 222] [From the U.S.

Government Publishing Office] [S.[[Page 134 STAT.

9451063]] EngrossedPublic inLaw Senate116-222 (ES)]116th <DOC>Congress 116thAn CONGRESSAct 2dTo Sessionamend S.the Sarbanes-Oxley Act of 2002 to require certain issuers to disclose to the Securities and Exchange Commission information regarding foreign jurisdictions that prevent the Public Company Accounting Oversight Board from performing inspections under that Act, and for other purposes.

945<<NOTE: _______________________________________________________________________ AN ACT To amend the Sarbanes-Oxley Act of 2002 to require certain issuers to disclose to the Securities and Exchange Commission information regarding foreign jurisdictions that prevent the Public Company Accounting Oversight Board from performing inspections under that Act, and for other purposes.

BeDec. it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1.

SHORT18, TITLE.2020 - [S.

945]>> Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, <<NOTE:

Holding Foreign Companies Accountable Act.>> SECTION 1.

<<NOTE:

15 USC 7201 note.>> SHORT TITLE.

and ``(B) require<<NOTE: each covered issuer identified under subparagraph (A) to, in accordance with the rules issued by the Commission under paragraph (4), submit to the Commission documentation that establishes that the covered issuer is not owned or controlled by a governmental entity in the foreign jurisdiction described in subparagraph (A)(i).

``(3)Records.>> Tradingrequire prohibitioneach aftercovered 3issuer yearsidentified ofunder non-subparagraph inspections.--(A) ``(A)to, Inin general.--Ifaccordance with the Commissionrules determinesissued thatby a covered issuer has 3 consecutive non-inspection years, the Commission shallunder prohibitparagraph the(4), securitiessubmit ofto the covered[[Page issuer134 fromSTAT. being traded-- ``(i) on a national securities exchange;

1064]] Commission documentation that establishes that the covered issuer is not owned or controlled by a governmental entity in the foreign jurisdiction described in subparagraph (A)(i).

``(3) <<NOTE:

Determinations.

Certifications.>> Trading prohibition after 3 years of non-inspections.-- ``(A) In general.--If the Commission determines that a covered issuer has 3 consecutive non-inspection years, the Commission shall prohibit the securities of the covered issuer from being traded-- ``(i) on a national securities exchange;

``(D) Removal<<NOTE: of subsequent prohibition.--If, after the end of the 5-year period beginning on the date on which the Commission imposes a prohibition on a covered issuer under subparagraph (C), the covered issuer certifies to the Commission that the covered issuer will retain a registered public accounting firm that the Board is able to inspect under this section, the Commission shall end that prohibition.

``(4)Time Rules.--Notperiod.>> laterRemoval thanof 90subsequent daysprohibition.--If, after the dateend of enactmentthe of5-year thisperiod subsection,beginning on the date on which the Commission shallimposes issuea rulesprohibition thaton establisha covered issuer under subparagraph (C), the mannercovered andissuer formcertifies into whichthe aCommission that the covered issuer shallwill makeretain a submissionregistered requiredpublic accounting firm that the Board is able to inspect under paragraphthis (2)(B).''.section, the Commission shall end that prohibition.

``(4) <<NOTE:

Deadline.>> Rules.--Not later than 90 days after the date of enactment of this subsection, the Commission shall issue rules that establish the manner and form in which a covered issuer shall make a submission required under paragraph (2)(B).''.

ADDITIONAL<<NOTE: DISCLOSURE.

15 USC 7214a.>> ADDITIONAL DISCLOSURE.

(3) the term ``covered form''-- (A) means-- (i)[[Page the134 formSTAT. described in section 249.310 of title 17, Code of Federal Regulations, or any successor regulation;

1065]] (i) the form described in section 249.310 of title 17, Code of Federal Regulations, or any successor regulation;

and (5) whether the articles of incorporation of the issuer (or equivalent organizing document) contains any charter of the Chinese[[Page Communist134 Party,STAT. including the text of any such charter.

Passed1066]] Chinese Communist Party, including the Senatetext Mayof 20,any 2020.such charter.

Attest:Approved December 18, 2020.

Secretary.LEGISLATIVE HISTORY--S.

116th945: CONGRESS 2d Session S.

945--------------------------------------------------------------------------- _______________________________________________________________________CONGRESSIONAL ANRECORD, ACTVol. To amend the Sarbanes-Oxley Act of 2002 to require certain issuers to disclose to the Securities and Exchange Commission information regarding foreign jurisdictions that prevent the Public Company Accounting Oversight Board from performing inspections under that Act, and for other purposes.

166 (2020):

May 20, considered and passed Senate.

Dec.

2, considered and passed House.

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