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SEC final rule: Holding Foreign Companies Accountable Act Disclosure

The December 2021 final rule that put Item 9C into Part II of Form 10 K, requiring disclosure by a company whose auditor the PCAOB cannot inspect because of a position taken by a foreign…

On this page
  1. What the rule does
  2. Who the rule reaches
  3. Where it lands in Form 10-K
  4. The consequence the statute attaches
  5. What was checked
Authority and currency

About this authority

Publisher
U.S. Securities and Exchange Commission
Standing
Primary authority
Version
Release No. 34-93701; IC-34431; File No. S7-03-21, conformed to the Federal Register version
Relevant parts
Cover page (release numbers, SUMMARY, DATES); Section II.D.3, Final Amendments, on the Form 10-K Item 9C revision; footnote 11 on the three-year trading prohibition
Currency
current · checked Sep 13, 2026

Open the primary source

What the rule does

The release is numbered 34-93701 and IC-34431, under file number S7-03-21. Its SUMMARY says the Commission is "adopting amendments to finalize interim final rules that revised Forms 20-F, 40-F, 10-K, and N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act." The Commission adopted it on December 2, 2021, and the amendments took effect on January 10, 2022.

Who the rule reaches

The amendments reach a registrant the Commission identifies as having filed an annual report with an audit report from a registered public accounting firm located in a foreign jurisdiction. The further condition is that the Public Company Accounting Oversight Board "is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction." The release calls such a registrant a Commission-Identified Issuer.

Such a registrant must submit documentation to the Commission establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction. A Commission-Identified Issuer that is also a foreign issuer must additionally disclose, in its annual report, information about its audit arrangements and about governmental influence on it.

Where it lands in Form 10-K

Under Final Amendments the release states: "we are adopting amendments to Form 10-K to revise Part II, Item 9C, Form 20-F to revise Part II, Item 16I, Form 40-F to revise paragraph B.18, and Form N-CSR to revise paragraph (j) of Item 4." Item 9C therefore carries this disclosure in a domestic operating company's annual report. A company the Commission has not identified commonly answers it as not applicable.

The consequence the statute attaches

Footnote 11 records the trading consequence. It cites Section 104(i)(3) of the Sarbanes-Oxley Act, as added by Section 2 of the Holding Foreign Companies Accountable Act. If an issuer is a Commission-Identified Issuer for three consecutive years, the Commission must prohibit the issuer's securities from being traded on a national securities exchange.

What was checked

The rule page and the conformed final-rule PDF were retrieved from sec.gov on September 13, 2026 and read as text. The cover page supplied the release numbers, the SUMMARY, and the January 10, 2022 effective date. The Form 10-K Item 9C text was read against the Form 10-K PDF at https://www.sec.gov/files/form10-k.pdf, and Apple's answer to the Item from sources/artifacts/sec/session-05/aapl-20250927.htm.