How to File Form AP: Requirements and Deadlines

Form AP, the Auditor’s Report of Certain Audit Participants, is a disclosure document filed with the Public Company Accounting Oversight Board (PCAOB). Its primary function is to enhance the transparency of public company audits for investors. The form achieves this by requiring the public disclosure of the specific engagement partner who led the audit. It also identifies other accounting firms that contributed to the audit effort, and the public accounting firm that issues the primary audit report is responsible for completing and submitting this form.

Information Required for Form AP

The initial part of the form requires general information about the company that was audited, referred to as the issuer. This includes the issuer’s legal name, its Central Index Key (CIK) number assigned by the Securities and Exchange Commission (SEC), the legal address of the issuer, and the specific end date of the financial period covered by the audit report. The form also requires the date of the audit report itself, which is the date the lead auditor signs off on their opinion.

A central component of the filing is the identification of the lead engagement partner. The form mandates the disclosure of the partner’s full legal name as it appears in official records. This requirement ensures that there is a specific individual accountable for the audit engagement, moving beyond the anonymity of just the accounting firm’s name.

This part requires the filing firm to identify any other accounting firms that took part in the audit, provided their contribution meets a specific threshold. A separate firm’s participation must be disclosed if its work accounted for 5% or more of the total audit hours for the engagement. For each firm meeting this 5% test, the filing firm must report the other firm’s legal name, its city, and its state or province, along with its country.

A precise calculation of the percentage of total audit hours contributed by each of these external firms is also required. If a firm’s individual participation falls below the 5% threshold, it is not identified by name. Instead, the filing firm must aggregate the participation percentages of all such firms and report a single combined number representing their total contribution.

Filing Deadlines and Submission Process

The timing for submitting Form AP is directly linked to when the audit report is made public. The primary deadline stipulates that the form must be filed with the PCAOB no later than 35 days after the audit report is first included in a document filed with the SEC. This 35-day window provides a period for the accounting firm to compile the necessary participant information after the audit report has been finalized as part of a company’s regular financial reporting, such as an annual report on Form 10-K.

A significantly shorter deadline applies in the context of a company going public. For audit reports included in a registration statement for an initial public offering (IPO), Form AP must be filed within 10 days after that registration statement is filed with the SEC. This accelerated timeline reflects the time-sensitive nature of IPOs and the importance of providing participant transparency to potential investors from the outset.

The submission of Form AP is an entirely electronic process managed through the PCAOB’s web-based system. The process involves logging into the firm’s established account, navigating to the section for Form AP filings, and entering the required data into the electronic form fields.

Once all the required data has been entered, a designated individual from the accounting firm must certify the accuracy and completeness of the submission. The form is considered officially filed only after it has been successfully submitted through the portal with the required certification. The PCAOB then makes this information publicly available through a searchable online database.

Amending a Filed Form AP

There are circumstances under which a previously filed Form AP must be corrected. An amendment is necessary if the accounting firm discovers that information on the original form was incorrect at the time of filing or if required information was omitted entirely. For example, an error in calculating the percentage of audit hours for a participating firm or the inadvertent failure to list a firm that met the 5% disclosure threshold would necessitate an amendment.

The process for correcting a submission involves filing a specific form, designated as Form AP/A, through the same PCAOB online system used for the initial filing. The filing firm must not only provide the corrected or new information but also furnish an explanation for the amendment.

Filing Form AP/A is procedurally similar to the initial submission. The firm accesses its account on the PCAOB portal, selects the option to amend a previous filing, and locates the specific Form AP that needs correction. Just like the original form, the amended version must be certified by the firm before it is officially filed and replaces the incorrect information in the public database.