Published : 7 years ago, on 28/07/2017

Auditors involved with exempt offering documents will benefit from the clarity that a new auditing standard issued by the American Institute of CPAs (AICPA) provides. Statement of Auditing Standards (SAS) No. 133 will guide auditors with respect to their responsibilities related to offerings of securities exempt from registration under the Securities Act of 1933 and franchise offerings (i.e., exempt offerings).

SAS No. 133, developed by the AICPA’s Auditing Standards Board, will be effective for exempt offering documents with which the auditor is involved that are initially distributed, circulated, or submitted on or after June 15, 2018. Professional standards already address other offerings through AU-C section 925, Filings with the U.S. Securities and Exchange Commission Under the Securities Act of 1933.

Prior to the issuance of SAS No. 133, the AICPA provided best practice guidance for auditors involved in municipal securities offerings in several relevant AICPA Audit and Accounting Guides.  However, in addition to addressing those offerings, SAS 133 has a broader scope which includes all offerings of securities exempt from registration under the Securities Act of 1933, as amended, and franchise offerings.

Examples of the types of offerings addressed by SAS No. 133 include the following:

• Municipal securities
• Securities issued by non-profit religious, education or charitable organizations
• Crowdfunding
• Small issues of securities (e.g., Regulation A offerings)
• Franchise offerings

“Given both the size of the exempt market and the added complexities and risk, having standards-level guidance for when an auditor is considered involved in an offering, as well as the audit responsibilities once involved, is in the public interest and will promote consistency in practice,” said Laura Hyland, AICPA senior manager, governmental accounting and auditing.