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Form B FAQ

The FRC does not accept any liability to any party for any loss, damage or costs howsoever arising, whether directly or indirectly, whether in contract, tort or otherwise from any action or decision taken (or not taken) as a result of any person relying on or otherwise using this document or arising from any omission from it.

© The Financial Reporting Council Limited 2026 The Financial Reporting Council Limited is a company limited by guarantee. Registered in England number 2486368. Registered Office: 13th Floor, 1 Harbour Exchange Square, London, E14 9GE

Registration

1. Why do third country auditors have to register with authorities in the UK?

United Kingdom (UK) law establishes the minimum regulatory standards that must be met when conducting statutory audits. Given the interconnected nature of global capital markets, it is essential that auditors from third countries perform high quality audit work for companies whose transferrable securities are admitted to trading on UK capital markets .

UK law requires that relevant statutory auditors and auditors from third countries be included on a public register and be subject to a regulatory regime that provides safeguards and oversight equivalent to the minimum standards applied to UK auditors.

2. Which auditors come within the definition of a third country auditor?

Under UK law, a third country auditor is defined as "a person, other than a person eligible for appointment as a statutory auditor, who is eligible to conduct audits of the accounts of bodies corporate incorporated or formed under the law of a third country in accordance with the law of that country".

Under the current UK legal framework, an audit firm that is already registered as a statutory auditor under section 1212 of the Companies Act 2006 does not require separate registration as a third country auditor. In such cases the audit firm is already eligible for appointment as a statutory auditor and the additional third-country registration requirement does not apply.

3. Who should use Form B?

Form B should be completed by auditors from any country that is not entitled to use Form A. Auditors whose home country is classified as an "equivalent", or a "transitional" third country must instead use Form A.

The following countries are currently recognised as equivalent:

Abu Dhabi, Australia, Brazil, Canada, China, Dubai International Financial Centre, Guernsey, Indonesia, Isle of Man, Japan, Jersey, Malaysia, Mauritius, New Zealand, Singapore, South Africa, South Korea, Switzerland, Taiwan, Thailand, Türkiye and USA.

In addition, the countries below are recognised as equivalent in respect of audits of financial statements for periods starting on or after 1 January 2021:

Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

There are currently no countries that hold transitional status.

You should contact us at [email protected] if you are uncertain as to which form you should use.

4. What is a "relevant audit client”? (Question 9)

A "relevant audit client” is any company incorporated outside the UK that has transferable securities admitted to trading on a UK regulated market, and for which the applicant issues an audit report on its annual or consolidated financial statements.

Companies that issue only debt securities are exempt from this definition if the denomination of each debt security is equal to or above following thresholds:

For securities admitted to trading on or before 31 December 2010: A denomination of GBP 35,000 per unit (or equivalent in another currency at the date of issue).
If admitted to trading after 31 December 2010: A denomination of GBP 70,000 per unit (or equivalent in another currency at the date of issue).

If the denomination of the debt securities is below GBP 35,000 (for earlier admissions) or below GBP 70,000 (for later admissions), the exemption does not apply, and the company is treated as a relevant audit client.

5. Does registration entitle a third country auditor to provide statutory audit services in the UK?

No. Registration as a third country auditor does not confer the right to undertake statutory audits in the UK. It provides approval solely for the purpose of auditing third country companies whose securities are admitted to trading on a UK regulated market, in line with UK regulatory requirements.

This registration does not:

Authorise the auditor to carry out statutory audits under UK Companies Act 2006, nor
Recognise or validate the professional qualifications of third country auditors for the purposes of UK statutory audit work.

In effect, third-country auditor registration is limited to meeting UK obligations for oversight of auditors of non-UK issuers with securities on UK regulated markets and does not extend to the wider statutory audit regime.

6. What are the requirements for full registration as a third country auditor under UK Law?

The FRC assesses each application for registration on a case-by-case basis. A third-country auditor may only be registered as a third country auditor where all of the following conditions are satisfied:

Provision of required information: The auditor must supply all information necessary for inclusion on the public register, as required by the Statutory Auditors and Third Country Auditors Regulations 2013 (as amended) and must complete the appropriate application form in full.
Qualifications of those in governance roles: A majority of the individuals serving on the auditor's administrative or management body must hold an audit qualification that is equivalent to the qualification requirements imposed under UK legislation.
Qualifications of individuals responsible for the audit: Each individual third country auditor responsible for carrying out the audit must hold an audit qualification that is equivalent to that required for UK statutory auditors.
Commitment to appropriate standards and independence requirements: The auditor must undertake to conduct relevant audits in accordance with international auditing standards, or standards judged to be equivalent, and must comply with independence and objectivity requirements that meet, as a minimum, the standards applied to UK audit firms, or equivalent requirements.
Publication of a transparency report: The auditor must publish an annual transparency report that includes the disclosure required under Article 13 of EU Regulation 537/2014 (which has been retained as UK legislation post EU Exit) for UK audit firms or must provide disclosures that meet an equivalent standard.
Fitness and propriety: Both the audit firm and the individual third country auditors must be considered fit and proper persons to conduct audits of non-UK companies whose securities are-traded on UK regulated markets.
Agreement to regulatory oversight: The auditor must agree to participate in all relevant regulatory arrangements, including inspections and any other requirements of the FRC.

7. What happens if an applicant does not meet the requirements for registration under UK law?

If a third-country auditor does not meet the requirements for registration, any audit report they issue on a relevant non-UK company with securities admitted to trading on a UK regulated market will have no legal effect in the UK. In practical terms, this means that the company's accounts would be treated as "not audited” for UK regulatory purposes as only audit reports signed by registered third-country auditors are recognised under UK law.

Application procedure

8. When did the system of regulation of third country auditors begin?

Registration in the UK as a third country auditor applied from 4 November 2008.

9. Will the information submitted by the third country auditor be treated as confidential?

Information submitted to the FRC as part of the application process will be treated as confidential and will be subject to a statutory restriction on disclosure, Section 1224A of the Companies Act 2006. However, the FRC is required to make certain information available on the Register of Third Country Auditors (the Register) that will be electronically accessible to the public (see FAQ 10).

The obligation of professional secrecy shall apply to all persons who are employed or who have been employed by the Financial Reporting Council. This applies, for example, as regards information as to the outcome of an external quality assurance review.

10. What information is required for inclusion in the Register?

The information provided under Items 1.1 to 1.9, 2.1, 2.2, 3.2, 3.4, 6.0, 7.2, 10.1, 11.1 and 12.1 of Form B will be placed on the Register and shall be electronically accessible to the public. This information includes (amongst other things):

Name, address and contact information (including website address) of the firm;
The address of each of the firm's offices from which it carries out audits of UK-traded third country companies;
Name of primary contact;
Legal form of the firm;
Registration number and date of registration;
Information about any network that the firm belongs to;
The name and (office) address of each person who is a member of the firm's administrative or management body or who is a shareholder or owner of the firm;
The name and (office) address of every individual who performs audits of UK-traded third country companies on behalf of the firm;
The name and address of any other third country authority or body responsible for authorising the firm for audit in accordance with the law of a third country and the firm's registration number.

11. Will the information submitted by the third country auditor be subject to data protection rules?

Yes. All information submitted by a third-country auditor is handled in accordance with UK data protection legislation. However, as noted above in FAQ 10, certain information is required by law to be made publicly available on the Register, and this will be published accordingly.

12. What language should be used for registration purposes?

Applications to the FRC must be in English.

Other information required by Form B

13. What is a network? (Question 3)

Under UK law, a 'network' means an association of persons, other than a firm, who cooperate in audit work through any of the following means:

Profit sharing;
Cost sharing;
Common ownership, control or management;
Common quality control policies and procedures;
Common business strategy; or
Use of a common brand name.

14. What is an affiliate of the applicant? (Question 3.3)

In this context an 'affiliate' means any undertaking, regardless of its legal form, which is connected to the third country auditor by means of common ownership, control or management.

15. What should be included in the description of the applicant's internal quality control system? (Question 4)

The requirements for audit firms' systems of quality management are set out in International Standard on Quality Management (ISQM) 1 and ISQM2. An applicant must demonstrate that its internal system of quality management complies fully with these standards.

A compliant quality management system must provide reasonable assurance that the firm and its personnel:

Fulfil their responsibilities in accordance with all applicable professional standards;
Meet relevant legal and regulatory requirements; and
Perform audit engagements in accordance with those standards and requirements.

The applicant's description of its internal quality management system should, as a minimum, address the firm's policies and/or procedures relating to the following components:

The firm's risk assessment process;
Governance and leadership;
Relevant ethical requirements;
Acceptance and continuance of client relationships and specific engagements;
Engagement performance;
Resources;
Information and communication; and
The monitoring and remediation process.

The FRC expects an Applicant's approach to quality management to be proportionate to the size, nature and complexity of the firm, ensuring that its policies and procedures are appropriately tailored while still meeting the requirements of ISQM 1 and ISQM 2.

16. What information should a transparency report contain? (Question 5)

The third country auditor must publish an annual transparency report which includes information as required under Article 13 of the Audit Regulation 537/2014 or meets equivalent disclosure requirements.

These requirements are:

A description of the legal structure and ownership of the auditor, if it is a firm;
Where the statutory auditor or the audit firm is a member of a network:
1. A description of the network and the legal and structural arrangements in the network;
2. The name of each member of the network that is eligible for appointment as a statutory auditor, or is eligible for appointment as an auditor in an **EEA** State or in Gibraltar;
3. for each of the members of the network identified under paragraph (ii), the countries in which they are eligible for appointment as auditors or in which they have a registered office, central administration or a principal place of business;
4. The total turnover of the members of the network identified under paragraph (ii) resulting from statutory audit work or equivalent work in the **EEA** States or Gibraltar;
5. A description of the governance structure of the statutory auditor, if it is a firm;
A description of the internal quality management system of the statutory auditor or of the audit firm and a statement by the management body on the effectiveness of its functioning;
An indication of when the last quality assurance review was carried out;
A list of public-interest entities for which the statutory auditor carried out statutory audits during the preceding financial year;
A statement concerning the statutory auditor's independence practices which also confirms that an internal review of independence compliance has been conducted;
A statement on the policy followed by the statutory auditor concerning the continuing education of statutory auditors referred to in paragraph 11 of Schedule 10 to the Companies Act 2006;
Information concerning the basis for the remuneration of members of the management body of the statutory auditor, where that statutory auditor is a firm;
A description of the statutory auditor's policy concerning the rotation of key audit partners and staff;
Where not disclosed in its accounts, information about the total turnover of the statutory auditor or the audit firm, divided into the following categories:
1. Revenues from the statutory audit accounts of public-interest entities and member of groups of undertakings whose parent undertaking is a public-interest entity;
2. Revenues from the statutory audit of accounts of other entities;
3. Revenues from permitted non-audit services to entities that are audited by the statutory auditor or the audit firm; and
The statutory auditor or the audit firm may, in exceptional circumstances, decide not to disclose a list of public-interest entities for which the statutory auditor carried out statutory audits during the preceding financial year to the extent necessary to mitigate an imminent and significant threat to the personal security of any person. The statutory auditor shall be able to demonstrate to the FRC the existence of such threat.
The transparency report shall be signed by the audit firm.

17. What is an external quality assurance review? (Question 8)

An external quality assurance review can be:

A peer review under the supervision of a professional body or an independent public oversight body;
A review carried out by a professional body;
A review carried out by a professional body under the supervision of an independent public oversight body; or
An inspection by an independent public oversight body in any jurisdiction.

The external quality assurance review should comprise both an assessment of the firm-wide procedures (including compliance with applicable auditing standards and independence requirements, of the quantity and quality of resources spent, of the audit fees charged and of the internal quality control system of the audit firm) and adequate testing of selected audit files.

18. What auditing standards are acceptable under UK Law? (Question 9.1)

Options available

The UK accepts without reservation the use of:

International Standards on Auditing (UK) ('ISAs (UK)'), or
International Standards on Auditing ('ISAs') as issued by the International Auditing and Assurance Standards Board ('IAASB').

Alternatively, we may accept, after assessment:

National auditing standards.

Reporting under national auditing standards

Where a third country auditor proposes to apply national auditing standards, we will consider on a case-by-case basis, at the point of registration or renewal of registration, the acceptability of those standards.

For a third country auditor's proposed auditing standards to be acceptable:

They must be considered by the FRC to be equivalent to ISAs as issued by the IAASB (and therefore ISAs (UK)); and,
The FRC will need to be confident that they will remain equivalent for the year for which registration is granted or renewed.

For those third countries that declare that their applicable auditing standards are based on ISAs as issued by the IAASB:

It should be possible for equivalence to be assessed by a comparison of ISAs with the translated text of the auditing standards applied; and,
We will also consider how continuing convergence with ISAs is ensured through a review of the third country's framework for the adoption of new auditing standards.

The decision taken by the UK in its own adoption of ISAs for use as part of ISAs (UK) has no bearing on how we assess the equivalence of any proposed auditing standards to ISAs (as issued by IAASB). Furthermore, acceptance of the national auditing standards in another third country will not influence how we assess those standards.

Auditor's report for audits in accordance with both national auditing standards and ISAs

A third country auditor may be required to conduct an audit in accordance with the auditing standards of their client's country of incorporation (the “national auditing standards") due to national laws and regulations, in addition to having complied with the ISAs or ISAs (UK) in the conduct of an audit in accordance with UK requirements.

In such circumstances, the auditor's report may refer to ISAs (or ISAs (UK)) in addition to the national auditing standards (it may 'dual report'). If the auditor's report does this, it should identify the national auditing standards and the country of origin of those standards.

For example, 'We conducted our audit in accordance with International Standards on Auditing and [Generally Accepted Auditing Standards] issued in [Country]'

See also International Standard on Auditing 700 (Revised) Forming an Opinion and Reporting on Financial Statements for further guidance.

The FRC conducts its own audit inspections of third country auditors in countries that are required to follow the full registration requirements. If third country auditors propose to use their national auditing standards and dual report, they will be required to demonstrate that their audits are fully compliant with ISAs or ISAs (UK).

Contact for further information

If in doubt about which standards may be acceptable, please contact the FRC for confirmation at: [email protected]

19. What independence requirements are acceptable? (Question 9.1)

We accept without reservation independence requirements either in accordance with the IESBA Code of Ethics or with ethical standards set by the FRC in the UK.

Where neither of these is used, we will consider on a case-by-case basis the acceptability of standards otherwise applied by the third country auditor.

20. Who are the third country auditors referred to in Question 10?

Third country auditors are those individuals designated by the applicant for a particular audit engagement listed under item 9.0

of Form B as being primarily responsible for carrying out (or signing) the audit on behalf of the applicant or in the case of a group audit, at least the auditor(s) designated by the applicant as being primarily responsible for carrying out (or signing) the audit at the level of the group.

21. What information is needed in respect of the “fit and proper" requirement? (Question 13)

UK law requires a third country auditor to be a fit and proper person in order to conduct audits of non-UK companies with transferable securities admitted to trading on a regulated market in the UK.

You are required to assess whether or not the firm and relevant individuals are fit and proper, using the guidance note (TCA GN1) and make a declaration to that effect, giving further explanation as appropriate.

We will also require you to obtain independent confirmation of this from an appropriate authority in your home country.

22. What form of regulation will apply to a firm under the full registration requirements?

Quality Assurance Reviews

UK law requires that third country auditors registered with the FRC under the full registration requirements are subjected to the UK system of external quality assurance.

To minimise regulatory burdens and costs, we tailor the nature and extent of our monitoring to our assessment of risk; and rely on the most appropriate form of external monitoring to address that risk in a proportionate manner, including for example direct monitoring by the FRC or a third country audit regulator from a country that is equivalent.

The cost of the monitoring visit will be charged to the third country auditor.

If you require more information on our approach to inspections, please contact us on [email protected]

Continuing Oversight

We will consider the firm's continued registration in light of each periodic external monitoring report. We will also require a third country auditor to reconfirm its registration annually to ensure that we have up to date information relevant to the firm's continued registration.

Failure to meet these requirements may result in regulatory action. As part of our ongoing oversight, we may impose additional conditions on a firm's registration where deficiencies are identified or where it fails to provide required updates in a timely manner. We may also impose conditions on individual auditor, such as prohibiting a specific auditor from signing audit reports for UK purpose, where their conduct, competence, or compliance does not meet our standards.

failed to provide updated information;
failed to comply with arrangements for independent external monitoring;
failed to comply with arrangements for independent investigations;
failed to notify the FRC of specified events;
failed to provide the FRC with information that may be reasonably required for the exercise of regulatory functions;
made an application statement that is no longer correct;
failed to apply the auditing standards and independence requirements to which it has referred in its application for registration;
failed to pay the fees;
not a fit and proper person to conduct the audits of the accounts of a UK-traded non-UK company.

Additionally, a firm may be removed from the Register if:

the registered third country auditor has notified the designated body, in writing, that it no longer wishes to remain on the register; or
a competent authority which oversees or regulates the TCA considers that the TCA is not a fit and proper person to conduct audits in the country in which that competent authority is established; or
a competent authority which oversees or regulates the TCA considers that the TCA is not eligible to conduct audits of the accounts of bodies corporate incorporated or formed under the law of that country.

Updating of registration information

25. What does the third country auditor need to do to update registration information?

You must notify the FRC without undue delay to any changes in the following information.

Any change in the information on the Register so that the Register may be updated. The information included in the public register can be found in FAQ 10.
Any changes or additions to the description of the TCA's internal quality control system.
Whether a quality assurance review has been carried out; and information required by the FRC about the outcome of a quality assurance review.
Names of relevant audit clients lost.
Details of new relevant audit clients.
Notification of any sanctions related to audit responsibilities (firmwide and / or individuals) levied by any audit competent authority with which the firm is registered. This is subject to your local laws, and we expect you to notify the FRC of those that have been made public.

Please notify us of these changes by emailing us at [email protected]

The FRC should be notified within fifteen business days of the change taking effect or publication of the sanction.

If you have further queries, please contact us by e-mail at [email protected].

Financial Reporting Council

London office: 13th Floor, 1 Harbour Exchange Square, London, E14 9GE

Birmingham office: 5th Floor, 3 Arena Central, Bridge Street, Birmingham, B1 2AX

+44 (0)20 7492 2300

www.frc.org.uk

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Name Form B FAQ

Publication date 27 September 2023

Type Guidance

Format PDF, 339.4 KB

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