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Definition of nonpublic entity

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FASB issued ASU No. 2013-12, Definition of a Public Business Entity: An Addition to the Master Glossary. This update amends the Master Glossary of the FASB ASC to include one definition of public business entity for future use in GAAP. An assessment of whether an organization is a public business entity is based on meeting any one of several criteria including whether the entity is required to file or furnish financial statements (including voluntary filers) with the SEC, or has securities that are traded, listed, or quoted on an exchange or an OTC market.

In addition, the new definition excluded employee benefit plans within the scope of FASB ASC 960 through 965 on plan accounting.

A nonpublic entity is currently defined by the FASB ASC glossary (as related to FASB ASC 820) as an entity that does not meet any of the following conditions:

1 Its debt or equity securities trade in a public market either on a stock exchange (domestic or foreign) or in an over-the-counter market, including securities quoted only locally or regionally.

2 It is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets).

3 It files with a regulatory agency in preparation for the sale of any class of debt or equity securities in a public market.

4 It is required to file or furnish financial statements with the Securities and Exchange Commission.

5 It is controlled by an entity covered by criteria (a) through ( d ) .

Under the existing definition, a benefit plan controlled by a public sponsor (even if the plan itself does not file a Form 11-K) might be considered public for purposes of the public entity disclosures.

The FASB Private Company Council decided not to amend the existing definitions of a nonpublic entity at this time. The existing definitions will remain in the FASB ASC until potentially amended at a later date by FASB.

Help desk. Subsequent to the issuance of this ASU, the term public business entity has been used to establish effective dates and disclosure requirements. This has created attention to the definition of a public business entity that had not previously existed. Therefore, in October 2017, the AICPA issued Technical Question and Answer sections 7100.01–7100.16, which address questions regarding the definition of a public business entity.

Auditing Employee Benefit Plans

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