SEC and PCAOB Glossary for Public Companies

Securities regulation has its own vocabulary. The definitions below are written for executives, not lawyers, and are current as of September 2026. They summarize; the linked primary source always controls. If a term affects your filing calendar or audit scope, talk to us before relying on it.

Terms A to Z

Accelerated filer

An Exchange Act reporting company with public float of $75 million or more but less than $700 million, measured on the last business day of its second fiscal quarter, that has filed at least one annual report and been reporting for 12 months. Since the SEC's 2020 amendments, a company eligible for SRC status under the revenue test (annual revenues under $100 million) is not an accelerated filer. Accelerated filers need an auditor's ICFR attestation. See Exchange Act Rule 12b-2 and our SOX 404 services.

AS 1220

The PCAOB standard on engagement quality review. It requires an independent, qualified reviewer to evaluate the significant judgments on each audit and interim review, and prohibits the firm from releasing its report until the reviewer gives concurring approval of issuance. A partner who led either of the two preceding audits cannot be the reviewer. See AS 1220 on pcaobus.org and how we apply it.

AS 2201

PCAOB standard for an audit of internal control over financial reporting that is integrated with an audit of financial statements. It governs the auditor's attestation required by SOX Section 404(b) for accelerated and large accelerated filers, including how the auditor identifies, tests and reports on controls and material weaknesses. See AS 2201 on pcaobus.org and our SOX 404 and ICFR services.

AS 4105

PCAOB standard for reviews of interim financial information. A review consists mainly of inquiries and analytical procedures and provides limited assurance, not an audit opinion. Regulation S-X Rule 10-01(d) requires the quarterly financial statements in Form 10-Q to be reviewed by an independent public accountant before filing. See AS 4105 on pcaobus.org and our 10-Q review service.

AuditorSearch

A free PCAOB database, built from Form AP filings, that lets anyone search by company, audit firm or engagement partner to see who signed an issuer's audit report and which other firms participated. It is the quickest way for an audit committee to check a firm's public-company audit history. Visit PCAOB AuditorSearch and read our guide to verifying a PCAOB-registered auditor.

Comfort letter

A letter from the independent auditor to the underwriters of a registered securities offering, addressing matters such as the auditor's independence and procedures performed on financial information in the registration statement. It supports the underwriters' due diligence. PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties, governs its content. See AS 6101 and our IPO and S-1 audit services.

Comment letter

A letter from the staff of the SEC's Division of Corporation Finance raising questions or requesting changes after reviewing a company's filing, such as a Form S-1, 10-K or 20-F. The company responds in writing, sometimes over several rounds, until the staff completes its review. Comment and response letters are made public on EDGAR no sooner than 20 business days after the review is completed. See the SEC's filing review process.

Consent (Exhibit 23)

The auditor's written consent to the use of its report in a Securities Act registration statement, such as Form S-1 or S-8, or to incorporation by reference of a report in an existing registration statement. Consents are filed as Exhibit 23 under Item 601(b)(23) of Regulation S-K, and the auditor performs subsequent-events procedures before providing one. See Item 601 of Regulation S-K and our uplisting audit services.

Critical audit matter (CAM)

A matter communicated, or required to be communicated, to the audit committee that relates to material accounts or disclosures and involved especially challenging, subjective or complex auditor judgment. CAMs are described in the auditor's report under AS 3101. They are not required in audits of emerging growth companies, brokers and dealers, registered investment companies other than business development companies, and certain employee benefit plans. See AS 3101.

Direct listing

A way to list a company's shares on a national securities exchange without a traditional underwritten IPO. Existing shares typically become tradable once a registration statement is effective and the exchange approves the listing, subject to each exchange's specific rules. The company still needs PCAOB-audited financial statements in its registration statement. See the Nasdaq Listing Center and our IPO and S-1 audit services.

EDGAR

The SEC's Electronic Data Gathering, Analysis, and Retrieval system, through which companies file registration statements, periodic reports and other documents, and where the public can read them free of charge. A company needs EDGAR access codes before its first filing, and most financial statements must be tagged in Inline XBRL. See EDGAR on sec.gov.

Emerging growth company (EGC)

An issuer with total annual gross revenues below $1.235 billion in its most recent fiscal year, as created by the JOBS Act. EGC status lasts up to five fiscal years after the IPO, ending earlier if revenues reach the threshold, the company issues more than $1 billion of non-convertible debt in three years, or it becomes a large accelerated filer. EGCs are exempt from auditor ICFR attestation and CAM reporting. See the SEC's EGC page.

Engagement quality review (EQR)

An objective review, performed before an audit or review report is released, of the significant judgments made by the engagement team and the conclusions reached. Under PCAOB AS 1220 it is required for every issuer audit and interim review, and the report cannot be released without the reviewer's concurring approval of issuance. See AS 1220 and our quality control system.

Foreign private issuer (FPI)

A non-government foreign issuer, unless more than 50% of its voting securities are held by U.S. residents and it also has a majority of U.S. citizen or resident executives or directors, more than 50% of its assets in the U.S., or business administered principally in the U.S. Status is tested annually at the end of the second fiscal quarter. FPIs may file annual reports on Form 20-F. See Exchange Act Rule 3b-4 and our Latin American issuer services.

Form 1-A

The offering statement used to offer securities under Regulation A. It contains a notification section, an offering circular with business and financial disclosure, and exhibits, and must be qualified by the SEC staff before sales begin. Tier 2 offering statements require audited financial statements. See the Form 1-A instructions and our Reg A audit services.

Form 2 (PCAOB)

The annual report every PCAOB-registered public accounting firm must file with the PCAOB under Rule 2200, due no later than June 30 and generally covering the 12 months from April 1 to March 31. It includes information such as the issuers the firm audited, fees and personnel. Filed Form 2 reports are publicly available. See PCAOB Form 2.

Form 8-A

A short-form registration statement used to register a class of securities under Section 12(b) or 12(g) of the Exchange Act, typically by a company that already files Exchange Act reports, for example when its shares are about to list on a national securities exchange. It relies largely on information already on file with the SEC. See the Form 8-A instructions and our uplisting audit services.

Form 8-K

The current report a reporting company files to announce specified material events, such as entering a material agreement, completing an acquisition, changing auditors or non-reliance on prior financial statements. Most items are due within four business days of the event. See the Form 8-K instructions, and the related entries for Item 4.01 and Super 8-K.

Form 10

The general form for registering a class of securities under Section 12(b) or 12(g) of the Exchange Act, often used by a company that becomes a reporting company without a Securities Act offering. It requires full business and financial disclosure, including audited financial statements. A Section 12(g) registration generally becomes effective automatically 60 days after filing. See the Form 10 instructions and our reverse merger audit services.

Form 10-K

The annual report U.S. reporting companies file with the SEC, containing audited financial statements, MD&A, risk factors, controls disclosure and, in Item 14, the fees paid to the principal accountant. It is due 60, 75 or 90 days after fiscal year-end for large accelerated, accelerated and all other filers, respectively. See the Form 10-K instructions and our annual audit services.

Form 10-Q

The quarterly report for each of the first three fiscal quarters, containing interim financial statements reviewed by the independent auditor, MD&A and controls disclosure. It is due 40 days after quarter-end for large accelerated and accelerated filers and 45 days for others. In May 2026 the SEC proposed allowing optional semiannual reporting instead; that proposal is not final. See the Form 10-Q instructions and our 10-Q review service.

Form 20-F

The annual report and registration form used by foreign private issuers. It contains audited financial statements prepared under U.S. GAAP, IFRS as issued by the IASB, or home-country GAAP with reconciliation, and is due four months after fiscal year-end. Fee disclosure appears in Item 16C. See the Form 20-F instructions and our Form 20-F audit services.

Form AP

The PCAOB form, required by Rule 3211, on which a registered firm reports the engagement partner's name and the other accounting firms that participated in each issuer audit. It is due 35 days after the audit report is first included in an SEC filing, or 10 days in the case of an initial public offering. The data feeds AuditorSearch. See the PCAOB Section 3 rules.

Form S-1

The general registration statement for offering securities under the Securities Act of 1933, used in most IPOs and in resale registrations. It requires a prospectus with business, risk and financial disclosure, including PCAOB-audited financial statements, and becomes effective only when the SEC declares it so. See the Form S-1 instructions and our IPO and S-1 audit services.

Going concern

The assumption that an entity will continue operating and meeting its obligations. Under U.S. GAAP (ASC 205-40), management evaluates whether substantial doubt exists about the entity's ability to continue for one year after the financial statements are issued. The auditor separately evaluates the matter under PCAOB AS 2415 and, if substantial doubt remains, adds an explanatory paragraph to the report. See AS 2415 and our small-cap audit services.

IFRS

International Financial Reporting Standards, issued by the International Accounting Standards Board (IASB). Foreign private issuers may file financial statements prepared under IFRS as issued by the IASB without reconciling them to U.S. GAAP; U.S. domestic registrants must use U.S. GAAP. Many Latin American companies report under IFRS locally. See ifrs.org and our Form 20-F audit services.

Internal control over financial reporting (ICFR)

A process designed by or under the supervision of the CEO and CFO to provide reasonable assurance about the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Management must assess and report on its effectiveness annually; certain filers also need an auditor's attestation. See the definition in Exchange Act Rule 13a-15(f) and our SOX 404 and ICFR services.

Item 4.01 (Form 8-K)

The Form 8-K item a company uses to report that its independent accountant resigned, declined to stand for re-election or was dismissed, or that a new accountant was engaged. The disclosure follows Item 304 of Regulation S-K, including any disagreements or reportable events, and the former auditor's letter responding to it is filed as Exhibit 16. See the Form 8-K instructions and our change of auditor services.

Material weakness

A deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A company with one or more material weaknesses cannot conclude that its ICFR is effective. See the definition in AS 2201 and our SOX 404 services.

NT 10-K

The notification of late filing, made on Form 12b-25 no later than one business day after a Form 10-K is due, when the report cannot be filed on time without unreasonable effort or expense. If the conditions are met, the report is treated as timely if filed within 15 calendar days after the due date; for Form 10-Q (NT 10-Q) the extension is five calendar days. See Exchange Act Rule 12b-25.

OTCQB

The OTC Markets Group venture market for early-stage and developing companies. Eligibility includes being current in reporting, a minimum bid price of $0.01, not being in bankruptcy and an annual verification and management certification. Financial statements of SEC reporting companies must be audited by a PCAOB-registered auditor, with limited initial-eligibility exceptions. See the OTCQB Rules and our OTCQB vs. OTCQX comparison.

OTCQX

The highest market tier operated by OTC Markets Group. It requires companies to meet financial standards, such as minimum bid price and market capitalization tests, plus corporate governance standards, including independent directors and an audit committee, and to be current in their disclosure with audited financial statements. Requirements differ for U.S. and international companies. See the OTCQX Rules for U.S. Companies and our OTC company audit services.

PBC (prepared by client)

The list of schedules, reconciliations, contracts and other documents the company prepares for its auditor, with owners and due dates. A complete, timely PBC list is one of the biggest drivers of audit timing and cost; late or incomplete items can delay the report and may require a change order. See how we price audits and the document checklists on each of our service pages.

PCAOB

The Public Company Accounting Oversight Board, a nonprofit created by the Sarbanes-Oxley Act of 2002 and overseen by the SEC. It registers, sets standards for, inspects and disciplines accounting firms that audit public companies and SEC-registered brokers and dealers. A firm must be registered with the PCAOB to issue audit reports on issuers. See pcaobus.org and how to verify our registration.

PCAOB Rule 3520

The PCAOB rule requiring a registered firm and its associated persons to be independent of the firm's audit client throughout the audit and professional engagement period, satisfying all independence criteria that apply, including SEC rules. Rules 3521 through 3526 add specific requirements on contingent fees, tax services, pre-approval and audit committee communications. See PCAOB Section 3 rules and our independence process.

Pink Current

A former OTC Markets tier for companies that made adequate current information publicly available. OTC Markets retired it on July 1, 2025, when it launched the OTCID Basic Market for companies that provide ongoing disclosure and a management certification but do not qualify for OTCQX or OTCQB. Companies that do not meet OTCID standards may fall to Pink Limited or the Expert Market. See the OTC Markets announcement.

Public float

The aggregate worldwide market value of a company's voting and non-voting common equity held by non-affiliates. For filer-status purposes it is measured as of the last business day of the most recently completed second fiscal quarter, and it drives accelerated filer and smaller reporting company status, and therefore filing deadlines and ICFR attestation. See Exchange Act Rule 12b-2.

QC 1000

The PCAOB's quality control standard, A Firm's System of Quality Control, which requires registered firms to design, implement and operate a risk-based quality control system and to evaluate it annually, reporting to the PCAOB on Form QC. Its effective date was postponed to December 15, 2026, when it replaces the interim QC standards. Amendments adopted in September 2026 are subject to SEC approval. See QC 1000 and our system.

Regulation A (Reg A+)

An exemption from Securities Act registration for offerings of up to $20 million in 12 months (Tier 1) or $75 million (Tier 2). Tier 2 issuers must include audited financial statements and file ongoing annual, semiannual and current reports. The Tier 2 audit may follow AICPA or PCAOB standards, and the auditor must be independent but need not be PCAOB-registered. See the SEC's Regulation A page and our Reg A audit services.

Reverse merger

A transaction in which a private operating company combines with a public company, often a shell, so that the private company's owners take control and the combined company becomes public without a traditional IPO. The operating company's PCAOB-audited financial statements are usually required quickly after closing. See the SEC's investor bulletin on reverse mergers and our reverse merger audit services.

Rule 2-01 (Regulation S-X)

The SEC's auditor independence rule. An accountant is not independent if it is not, or a reasonable investor would conclude it is not, capable of objective and impartial judgment. The rule lists prohibited financial, employment and business relationships, prohibited non-audit services, partner rotation and audit committee pre-approval requirements. See 17 CFR 210.2-01 and our independence process.

Rule 15c2-11

The Exchange Act rule that governs when a broker-dealer may publish quotations for a security in the OTC market. As amended with a September 28, 2021 compliance date, quotations generally require current and publicly available information about the issuer. In March 2026 the SEC proposed further amendments to limit the rule to equity securities. See the SEC's 2026 proposal and our OTC company audit services.

Shell company

A registrant, other than certain business combination related companies and asset-backed issuers, with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or cash plus nominal other assets. Shell status limits the use of Rule 144 and Form S-8, and ending it triggers Super 8-K disclosure. See Exchange Act Rule 12b-2 and our reverse merger audit services.

Smaller reporting company (SRC)

A company with public float under $250 million, or with annual revenues under $100 million and either no public float or public float under $700 million. SRCs may use scaled disclosure, including two years of audited financial statements instead of three. SRCs meeting the revenue test are also non-accelerated filers. See Exchange Act Rule 12b-2 and our small-cap audit services.

SOX 404

Section 404 of the Sarbanes-Oxley Act. Section 404(a) requires management's annual report on the effectiveness of internal control over financial reporting. Section 404(b) requires the auditor to attest to that assessment, but applies only to accelerated and large accelerated filers; non-accelerated filers and emerging growth companies are exempt from 404(b). See 15 U.S.C. 7262 and our SOX 404 services.

Super 8-K

Informal name for the Form 8-K a shell company files when a transaction causes it to cease being a shell, usually a reverse merger. Items 2.01(f) and 5.06 require the information that would appear in a Form 10, including audited financial statements of the acquired operating business, generally within four business days of closing. See the Form 8-K instructions and our reverse merger audit services.

U.S. GAAP

Generally accepted accounting principles in the United States, codified in the FASB Accounting Standards Codification. The SEC recognizes the Financial Accounting Standards Board as the accounting standard setter for public companies, and U.S. domestic registrants must prepare their financial statements under U.S. GAAP. SEC rules in Regulation S-X add form and content requirements. See fasb.org.

Uplisting

Moving a company's shares from an OTC market to a national securities exchange such as Nasdaq or NYSE American. The company must meet the exchange's financial, liquidity and corporate governance listing standards, register the class under Exchange Act Section 12(b), and present financial statements audited by a PCAOB-registered firm. See the Nasdaq Listing Center and our uplisting audit services.

XBRL

eXtensible Business Reporting Language, the machine-readable tagging format the SEC requires for financial statement data. Under Regulation S-T Rule 405, most operating companies tag their financial statements and cover page in Inline XBRL, embedded in the HTML filing. Tagging is the company's responsibility, not an audited item. See Inline XBRL on sec.gov.