AU-C 945 Auditor Involvement With Exempt Offering Documents

AU-C Original Pronouncement

Source Statement on Auditing Standards (SAS) No. 133.

Technical Alert

In July 2017, the ASB issued SAS No. 133, Auditor Involvement With Exempt Offering Documents, and codified the guidance in AU-C 945. Legislation has expanded exempt offerings, and the ASB recognized the need for more guidance regarding auditor's responsibility in this area. Exempt offerings include:

  • Securities transactions that are exempt from the registration requirements of Section 5 of the Securities Act of 1933. These include private placement offerings, exempt public offerings, and municipal securities offerings and
  • Offerings of securities issued or backed by governmental, municipal, banking, tax-exempt, or other entities exempt from registration under the Securities Act of 1933.

Other examples include crowdfunding, small issues of securities, and franchise offerings. The SAS is effective for exempt offering documents with which the auditor is involved that are initially distributed, circulated, or submitted on or after June 15, 2018.

AU-C 945 Definitions of Terms

Source: AU-C 945.05

  1. Exempt Offering Document. The disclosure document that provides financial and nonfinancial information related to the entity issuing the exempt offering (or in the case of a franchise offering, the franchisor) and the offering itself. (Ref: par. A5)
  2. Security. Security has the meaning as defined in Section 2(a)(1) of the ...

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