Internal control over financial reporting

SOX Compliance Services: Readiness, ITGC Testing, and Control Testing for Sections 302 and 404

SOX compliance support for US-listed companies, IPO candidates, foreign private issuers, subsidiaries of US-listed groups, and the service organizations they rely on. We assess internal control over financial reporting against COSO 2013, test IT general controls and key controls to support management's assessment, and prepare service organizations for SOC 1 reports. Most readiness assessments take 6–12 weeks.

SOX at a glance
17COSO 2013 principles
4IT general control areas
20 yrsMaximum prison term under Section 906
6–12 wksTypical readiness assessment
23+Technical experts
71Countries covered
LAW, NOT A CERTIFICATE
SOX Is Shown With Evidence
Controls, test results, and certifications
TESTED
ITGCs and Key Controls
Walkthroughs, samples, and evidence
MAPPED
COSO 2013, SOC 1, ISO 27001
Reuse the control evidence you have
TAILORED
One Tailored Proposal
After a free scoping review
SOX, in plain terms

What Is SOX Compliance?

SOX compliance means meeting the Sarbanes-Oxley Act of 2002, the US law that makes public company leaders answerable for their financial reports. The CEO and CFO certify every quarterly and annual report, management assesses internal control over financial reporting (ICFR) each year, and for larger companies an independent auditor attests to that assessment.

In practice, SOX compliance is a cycle: scope the accounts and processes that matter, document the risks and controls, test that the controls work, fix what doesn't, and give leadership the evidence to sign. Most companies use the COSO 2013 Internal Control–Integrated Framework as the yardstick, with IT general controls (ITGCs) covering the systems that produce the numbers.

Accredify Global supports that cycle without taking your external auditor's place. We assess readiness, test ITGCs and key controls for management's assessment, and help service organizations get the SOC 1 reports their customers' auditors rely on. The SOX 404(b) attestation itself can only come from your PCAOB-registered audit firm.

§ 302CEO and CFO certify each report
§ 404(a)Management assesses ICFR
§ 404(b)Auditor attests, for larger filers
§ 906Criminal certification
Where the rules stand

SOX in 2026: Proposed Relief From 404(b), and Optional Semiannual Reporting

The SEC has proposed fewer auditor attestations. On 19 May 2026 it proposed collapsing today's filer categories into two. The large accelerated filer threshold would rise from $700 million to $2 billion of public float, and all other companies would become non-accelerated filers that no longer need a SOX 404(b) auditor attestation. Management's 404(a) assessment and the Section 302 and 906 certifications would stay.

Quarterly reports could become optional. A separate May 2026 proposal would let companies file a semiannual report on a new Form 10-S instead of 10-Qs. CEO and CFO certifications would still apply to each report.

Both are proposals, not final rules, when this page was reviewed. Until they are adopted, today's thresholds apply. Separately, the PCAOB's new quality control standard for audit firms, QC 1000, takes effect on 15 December 2026, so expect auditors to ask for clearer evidence.

May 2026Semiannual reporting proposed
19 May 2026Filer status and 404(b) proposal
15 Dec 2026PCAOB QC 1000 takes effect

Sources: Filer status proposal (Uniqus) · 404(b) exemption proposal (Schneider Downs) · Semiannual reporting proposal (DLA Piper) · QC 1000 effective date (WilmerHale)

Every type of company

SOX Compliance by Company Type: What Applies and How We Help

SOX duties depend on where you are in the listing journey and your filer status. Thresholds below are today's rules.

Company typeWhat appliesHow we help
Pre-IPO companiesSection 302 from the first periodic report; 404(a) from the second annual reportReadiness assessment and an ICFR roadmap before listing
Emerging growth companies302 and 404(a); no 404(b) for up to five years while EGC status lastsControl testing for management's assessment
Non-accelerated filers302 and 404(a); no 404(b). Includes smaller companies with under $100 million revenue404(a) testing and deficiency tracking
Accelerated and large accelerated filers302, 404(a), and 404(b) auditor attestation (public float of $75 million or more)Pre-audit readiness, ITGC and key control testing, remediation checks
Foreign private issuers302 and 906 certifications and 404 reporting in the Form 20-F; 404(b) by filer statusThe same support, delivered by auditors local to your operations
Subsidiaries and offshore centres of US-listed groupsIn scope of the parent's ICFR; controls set by group financeLocal control and ITGC testing to the parent's standards
Service organizationsCustomers' auditors rely on your controls through a SOC 1 reportSOC 1 readiness and reports signed by our licensed CPA partner firm
Private companiesNot required by law; lenders, investors, and buyers often expect SOX-style controlsA proportionate controls review ahead of funding or sale
Newly acquired businessesCan usually be left out of the 404 assessment for up to a year after acquisitionIntegration testing so the business is ready the following year
Requirements

SOX Requirements by Section, and What We Test

The sections that drive most SOX compliance work, and the evidence behind each.

SectionWhat it requiresEvidence we look for
302CEO and CFO certify each 10-K and 10-Q, including disclosure controls and any significant deficiencies or fraudSub-certifications, disclosure committee records, and deficiency reporting
404(a)A yearly management report on the effectiveness of ICFR, using a recognized framework such as COSO 2013Scoping, risk and control matrices, walkthroughs, and test results
404(b)The external auditor's attestation on ICFR, for accelerated and large accelerated filersEvidence prepared so your auditor's testing runs smoothly
906CEO and CFO certify that each periodic report fully complies and fairly presents the financialsThe control evidence that supports the signature
409Rapid disclosure of material changes, usually on Form 8-K within four business daysEvent escalation and disclosure procedures
802Record retention, with criminal penalties for destroying or altering recordsRetention schedules and legal hold procedures
806Protection for employees who report suspected fraudA working whistleblower channel and case handling
IT general controls

SOX ITGCs: Where Most Deficiencies Start

If the systems that produce your numbers aren't controlled, the financial controls that depend on them can't be relied on.

The four ITGC areas we test

Access to programs and dataUser provisioning, removal of leavers, privileged access, and periodic access reviews
Program changesApproval, testing, and separation of duties for changes to financial systems
Program developmentControls over new systems and data migrations, including ERP projects
Computer operationsJob scheduling, interface monitoring, backups, and incident handling

Findings we see most

  • Leavers who still have access to the ERP or bank portals
  • Shared or generic admin accounts on financial systems
  • Changes moved to production by the person who wrote them
  • Key reports used in controls with no check on their completeness and accuracy
  • SOC 1 reports collected but complementary user entity controls never mapped

ITGC evidence overlaps heavily with ISO 27001 and SOC 2 access and change controls, so we test once and map the results. A cyber security risk assessment covers the wider security picture, including the incident and cyber disclosure duties listed companies now carry.

Deadlines and penalties

SOX Deadlines, Penalties, and What a Material Weakness Costs

SOX puts personal liability on the people who sign, and public disclosure on the company when controls fail.

Filing clocks

Form 10-K60 days after year end for large accelerated filers, 75 for accelerated, 90 for others
Form 10-Q40 days after quarter end for large accelerated and accelerated filers, 45 for others
Form 8-KGenerally within four business days of the event

Each 10-K and 10-Q carries Section 302 and 906 certifications, so the control evidence must be ready before the filing date, not after.

Penalties and consequences

  • Up to $1 million and 10 years in prison for knowingly certifying a report that does not comply (Section 906)
  • Up to $5 million and 20 years for doing so willfully
  • Criminal penalties for destroying or falsifying records (Section 802)
  • SEC enforcement and civil penalties for false Section 302 certifications
  • Public disclosure of material weaknesses, and recovery of incentive pay after restatements under exchange clawback rules
How it works

How Our SOX Compliance Services Work

Six stages, from scoping to a clear view of where you stand before your auditor arrives.

ScopingSignificant accounts, locations, and systems, based on the materiality your finance team sets.
Controls reviewRisk and control matrices, process narratives, and gaps against COSO 2013.
WalkthroughsEach key process followed end to end, to confirm controls are designed well.
ITGC testingAccess, change, development, and operations for in-scope systems.
Key control testingInterim and year-end samples, with clear workpapers.
Deficiencies and roadmapFindings logged for management's evaluation, with owners and dates.

Planning an IPO, or not sure whether 404(b) applies to you? A free scoping review answers that first.

Book a free scoping review
How it fits with what you have

SOX vs SOC 1 vs ISO 27001: Who Needs Which

Three kinds of control evidence that are often confused.

TopicSOXSOC 1ISO 27001
Who needs itCompanies with US-listed securitiesService organizations whose work affects clients' financial reportingAny organization proving information security
What it coversInternal control over financial reportingControls at the service organization relevant to clients' ICFRAn information security management system
Who signsCEO and CFO; the external auditor for 404(b)A licensed CPA firmAn accredited certification body
OutputCertifications and the ICFR report in the 10-K or 20-FA Type 1 or Type 2 reportA three-year certificate with yearly audits

If you provide payroll, hosting, payments, claims, or outsourced finance services to listed companies, their auditors will usually ask for a SOC 1 Type 2 report. Our SOC 1 and SOC 2 services are delivered with a licensed CPA partner firm.

Cost and timeline

SOX Compliance Cost and Timeline

We do not publish a price list. The cost depends on how many processes, locations, and systems are in scope, and whether you need readiness, testing, or both. A free scoping review gives you a tailored proposal.

What shapes the scope

  • Significant accounts and processes — revenue, close, payroll, treasury, and more
  • Locations and entities — subsidiaries and shared service centres
  • Systems — ERP, consolidation, billing, and their interfaces
  • Service organizations — SOC 1 reports to review and map
  • Reuse — existing narratives, ISO 27001 or SOC 2 evidence

How long it takes

Readiness assessment6–12 weeks, depending on scope
Control testingInterim and year-end cycles across your fiscal year
Pre-IPO programsPlanned back from your expected listing date
Choosing a partner

How to Choose SOX Compliance Services

Questions worth asking any SOX provider, and how Accredify Global answers them.

Question to askAccredify Global's answer
Can you issue our SOX 404(b) opinion?No. Only your PCAOB-registered audit firm can. We support management's side.
Will our auditor rely on your testing?That is your auditor's decision. We document testing so they can judge competence and objectivity.
Do you design the controls you test?No. To stay objective, we don't design or run the controls we test.
Can you test overseas subsidiaries?Yes, through our auditor network in 71 countries.
Do you give accounting or legal advice?No. Accounting judgments stay with your finance team, auditor, and counsel.
How is it priced?A tailored proposal after a free scoping review.
Deliverables

What You Receive From a SOX Engagement

Scoping summary

Accounts, processes, locations, and systems in scope.

Controls gap review

Your risk and control matrices measured against COSO 2013.

ITGC test results

Access, change, development, and operations findings.

Control test workpapers

Samples, evidence, and conclusions your auditor can follow.

Deficiency log

Each issue described for management's severity evaluation.

Leadership summary

A plain view for the CEO, CFO, and audit committee.

Common questions

Frequently Asked Questions About SOX Compliance

Straight answers on sections, company types, ITGCs, the 2026 proposals, cost, and timeline.

What is SOX compliance?

SOX compliance means meeting the Sarbanes-Oxley Act of 2002. The CEO and CFO certify each quarterly and annual report, management assesses internal control over financial reporting every year, and larger companies also need an independent auditor's attestation on those controls.

Who has to comply with SOX?

Companies with securities registered with the US SEC, including foreign private issuers, along with their subsidiaries as part of the group's controls. Private companies are not required to comply, but lenders, investors, and buyers often expect SOX-style controls.

What is the difference between SOX 404(a) and 404(b)?

Section 404(a) requires management to assess and report on the effectiveness of internal control over financial reporting each year. Section 404(b) requires the company's external auditor to attest to that assessment, and it applies to accelerated and large accelerated filers.

Which companies are exempt from SOX 404(b)?

Today, non-accelerated filers, including smaller reporting companies with under $100 million in annual revenue, and emerging growth companies for up to five years after their IPO. Newly public companies also get a transition period before their first management report. An SEC proposal from May 2026 would widen the exemption if adopted.

What changed for SOX in 2026?

In May 2026 the SEC proposed raising the large accelerated filer threshold to $2 billion of public float and removing the 404(b) attestation for all other companies, and separately proposed optional semiannual reporting. Both were still proposals when this page was reviewed. Management's 404(a) assessment and Section 302 and 906 certifications would continue.

What are SOX Section 302 and 906 certifications?

Section 302 requires the CEO and CFO to certify each 10-K and 10-Q, including the effectiveness of disclosure controls and any significant control deficiencies or fraud. Section 906 is a separate criminal certification that the report fully complies with SEC rules and fairly presents the company's financial condition.

What are the penalties for SOX violations?

Under Section 906, knowingly certifying a non-compliant report can bring fines of up to $1 million and up to 10 years in prison, rising to $5 million and 20 years if willful. Destroying or falsifying records carries separate criminal penalties, and the SEC can bring civil enforcement for false certifications.

What are SOX ITGCs?

IT general controls are the controls over the systems that produce financial data. They usually cover access to programs and data, program changes, program development, and computer operations. Weak ITGCs can stop auditors relying on automated controls and system reports.

What framework is used for SOX compliance?

Most US-listed companies assess internal control over financial reporting against the COSO 2013 Internal Control–Integrated Framework, which has five components and 17 principles. Many also use COBIT for IT controls.

What is a material weakness?

A deficiency, or combination of deficiencies, in internal control over financial reporting that creates a reasonable possibility that a material misstatement will not be prevented or detected on time. Material weaknesses must be disclosed, and management cannot conclude that ICFR is effective while one exists.

Does SOX apply to foreign companies and subsidiaries?

Yes. Foreign private issuers with US-listed securities include SOX certifications and the ICFR report in their Form 20-F. Subsidiaries and offshore delivery centres of US-listed groups fall within the parent's ICFR scope and are tested to the parent's standards.

How does SOC 1 relate to SOX?

When a listed company outsources a process that affects its financial reporting, such as payroll or hosting, its auditor usually relies on the service provider's SOC 1 Type 2 report. Service organizations get SOC 1 reports so their customers can meet SOX requirements.

Can Accredify Global issue our SOX 404(b) opinion?

No. The 404(b) attestation can only be issued by your PCAOB-registered external audit firm. We support management with readiness, ITGC and control testing, and SOC 1 for service organizations, and we don't design or run the controls we test.

How long does SOX readiness take?

A readiness assessment usually takes 6 to 12 weeks, depending on processes, locations, and systems. Testing then runs across the fiscal year in interim and year-end cycles. Companies preparing for an IPO should start well before listing.

How much do SOX compliance services cost?

There is no list price. Cost depends on the number of significant processes, locations, systems, and service organizations in scope, and on how much existing evidence can be reused. A free scoping review gives you a tailored proposal.

Free SOX scoping review

Know Your Controls Will Hold Before Your Auditor or Your CFO Has to Sign

Tell us about your filer status, systems, and locations. We'll confirm which SOX duties apply, where the biggest gaps are likely to be, and send a tailored proposal.

Book your free scoping review →

Last reviewed by the Accredify Global compliance team.