Example of a Representation Letter
Example of a Representation Letter
Client Representation Letter for Registration Statements
C L I E N T L E T T E R H E A D
[Date 20XX]
Auditor
Attn Auditor
Ladies and Gentlemen,
This letter is written to you in connection with the prospectus dated XXXXXXX 20XX, filed by [Company Name].
In that connection we advise you that since December 31, 20XX, the date of the audited financial statements and the notes thereto included in the above prospectus, there were, with respect to [Company Name] and subsidiaries:
(a) No significant changes affecting the December 31, 20XX financial statements and notes thereto incorporated by reference in the above prospectus;
(b) No occurrences or discoveries that make any part of the textual material or financial statements and notes thereto inaccurate or misleading;
(c) No unusual developments having a material effect on the financial or operating position of the Company;
(d) No changes in the Company’s business activities or accounting policies related to significant revenue and other accounting transactions, the composition or practices of the audit committee, or the composition or practices of the Company’s internal audit department;
(e) No instances identified of material fraud or any other fraud that, although not material, involves senior management or management or other employees who have a significant role in the Company’s internal control over financial reporting;
No changes in internal control over financial reporting or other factors that might significantly affect internal control over financial reporting, including any corrective actions taken by management with regard to significant deficiencies and material weaknesses; and
(f) No deficiencies identified in the design or operating effectiveness of the Company’s internal control over financial reporting that were not previously disclosed to you.
We further advise you that:
(1) All financial and operating data (including euro amounts,
Client Representation Letter for Registration Statements
C L I E N T L E T T E R H E A D
[Date 20XX]
Auditor
Attn Auditor
Ladies and Gentlemen,
This letter is written to you in connection with the prospectus dated XXXXXXX 20XX, filed by [Company Name].
In that connection we advise you that since December 31, 20XX, the date of the audited financial statements and the notes thereto included in the above prospectus, there were, with respect to [Company Name] and subsidiaries:
(a) No significant changes affecting the December 31, 20XX financial statements and notes thereto incorporated by reference in the above prospectus;
(b) No occurrences or discoveries that make any part of the textual material or financial statements and notes thereto inaccurate or misleading;
(c) No unusual developments having a material effect on the financial or operating position of the Company;
(d) No changes in the Company’s business activities or accounting policies related to significant revenue and other accounting transactions, the composition or practices of the audit committee, or the composition or practices of the Company’s internal audit department;
(e) No instances identified of material fraud or any other fraud that, although not material, involves senior management or management or other employees who have a significant role in the Company’s internal control over financial reporting;
No changes in internal control over financial reporting or other factors that might significantly affect internal control over financial reporting, including any corrective actions taken by management with regard to significant deficiencies and material weaknesses; and
(f) No deficiencies identified in the design or operating effectiveness of the Company’s internal control over financial reporting that were not previously disclosed to you.
We further advise you that:
(1) All financial and operating data (including euro amounts,