51AU-C 945 Auditor Involvement with Exempt Offering Documents


AU-C 945 guidance applies only when both of the following exist:

  1. The auditor's report on financial statements or the auditor's review report on interim financial information of an entity is included or incorporated by reference in an offering document relating to either of:
    1. Securities, when either the transaction or the securities themselves are exempt from registration under the Securities Act of 1933, as amended (Securities Act of 1933) or
    2. Franchise offerings regulated by the Federal Trade Commission (FTC) or applicable state franchise laws
  2. The auditor performs one or more of the following activities with respect to the exempt offering document.
    1. Assisting the entity in preparing information included in the exempt offering document
    2. Reading a draft of the exempt offering document at the entity's request. Issuing a comfort or similar letter under AU-C 920, Letters for Underwriters and Certain Other Requesting Parties, or an agreed-upon procedures report in accordance with AT-C 215, Agreed-Upon Procedures Engagements, in lieu of a comfort or similar letter on information included in the exempt offering document
    3. Participating in due diligence discussions with underwriters, placement agents, broker-dealers, or other financial intermediaries in connection with the exempt offering
    4. Issuing a practitioner's attestation report on information relating ...

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