when is the management representation letter prepared

AS 2805: Management Representations

Amendments to footnote 1 to paragraph .02 have been adopted by the PCAOB and approved by the U.S. Securities and Exchange Commission. The amendments will be effective for audits of financial statements for fiscal years beginning on or after December 15, 2024. See PCAOB Release No. 2024-004 , SEC Release No. 34-100773 .  View the standard as amended .

Summary Table of Contents

  • .01  Introduction
  • .02  Reliance on Management Representations
  • .05  Obtaining Written Representations
  • .13  Scope Limitations
  • .15  Effective Date
  • .16  Appendix A - Illustrative Management Representation Letter
  • .17  Appendix B - Additional Illustrative Representations
  • .18  Appendix C - Illustrative Updating Management Representation Letter

Introduction

.01        This section establishes a requirement that the independent auditor obtain written representations from management as a part of an audit of financial statements performed in accordance with the standards of the PCAOB and provides guidance concerning the representations to be obtained.

Reliance on Management Representations

.02        During an audit, management makes many representations to the auditor, both oral and written, in response to specific inquiries or through the financial statements. Such representations from management are part of the evidential matter the independent auditor obtains, but they are not a substitute for the application of those auditing procedures necessary to afford a reasonable basis for an opinion regarding the financial statements under audit. Written representations from management ordinarily confirm representations explicitly or implicitly given to the auditor, indicate and document the continuing appropriateness of such representations, and reduce the possibility of misunderstanding concerning the matters that are the subject of the representations. 1

.03        The auditor obtains written representations from management to complement other auditing procedures. In many cases, the auditor applies auditing procedures specifically designed to obtain evidential matter concerning matters that also are the subject of written representations. For example, after the auditor performs the procedures described in AS 2410, Related Parties , the auditor should obtain a written representation that management has no knowledge of any relationships or transactions with related parties that have not been properly accounted for and adequately disclosed. The auditor should obtain this written representation even if the results of those procedures indicate that relationships and transactions with related parties have been properly accounted for and adequately disclosed. In some circumstances, evidential matter that can be obtained by the application of auditing procedures other than inquiry is limited; therefore, the auditor obtains written representations to provide additional evidential matter. For example, if an entity plans to discontinue a line of business and the auditor is not able to obtain sufficient information through other auditing procedures to corroborate the plan or intent, the auditor obtains a written representation to provide evidence of management's intent.

.04        If a representation made by management is contradicted by other audit evidence, the auditor should investigate the circumstances and consider the reliability of the representation made. Based on the circumstances, the auditor should consider whether his or her reliance on management's representations relating to other aspects of the financial statements is appropriate and justified.

Obtaining Written Representations

.05        Written representations from management should be obtained for all financial statements and periods covered by the auditor's report. 2 For example, if comparative financial statements are reported on, the written representations obtained at the completion of the most recent audit should address all periods being reported on. The specific written representations obtained by the auditor will depend on the circumstances of the engagement and the nature and basis of presentation of the financial statements. The auditor should provide a copy of the representation letter to the audit committee if management has not already provided the representation letter to the audit committee.

Note: When performing an integrated audit of financial statements and internal control over financial reporting, refer to paragraphs .75-.77 of AS 2201, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements , for additional required written representations to be obtained from management.

.06        In connection with an audit of financial statements presented in accordance with generally accepted accounting principles, specific representations should relate to the following matters: 3

Financial Statements

  • Management's acknowledgment of its responsibility for the fair presentation in the financial statements of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles.
  • Management's belief that the financial statements are fairly presented in conformity with generally accepted accounting principles.

Completeness of Information

  • Availability of all financial records and related data, including the names of all related parties and all relationships and transactions with related parties.
  • Completeness and availability of all minutes of meetings of stockholders, directors, and committees of directors.
  • Communications from regulatory agencies concerning noncompliance with or deficiencies in financial reporting practices.
  • Absence of (1) unrecorded transactions  and (2) side agreements or other arrangements (either written or oral) undisclosed to the auditor .

Recognition, Measurement, and Disclosure

  • Management's belief that the effects of any uncorrected financial statement misstatements 4 aggregated by the auditor during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. 5 (A summary of such items should be included in or attached to the letter.) 6 , 7
  • Management's acknowledgment of its responsibility for the design and implementation of programs and controls to prevent and detect fraud.
  • Knowledge of fraud or suspected fraud affecting the entity involving (1) management, (2) employees who have significant roles in internal control, or (3) others where the fraud could have a material effect on the financial statements.
  • Knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, analysts, regulators, short sellers, or others.
  • Plans or intentions that may affect the carrying value or classification of assets or liabilities.
  • Information concerning related party transactions and amounts receivable from or payable to related parties, including support for any assertion that a transaction with a related party was conducted on terms equivalent to those prevailing in an arm's-length transaction. 9
  • Guarantees, whether written or oral, under which the entity is contingently liable.
  • Significant estimates and material concentrations known to management that are required to be disclosed in accordance with the AICPA's Statement of Position 94-6, Disclosure of Certain Significant Risks and Uncertainties .
  • Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency. 10
  • Unasserted claims or assessments that the entity's lawyer has advised are probable of assertion and must be disclosed in accordance with Financial Accounting Standards Board (FASB) Statement No. 5, Accounting for Contingencies [AC section C59]. 11
  • Other liabilities and gain or loss contingencies that are required to be accrued or disclosed by FASB Statement No. 5 [AC section C59]. 12
  • Satisfactory title to assets, liens or encumbrances on assets, and assets pledged as collateral.
  • Compliance with aspects of contractual agreements that may affect the financial statements.

  s-1 .    The appropriateness of the methods, the consistency in application, the accuracy and completeness of data, and the reasonableness of significant assumptions used by the company in developing accounting estimates.

Subsequent Events

  • Information concerning subsequent events. 13

.07        The representation letter ordinarily should be tailored to include additional appropriate representations from management relating to matters specific to the entity's business or industry. Examples of additional representations that may be appropriate are provided in appendix B, "Additional Illustrative Representations" [paragraph .17].

.08        Management's representations may be limited to matters that are considered either individually or collectively material to the financial statements, provided management and the auditor have reached an understanding on materiality for this purpose. Materiality may be different for different representations. A discussion of materiality may be included explicitly in the representation letter, in either qualitative or quantitative terms. Materiality considerations would not apply to those representations that are not directly related to amounts included in the financial statements, for example, items ( a ), ( c ), ( d ), and ( e ) above. In addition, because of the possible effects of fraud on other aspects of the audit, materiality would not apply to item ( h ) above with respect to management or those employees who have significant roles in internal control.

.09        The written representations should be addressed to the auditor. Because the auditor is concerned with events occurring through the date of his or her report that may require adjustment to or disclosure in the financial statements, the representations should be made as of the date of the auditor's report. [If the auditor "dual dates" his or her report, the auditor should consider whether obtaining additional representations relating to the subsequent event is appropriate. See paragraph .05 of AS 3110, Dating of the Independent Auditor's Report ]. The letter should be signed by those members of management with overall responsibility for financial and operating matters whom the auditor believes are responsible for and knowledgeable about, directly or through others in the organization, the matters covered by the representations. Such members of management normally include the chief executive officer and chief financial officer or others with equivalent positions in the entity.

.10        If current management was not present during all periods covered by the auditor's report, the auditor should nevertheless obtain written representations from current management on all such periods. The specific written representations obtained by the auditor will depend on the circumstances of the engagement and the nature and basis of presentation of the financial statements. As discussed in paragraph .08, management's representations may be limited to matters that are considered either individually or collectively material to the financial statements.

.11        In certain circumstances, the auditor may want to obtain written representations from other individuals. For example, he or she may want to obtain written representations about the completeness of the minutes of the meetings of stockholders, directors, and committees of directors from the person responsible for keeping such minutes. Also, if the independent auditor performs an audit of the financial statements of a subsidiary but does not audit those of the parent company, he or she may want to obtain representations from management of the parent company concerning matters that may affect the subsidiary, such as related-party transactions or the parent company's intention to provide continuing financial support to the subsidiary.

.12        There are circumstances in which an auditor should obtain updating representation letters from management. If a predecessor auditor is requested by a former client to reissue (or consent to the reuse of) his or her report on the financial statements of a prior period, and those financial statements are to be presented on a comparative basis with audited financial statements of a subsequent period, the predecessor auditor should obtain an updating representation letter from the management of the former client. 15 Also, when performing subsequent events procedures in connection with filings under the Securities Act of 1933, the auditor should obtain certain written representations. 16 The updating management representation letter should state ( a ) whether any information has come to management's attention that would cause them to believe that any of the previous representations should be modified, and ( b ) whether any events have occurred subsequent to the balance-sheet date of the latest financial statements reported on by the auditor that would require adjustment to or disclosure in those financial statements. 17

Scope Limitations

.13        Management's refusal to furnish written representations constitutes a limitation on the scope of the audit sufficient to preclude an unqualified opinion and is ordinarily sufficient to cause an auditor to disclaim an opinion or withdraw from the engagement. 18 However, based on the nature of the representations not obtained or the circumstances of the refusal, the auditor may conclude that a qualified opinion is appropriate. Further, the auditor should consider the effects of the refusal on his or her ability to rely on other management representations.

.14        If the auditor is precluded from performing procedures he or she considers necessary in the circumstances with respect to a matter that is material to the financial statements, even though management has given representations concerning the matter, there is a limitation on the scope of the audit, and the auditor should qualify his or her opinion or disclaim an opinion.

Effective Date

.15        This section is effective for audits of financial statements for periods ending on or after June 30, 1998. Earlier application is permitted.

Appendix A - Illustrative Management Representation Letter

.16        

1.    The following letter, which relates to an audit of financial statements prepared in conformity with generally accepted accounting principles, is presented for illustrative purposes only. The introductory paragraph should specify the financial statements and periods covered by the auditor's report, for example, "balance sheets of XYZ Company as of December 31, 19X1 and 19X0, and the related statements of income and retained earnings and cash flows for the years then ended." The written representations to be obtained should be based on the circumstances of the engagement and the nature and basis of presentation of the financial statements being audited. ( See appendix B [paragraph .17]).

2.    If matters exist that should be disclosed to the auditor, they should be indicated by modifying the related representation. For example, if an event subsequent to the date of the balance sheet has been disclosed in the financial statements, the final paragraph could be modified as follows: "To the best of our knowledge and belief, except as discussed in Note X to the financial statements, no events have occurred" In appropriate circumstances, item 9 could be modified as follows: "The company has no plans or intentions that may materially affect the carrying value or classification of assets and liabilities, except for its plans to dispose of segment A, as disclosed in Note X to the financial statements, which are discussed in the minutes of the December 7, 20X1, meeting of the board of directors." Similarly, if management has received a communication regarding an allegation of fraud or suspected fraud, item 8 could be modified as follows: "Except for the allegation discussed in the minutes of the December 7, 20X1, meeting of the board of directors (or disclosed to you at our meeting on October 15, 20X1), we have no knowledge of any allegations of fraud or suspected fraud affecting the company received in communications from employees, former employees, analysts, regulators, short sellers, or others."

3.    The qualitative discussion of materiality used in the illustrative letter is adapted from FASB Statement of Financial Accounting Concepts No. 2, Qualitative Characteristics of Accounting Information .

4.    Certain terms are used in the illustrative letter that are described elsewhere in authoritative literature. Examples are fraud, in AS 2401, Consideration of Fraud in a Financial Statement Audit , and related parties, in AS 2410,  Related Parties . To avoid misunderstanding concerning the meaning of such terms, the auditor may wish to furnish those definitions to management or request that the definitions be included in the written representations.

5.    The illustrative letter assumes that management and the auditor have reached an understanding on the limits of materiality for purposes of the written representations. However, it should be noted that a materiality limit would not apply for certain representations, as explained in paragraph .08 of this section.

To [ Independent Auditor ]

We are providing this letter in connection with your audit(s) of the [ identification of financial statements ] of [ name of entity ] as of [ dates ] and for the [ periods ] for the purpose of expressing an opinion as to whether the [ consolidated ] financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of [ name of entity ] in conformity with accounting principles generally accepted in the United States of America. We confirm that we are responsible for the fair presentation in the [ consolidated ] financial statements of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles.

Certain representations in this letter are described as being limited to matters that are material. Items are considered material, regardless of size, if they involve an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.

We confirm, to the best of our knowledge and belief, [ as of (date of auditor's report), ] the following representations made to you during your audit(s).

  • The financial statements referred to above are fairly presented in conformity with accounting principles generally accepted in the United States of America.
  • Financial records and related data, including the names of all related parties and all relationships and transactions with related parties.
  • Minutes of the meetings of stockholders, directors, and committees of directors, or summaries of actions of recent meetings for which minutes have not yet been prepared.
  • There have been no communications from regulatory agencies concerning noncompliance with or deficiencies in financial reporting practices.
  • There are no material transactions that have not been properly recorded in the accounting records underlying the financial statements.
  • We believe that the effects of the uncorrected financial statement misstatements summarized in the accompanying schedule are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. 1
  • We acknowledge our responsibility for the design and implementation of programs and controls to prevent and detect fraud.
  • Management,
  • Employees who have significant roles in internal control, or
  • Others where the fraud could have a material effect on the financial statements.
  • We have no knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, analysts, regulators, short sellers, or others.
  • The company has no plans or intentions that may materially affect the carrying value or classification of assets and liabilities.
  • Related-party transactions, including sales, purchases, loans, transfers, leasing arrangements, and guarantees, and amounts receivable from or payable to related parties.
  • Guarantees, whether written or oral, under which the company is contingently liable.
  • Significant estimates and material concentrations known to management that are required to be disclosed in accordance with the AICPA's Statement of Position 94-6, Disclosure of Certain Significant Risks and Uncertainties. [ Significant estimates are estimates at the balance sheet date that could change materially within the next year. Concentrations refer to volumes of business, revenues, available sources of supply, or markets or geographic areas for which events could occur that would significantly disrupt normal finances within the next year. ]
  • Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency.
  • Unasserted claims or assessments that our lawyer has advised us are probable of assertion and must be disclosed in accordance with Financial Accounting Standards Board (FASB) Statement No. 5, Accounting for Contingencies . 2
  • Other liabilities or gain or loss contingencies that are required to be accrued or disclosed by FASB Statement No. 5.
  • Side agreements or other arrangements (either written or oral) that have not been disclosed to you.
  • The company has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged as collateral.
  • The company has complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.

[ Add additional representations that are unique to the entity's business or industry. See paragraph .07 and appendix B [paragraph .17] of this section. ]

To the best of our knowledge and belief, no events have occurred subsequent to the balance-sheet date and through the date of this letter that would require adjustment to or disclosure in the aforementioned financial statements.

____________________________________________ [ Name of Chief Executive Officer and Title ]

____________________________________________ [ Name of Chief Financial Officer and Title ]

[As amended, effective for audits of financial statements for periods beginning on or after December 15, 1999 by Statement on Auditing Standards No. 89. As amended, effective for audits of financial statements for periods beginning on or after December 15, 2002, by Statement on Auditing Standards No. 99.]

Appendix B - Additional Illustrative Representations

.17        

1.    As discussed in paragraph .07 of this section, representation letters ordinarily should be tailored to include additional appropriate representations from management relating to matters specific to the entity's business or industry. The following is a list of additional representations that may be appropriate in certain situations. This list is not intended to be all-inclusive. The auditor also should consider the effects of pronouncements issued subsequent to the issuance of this section.

General
Condition
Unaudited interim information accompanies the financial statements.The unaudited interim financial information accompanying [ ] the financial statements for the [ ] has been prepared and presented in conformity with generally accepted accounting principles applicable to interim financial information [ ]. The accounting principles used to prepare the unaudited interim financial information are consistent with those used to prepare the audited financial statements.
The impact of a new accounting principle is not known.We have not completed the process of evaluating the impact that will result from adopting Financial Accounting Standards Board (FASB) Statement No. [ ], as discussed in Note [ ]. The company is therefore unable to disclose the impact that adopting FASB Statement No. [ ] will have on its financial position and the results of operations when such Statement is adopted.
There is justification for a change in accounting principles.We believe that [ ] is preferable to [ because [ ].
Financial circumstances are strained, with disclosure of management's intentions and the entity's ability to continue as a going concern.Note [ ] to the financial statements discloses all of the matters of which we are aware that are relevant to the company's ability to continue as a going concern, including significant conditions and events, and management's plans.
The possibility exists that the value of specific significant long-lived assets or certain identifiable intangibles may be impaired.We have reviewed long-lived assets and certain identifiable intangibles to be held and used for impairment whenever events or changes in circumstances have indicated that the carrying amount of its assets might not be recoverable and have appropriately recorded the adjustment.
The entity engages in transactions with special purpose entities.We have evaluated all transactions involving special purpose entities to determine that the accounting for such transactions is in accordance with generally accepted accounting principles. Specifically [indicate appropriate accounting principles:

• Conditions pursuant to paragraph 35 of FASB Statement 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities"

• EITF Issue No. 96-16, "Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest by the Minority Shareholder or Shareholders Have certain Approval or Veto Rights"

• EITF Issue No. 90-15, "Impact of Nonsubstantive Lessors, Residual Value Guarantees, and Other Provisions in Leasing Transactions"

• EITF Issue 96-21, "Implementation in Accounting for Leasing Transactions involving Special-Purpose Entities"

• EITF 97-1, "Implementation Issues in Accounting for Lease Transactions, including Those involving Special-Purpose Entities"

• EITF Issue No. 97-2, "Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management [PPM] Entities and Certain Other Entities with Contractual Management Arrangements"

• EITF Issue No. 00-4, "Majority Owner's Accounting for a transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Minority Interest in That Subsidiary."]
The work of a specialist has been used by the entity.We agree with the findings of specialists in evaluating the [ ] and have adequately considered the qualifications of the specialist in determining the amounts and disclosures used in the financial statements and underlying accounting records. We did not give or cause any instructions to be given to specialists with respect to the values or amounts derived in an attempt to bias their work, and we are not otherwise aware of any matters that have had an impact on the independence or objectivity of the specialists.
Assets
ConditionIllustrative Examples

Disclosure is required of compensating balances or other arrangements involving restrictions on cash balances, line of credit, or similar arrangements.
Arrangements with financial institutions involving compensating balances or other arrangements involving restrictions on cash balances, line of credit, or similar arrangements have been properly disclosed.
Management intends to and has the ability to hold to maturity debt securities classified as held-to-maturity.Debt securities that have been classified as held-to-maturity have been so classified due to the company's intent to hold such securities, to maturity and the company's ability to do so. All other debt securities have been classified as available-for-sale or trading.
Management considers the decline in value of debt or equity securities to be temporary.We consider the decline in value of debt or equity securities classified as either available-for-sale or held-to-maturity to be temporary.
Management has determined the fair value of significant financial instruments that do not have readily determinable market values.The methods and significant assumptions used to determine fair values of financial instruments are as follows: [ The methods and significant assumptions used result in a measure of fair value appropriate for financial statement measurement and disclosure purposes.
There are financial instruments with off-balance-sheet risk and financial instruments with concentrations of credit risk.The following information about financial instruments with off-balance-sheet risk and financial instruments with concentrations of credit risk has been properly disclosed in the financial statements:

1. The extent, nature, and terms of financial instruments with off-balance-sheet risk

2. The amount of credit risk of financial instruments with off-balance-sheet risk and information about the collateral supporting such financial instruments

3. Significant concentrations of credit risk arising from all financial instruments and information about the collateral supporting such financial instruments

Receivables have been recorded in the financial statements.
Receivables recorded in the financial statements represent valid claims against debtors for sales or other charges arising on or before the balance-sheet date and have been appropriately reduced to their estimated net realizable value.
Excess or obsolete inventories exist.Provision has been made to reduce excess or obsolete inventories to their estimated net realizable value.

There are unusual considerations involved in determining the application of equity accounting.
• The equity method is used to account for the company's investment in the common stock of [ ] because the company has the ability to exercise significant influence over the investee's operating and financial policies.

• The cost method is used to account for the company's investment in the common stock of [investee] because the company does not have the ability to exercise significant influence over the investee's operating and financial policies.

Material expenditures have been deferred.
We believe that all material expenditures that have been deferred to future periods will be recoverable.
A deferred tax asset exists at the balance-sheet date.The valuation allowance has been determined pursuant to the provisions of FASB Statement No. 109, , including the company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized. [ ]
or
A valuation allowance against deferred tax assets at the balance-sheet date is not considered necessary because it is more likely than not the deferred tax asset will be fully realized.
Liabilities
ConditionIllustrative Examples

Short-term debt could be refinanced on a long-term basis and management intends to do so.
The company has excluded short-term obligations totaling $[ ] from current liabilities because it intends to refinance the obligations on a long-term basis. ]

• The company has issued a long-term obligation [ ] after the date of the balance sheet but prior to the issuance of the financial statements for the purpose of refinancing the short-term obligations on a long-term basis.

• The company has the ability to consummate the refinancing, by using the financing agreement referred to in Note [ ] to the financial statements.
Tax-exempt bonds have been issued.Tax-exempt bonds issued have retained their tax-exempt status.

Management intends to reinvest undistributed earnings of a foreign subsidiary.
We intend to reinvest the undistributed earnings of [ ].
Estimates and disclosures have been made of environmental remediation liabilities and related loss contingencies.Provision has been made for any material loss that is probable from environmental remediation liabilities associated with [ ]. We believe that such estimate is reasonable based on available information and that the liabilities and related loss contingencies and the expected outcome of uncertainties have been adequately described in the company's financial statements.
Agreements may exist to repurchase assets previously sold.Agreements to repurchase assets previously sold have been properly disclosed.
An actuary has been used to measure pension liabilities and costs.We believe that the actuarial assumptions and methods used to measure pension liabilities and costs for financial accounting purposes are appropriate in the circumstances.
There is involvement with a multiemployer plan.We are unable to determine the possibility of a withdrawal liability in a multiemployer benefit plan.
or
We have determined that there is the possibility of a withdrawal liability in a multiemployer plan in the amount of $[ ].
Postretirement benefits have been eliminated.We do not intend to compensate for the elimination of postretirement benefits by granting an increase in pension benefits.
or
We plan to compensate for the elimination of postretirement benefits by granting an increase in pension benefits in the amount of $[ ].
Employee layoffs that would otherwise lead to a curtailment of a benefit plan are intended to be temporary.Current employee layoffs are intended to be temporary.
Management intends to either continue to make or not make frequent amendments to its pension or other postretirement benefit plans, which may affect the amortization period of prior service cost, or has expressed a substantive commitment to increase benefit obligations.We plan to continue to make frequent amendments to its pension or other postretirement benefit plans, which may affect the amortization period of prior service cost.
or
We do not plan to make frequent amendments to its pension or other postretirement benefit plans.
Equity
ConditionIllustrative Example
There are capital stock repurchase options or agreements or capital stock reserved for options, warrants, conversions, or other requirements.Capital stock repurchase options or agreements or capital stock reserved for options, warrants, conversions, or other requirements have been properly disclosed.
Income Statement
ConditionIllustrative Example
There may be a loss from sales commitments.Provisions have been made for losses to be sustained in the fulfillment of or from inability to fulfill any sales commitments.
There may be losses from purchase commitments.Provisions have been made for losses to be sustained as a result of purchase commitments for inventory quantities in excess of normal requirements or at prices in excess of prevailing market prices.
Nature of the product or industry indicates the possibility of undisclosed sales terms.We have fully disclosed to you all sales terms, including all rights of return or price adjustments and all warranty provisions.

Appendix C - Illustrative Updating Management Representation Letter

.18        

1.    The following letter is presented for illustrative purposes only. It may be used in the circumstances described in paragraph .12 of this section. Management need not repeat all of the representations made in the previous representation letter.

2.    If matters exist that should be disclosed to the auditor, they should be indicated by listing them following the representation. For example, if an event subsequent to the date of the balance sheet has been disclosed in the financial statements, the final paragraph could be modified as follows: "To the best of our knowledge and belief, except as discussed in Note X to the financial statements, no events have occurred. . . ."

    [ Date ]

    To [ Auditor ]

    In connection with your audit(s) of the [ identification of financial statements ] of [ name of entity ] as of [ dates ] and for the [ periods ] for the purpose of expressing an opinion as to whether the [ consolidated ] financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of [ name of entity ] in conformity with accounting principles generally accepted in the United States of America, you were previously provided with a representation letter under date of [ date of previous representation letter ]. No information has come to our attention that would cause us to believe that any of those previous representations should be modified.

    To the best of our knowledge and belief, no events have occurred subsequent to [ date of latest balance sheet reported on by the auditor ] and through the date of this letter that would require adjustment to or disclosure in the aforementioned financial statements.

    __________________________________________ [ Name of Chief Executive Officer and Title ]

    __________________________________________ [ Name of Chief Financial Officer and Title ]

[Revised, October 2000, to reflect conforming changes necessary due to the issuance of Statement on Auditing Standards No. 93.]

Footnotes (AS 2805 - Management Representations):

1 AS 1015, Due Professional Care in the Performance of Work , states, "The auditor neither assumes that management is dishonest nor assumes unquestioned honesty. In exercising professional skepticism, the auditor should not be satisfied with less than persuasive evidence because of a belief that management is honest."

2 An illustrative representation letter from management is contained in appendix A, "Illustrative Management Representation Letter" [paragraph .16].

3 Specific representations also are applicable to financial statements presented in conformity with a comprehensive basis of accounting other than generally accepted accounting principles. The specific representations to be obtained should be based on the nature and basis of presentation of the financial statements being audited.

4 AS 2810, Evaluating Audit Results, indicates that a misstatement can arise from error or fraud and also discusses the auditor's responsibilities for evaluating accumulated misstatements .

5 If management believes that certain of the identified items are not misstatements, management's belief may be acknowledged by adding to the representation, for example, "We do not agree that items XX and XX constitute misstatements because [description of reasons]." 

6 AS 2810.11 states that the auditor may designate an amount below which misstatements need not be accumulated. Similarly, the summary of uncorrected misstatements included in or attached to the representation letter need not include such misstatements. The summary should include sufficient information to provide management with an understanding of the nature, amount, and effect of the uncorrected misstatements. Similar items may be aggregated.

7 The communication to management of immaterial misstatements aggregated by the auditor does not constitute a communication pursuant to paragraph .17 of AS 2405, Illegal Acts by Clients , Section 10A of the Securities Exchange Act of 1934, or paragraphs .79 through .82 of AS 2401, Consideration of Fraud in a Financial Statement Audit . The auditor may have additional communication responsibilities pursuant to AS 2405, Section 10A of the Securities Exchange Act of 1934, or AS 2401.

[8] [Footnote deleted.]

9 See AS 2410.18. 

10 See AS 2405. 

11 See paragraph .05 d of AS 2505, Inquiry of a Client's Lawyer Concerning Litigation, Claims, and Assessments. If the entity has not consulted a lawyer regarding litigation, claims, and assessments, the auditor normally would rely on the review of internally available information and obtain a written representation by management regarding the lack of litigation, claims, and assessments; see auditing Interpretation No. 6, "Client Has Not Consulted a Lawyer" (paragraphs .15-.17 of AI 17, Inquiry of a Client's Lawyer Concerning Litigation, Claims, and Assessments: Auditing Interpretations of AS 2505 ) .

12 See AS 2505.05 b . 

13 See paragraph .12 of AS 2801, Subsequent Events , paragraph .10 of AS 4101, Responsibilities Regarding Filings Under Federal Securities Statutes , and paragraph .45, footnote 31 of AS 6101, Letters for Underwriters and Certain Other Requesting Parties . 

[14] [Footnote deleted.]

15 See paragraph .55 of AS 3105 , Departures from Unqualified Opinions and Other Reporting Circumstances .

16 See AS 4101.10. 

17 An illustrative updating management representation letter is contained in appendix C, "Illustrative Updating Management Representation Letter" [paragraph .18]. 

18 See AS 3105.05–.17. 

Footnotes (Appendix A - Illustrative Management Representation Letter):

1 If management believes that certain of the identified items are not misstatements, management's belief may be acknowledged by adding to the representation, for example, "We do not agree that items XX and XX constitute misstatements because [ description of reasons ]." 

2 In the circumstance discussed in footnote 11 of this section, this representation might be worded as follows:

    We are not aware of any pending or threatened litigation, claims, or assessments or unasserted claims or assessments that are required to be accrued or disclosed in the financial statements in accordance with Financial Accounting Standards Board Statement No. 5,  Accounting for Contingencies , and we have not consulted a lawyer concerning litigation, claims, or assessments.

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Management Representation Letter

Published on :

21 Aug, 2024

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Edited by :

Ashish Kumar Srivastav

Reviewed by :

Dheeraj Vaidya

What Is Management Representation Letter?

A management representation letter is a document provided by management to auditors to confirm the accuracy and completeness of financial information and disclosures. Its purpose is to attest to the accuracy and completeness of the information the management provided to the auditors.

Management Representation Letter

The letter is an important part of the audit process, assuring auditors that the financial information they are examining is reliable. The letter is usually signed by senior management, such as the CEO or CFO , and is included in the audit documentation. Management acknowledges its responsibility for the financial statements and the information's accuracy by signing the letter.

Table of contents

Management representation letter explained.

  • Management Representation Letter vs. Management Letter

Frequently Asked Questions (FAQs)

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  • A management representation letter is a formal document issued by senior management of an organization confirming the accuracy and completeness of financial information presented in the financial statements.
  • It is a critical document that helps auditors or other parties to obtain reasonable assurance that the financial statements are reliable.
  • The letter should include specific representations regarding financial statements, disclosures, and other significant matters that could impact the financial statements.
  • Management representation letter is required as part of an audit engagement and may be requested in other types of engagements such as reviews and compilations.

A management representation letter is a document management provides to auditors to confirm the accuracy and completeness of financial information and disclosures. Also, It attests to the accuracy and completeness of management's information to the auditors. Thus, it confirms that management has provided all the relevant information required for the audit and that it is accurate and complete.

The letter also confirms that management has disclosed any potential legal or financial liabilities that could impact the organization's financial statements. Thus, it assures auditors that the financial information they are examining is reliable. Also, it is signed by senior management as part of the audit documentation .

The letter asks management to confirm that they have provided all the required information for the audit. Also, that information is accurate and complete. The letter also confirms that management has disclosed any potential legal or financial liabilities that could impact the organization's financial statements.

Let us look at the following examples to understand the concept better.

Consider a company, Amacon Corporation, that provides management representation letters to their auditors.

In the letter, the senior management of Amacon Corporation will confirm that they have provided all the financial information and disclosures required for the audit and that the information is accurate and complete. They will also confirm that they have disclosed any potential legal or financial liabilities that could impact the organization's financial statements.

For example, the management representation letter may confirm that Amacon Corporation has disclosed any potential lawsuits or regulatory investigations that could impact its financial statements. It may also confirm that all financial transactions have been accurately recorded and all financial reports are complete and correct. Thus, by providing the letter, Amacon Corporation assures its auditors that the financial information is reliable and accurate.

Suppose a nonprofit organization, HappyLives Foundation, is seeking funding from a government age government agency that may require a management representation letter from the senior management of HappyLives Foundation. It confirms the accuracy of the financial information and disclosures in the grant application.

In this case, the management representation letter would attest that all the financial information presented in the grant application is accurate. The letter would also confirm that all financial transactions have been accurately recorded. Also, all financial reports are complete and correct. Thus, by providing the letter, HappyLives Foundation assures the government agency that the financial information in the grant application is reliable and accurate.

The specific format may vary depending on the requirements of the recipient of the letter. However, the letter is prepared clearly and concisely, and all required information is included to ensure the recipient's effectiveness.

The format of a management representation letter typically includes the following elements:

  • Date: The date on which the letter is prepared.
  • Addressee: The letter is addressed to the auditors or the party that requires the letter.
  • Introduction: A brief introduction that identifies the management providing the representation, the letter's purpose, and the audit's scope.
  • Management's Responsibility: A statement acknowledging their responsibility for the financial statements and the information's accuracy.
  • Specific Representations: A list of specific representations that management makes, which may include disclosures of potential liabilities, completeness of financial information, and accuracy of financial statements.
  • Signature: The letter is signed by senior management, such as the CEO or CFO, to indicate their agreement with the representations being made.

There are several benefits of providing a management representation letter:

#1 - Provides Assurance

The letter assures the auditors or other parties that the financial information in the financial statements is reliable and accurate.

#2 - Demonstrates Responsibility

The letter demonstrates that management is taking responsibility for the financial statements and the information contained within them.

#3 - Identifies Potential Issues

The letter requires management to identify potential legal or financial liabilities impacting the organization's financial statements. Thus, it allows for early identification and management of its potential issues.

#4 - Reduces Auditor's Risk

By providing a letter, management can help to reduce the auditor's risk and increase their confidence in the financial information provided. In addition, it potentially reduces the amount of work required during the audit.

#5 - Improves Communication

The letter can help to improve communication between management and the auditors or other parties. Thus, it ensures that all relevant information is provided and potential issues are identified and addressed.

Management Representation Letter vs Management Letter

Provided by management to auditorsProvided by auditors to management
Confirms the accuracy and completeness of financial information and disclosuresProvides recommendations for improving internal controls and business processes
Acknowledges management's responsibility for financial statements and disclosuresProvides feedback on financial performance and operational efficiencies
Assures auditors or other parties regarding financial informationProvides insights and analysis on financial and operational performance
Typically required as part of an audit engagementIt may be provided as part of a consulting engagement or other services
Signed by senior management, such as the CEO or CFOMay be addressed to a variety of stakeholders, including the Board of Directors, investors, and management

Management Representation Letters are not required for reviews as they are less extensive than audits and do not require the same level of assurance. However, in some cases, the reviewer may request a representation letter to provide additional assurance regarding the accuracy and completeness of the financial information provided.

Yes, a Management Representation Letter should be on the company's official letterhead to ensure it is a formal representation of the organization. In addition, the use of official letterhead helps to identify the letter's source and assures that it is genuine communication from the organization.

Yes, a compilation engagement requires a Management Representation Letter. The letter is required to assure the accountant that the financial statements and disclosures are accurate and complete to the best of management's knowledge. Therefore, the letter is an important component of the compilation engagement and helps to assure the financial statements.

To obtain a Management Representation Letter, you should request it from senior management, provide a template that includes all the necessary elements, review the letter for accuracy and completeness, and have it signed by the appropriate signatories. The letter should be obtained during an audit, review, or compilation engagement.

This article has been a guide to what is Management Representation Letter. We explain it with its format, examples, difference with management letter, and benefits. You may also find some useful articles here -

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What is a Management Representation Letter?

Getting through financial audits can be frustrating for companies, especially when asked to provide management representation letters.

This article will clarify exactly what a management representation letter is, why auditors request them, what should be included, and provide examples to make the process smooth and compliant.

You'll learn the purpose of these letters, see template examples, understand international audit standards, and gain key takeaways to improve financial reporting at your organization.

Introduction to Management Representation Letters

A management representation letter is a formal document signed by a company's senior management that is provided to external auditors. It contains certain written representations that auditors require in order to complete an audit and form an opinion on the company's financial statements.

Defining the Management Representation Letter in Audit Context

The management representation letter serves an important role within the financial statement audit process. Auditors use it as audit evidence to support their assessment of whether the financial statements are free of material misstatement. Specifically, auditors request written confirmation from management regarding the accuracy and completeness of information provided during the audit. This includes representations related to:

  • The financial statements and adequacy of disclosures
  • Proper recording of transactions and account balances
  • Internal controls over financial reporting
  • Compliance with laws and regulations

By obtaining these written representations from management, auditors gain additional audit evidence to complete their testing and analysis. The management representation letter also outlines management's responsibilities under the audit engagement.

Essential Components of a Management Representation Letter

A standard management representation letter contains certain key statements that auditors rely upon. These include:

  • Financial statement disclosures : Confirmation that management has provided the auditors with all relevant information and access needed to perform the audit.
  • Recognition, measurement and disclosure : Assertion that the financial statements comply with the applicable financial reporting framework and standards.
  • Non-compliance : Disclosure of any non-compliance with laws and regulations.
  • Litigation and claims : Details of any actual, pending or threatened litigation and claims that could impact the financial statements.

The letter will also typically list areas of significant estimates and judgments made by management in preparing the financial statements. For example, allowances for doubtful accounts, asset impairment assessments , and assumptions used in valuation models.

By obtaining written representation on these matters, auditors gain evidence to issue their audit opinion. The management representation letter should be signed by the CEO and CFO or equivalent members of senior management.

Legal and Ethical Implications of Management Representations

Signing a management representation letter has legal and ethical implications. Management must ensure representations made to the auditors are accurate and made in good faith. Intentionally misrepresenting information or omitting relevant details could constitute fraud and result in legal liability.

Auditors also have a duty to assess the reasonableness of management representations and corroborate them with other audit evidence. Relying solely on management representations without further verification could call into question the quality of the audit.

Overall, the management representation letter facilitates open and transparent communication between management and auditors. It serves as a legally binding confirmation of management's fulfillment of its financial reporting responsibilities.

What is the main purpose of a management representation letter?

The main purpose of a management representation letter is to obtain written confirmation from management that they have fulfilled their responsibility for the fair presentation of the financial statements. This letter documents that management has provided the auditors with all relevant information and access needed to conduct the audit.

Some key purposes of the management representation letter include:

Confirming management's responsibility for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework (e.g. GAAP or IFRS).

Affirming that management has provided the auditors with all relevant information and access to records, documentation and personnel that is necessary for the audit.

Disclosing any instances of fraud involving management, employees with significant internal control roles, or those that cause a material misstatement of the financial statements.

Presenting details on matters that impact the financial statements - such as plans or intentions that may affect asset/liability carrying values, information about related parties, contingencies, subsequent events, etc.

Stating that all transactions have been recorded and are reflected in the financial statements. This helps confirm completeness and cut-off assertions.

So in summary, the management representation letter serves as important audit evidence that validates information provided by management to the auditors. It also formally documents management's responsibilities and representations concerning the financial statements.

What is the meaning of management representation?

Management representation refers to written confirmation provided by management of an entity to the auditors regarding the accuracy and completeness of financial statements and adequacy of internal controls.

The management representation letter is a key audit evidence prepared at the completion of the audit process. It contains management's assertions regarding:

  • Fair presentation of financial statements
  • Completeness of information provided to auditors
  • Proper accounting policies used
  • Reasonableness of significant estimates made

Essentially, through this letter, management takes responsibility for the fair presentation of the financial statements. They confirm to the auditors that they have fulfilled their financial reporting responsibilities.

The management representation letter covers all periods encompassed by the audit report and is dated the same date as the completion of audit fieldwork. It is addressed to the engagement partner and signed by those with appropriate responsibilities for the financial statements, usually the Chief Executive Officer and Chief Financial Officer.

By obtaining written representations from management, the auditors demonstrate they have obtained sufficient appropriate audit evidence to support their audit opinion. The representations serve as necessary supplementary corroboration of management's oral assertions made during the audit.

In summary, the management representation letter is a written statement from management provided to the auditors as part of the audit evidence. It confirms management's compliance with financial reporting responsibilities to enable auditors to form their audit opinion.

What is an example of a management representation letter?

We are providing this letter in connection with your audit of the cost representation statement of USAID resources managed by (Client Name) under Contract No. XXX “Project Name” for the period MM/DD/YY to MM/DD/YY.

We confirm, to the best of our knowledge and belief, the following representations made to you during your audit:

  • We have made available to you all financial records and related data, including service auditor reports.
  • There have been no communications from regulatory agencies concerning noncompliance with or deficiencies on financial reporting practices.
  • We have no knowledge of any known or suspected fraudulent financial reporting or misappropriation of assets involving management or employees with significant roles in internal control.
  • We have disclosed to you the results of our assessment of risk that the cost representation statement may be materially misstated as a result of fraud.
  • There are no material transactions that have not been properly recorded in the accounting records.
  • We believe the effects of any uncorrected financial statement misstatements aggregated by you are immaterial.
  • We have disclosed all liabilities, both actual and contingent.
  • There are no violations or possible violations of laws or regulations whose effects should be considered.

We confirm that the representations we have made to you during your audit are complete, truthful, and accurate.

Sincerely, [Signature] [Client Representative Name and Title]

What is the difference between management letter and management representation letter?

The key differences between a management letter and a management representation letter in an audit are:

Focus : The management letter focuses on identifying weaknesses and areas of improvement in the company's financial reporting process and internal controls. Management representation, on the other hand, focuses on providing evidence of management's understanding and support of the audit process.

Purpose : The purpose of a management letter is to communicate deficiencies in internal control and make suggestions for improvements. The purpose of a management representation letter is to confirm certain information that the auditors have requested from management.

Content : A management letter contains comments and recommendations from the auditor about issues encountered during the audit. A management representation letter contains specific statements by management regarding matters such as the fairness of financial statements.

Timing : A management letter is typically issued after the audit report while a management representation letter is obtained during the audit.

In summary, while both letters relate to the audit process, the management letter aims to provide suggestions for improvement while the management representation letter serves as audit evidence regarding management's assertions. The management representation letter supports the audit by confirming the accuracy of the financial statements.

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The purpose and importance of management representation letters.

Management representation letters serve several key purposes in the audit process. Most importantly, they provide additional audit evidence to support the auditor's opinion on the financial statements.

Reinforcing the Auditor's Collection of Audit Evidences

Management representation letters reinforce the audit evidence the auditor has already obtained throughout the audit. As outlined in ISA 500 Audit Evidence, auditors must obtain sufficient appropriate evidence to support their opinion. The letter serves as written representation from management on important assertions related to the financial statements. This includes the completeness and accuracy of information provided to the auditor.

Management's Accountability for Financial Reporting

Additionally, the letter highlights management's responsibilities over financial reporting. Management, not the auditor, is responsible for the preparation and fair presentation of the financial statements. The representation letter formally documents that management has fulfilled these duties, a key assertion needed to issue an audit opinion.

Assurance on Contingent and Off-Balance-Sheet Liabilities

Auditors also rely on management's representations on significant estimates and disclosures. This includes assurance from management that the financial statements appropriately reflect contingent liabilities and off-balance-sheet liabilities in accordance with the applicable financial reporting framework.

In summary, representation letters serve as a final confirmation from management that they have fulfilled their financial reporting responsibilities. The letters provide key audit evidence and accountability to support the auditor's work in accordance with auditing standards.

Drafting a Management Representation Letter: Best Practices

A management representation letter is an important part of the audit process. It documents certain written representations made by management to the auditors regarding the company's financial statements.

Drafting an effective management representation letter requires following several best practices:

Management Representation Letter Template: A Starting Point

When creating a management representation letter, it's best to start with a template. This ensures all relevant topics are covered such as:

  • Management's responsibility for the preparation and fair presentation of the financial statements
  • Availability of all financial records and related data
  • Completeness of information provided regarding transactions and events
  • Disclosure of all liabilities, both actual and contingent
  • Non-existence of any fraud or illegal acts

Tailor the template to the specific circumstances and transactions of the business. But the template establishes a solid foundation.

Who Should Sign the Management Representation Letter

Typically the management representation letter should be signed by:

  • The CEO or Managing Director
  • The CFO or Financial Controller

This demonstrates the company's overall governance has reviewed the representations and attests to their validity and completeness.

In some cases, representation from heads of divisions or departments may also be necessary regarding transactions or activities under their specific purview.

Customizing Representations to Reflect Unique Organizational Circumstances

While a template is useful, each management representation letter must be customized to reflect the distinct transactions and activities of the organization. Specifically call out areas the auditors have highlighted as potential risks or requiring further representations.

For example, if the company underwent a major acquisition, restructuring, or system implementation, representations would be needed to address the associated impacts and risks regarding financial reporting.

The management representation letter is not a mere formality. It serves as an indispensable record of the critical dialogue between management and auditors. Following these best practices helps craft letters that clearly communicate important representations.

Management Representation Letter Samples and Examples

Management representation letters are important documents in the financial audit process. They contain written confirmation from management about the accuracy and completeness of financial statements and disclosures. Reviewing examples can help companies understand what to include in their own letters.

Analyzing a Management Representation Letter Sample

Here is an excerpt from a sample management representation letter:

We acknowledge our responsibility for the fair presentation in the financial statements of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (GAAP). We have provided you with unrestricted access to persons within the Company...

This excerpt demonstrates several key elements:

  • Acknowledgment of management's responsibility for financial statements conforming to GAAP
  • Confirmation that auditors had full access to people and information

Other standard inclusions are statements around contingent liabilities, litigation matters, plans or intentions that may affect assets or liabilities, and confirmation that appropriate disclosures have been made.

Analyzing examples helps identify customary terms to include.

Management Representation Letter PDF: Accessibility and Format

Management representation letters are often provided to auditors as PDF files. This locked, uneditable format:

  • Facilitates easy sharing of the definitive final version
  • Allows clear version control with digital signatures
  • Enables reliable long-term archival storage

PDF format removes ambiguity around which representation letter version was relied upon.

Real-World Examples: Complex Issues

Consider these excerpts from real-world representation letters:

"The restructuring provision of $20 million represents our best estimate of costs to complete the plant closure based on current plans..."
"We confirm that we have properly recorded and disclosed the acquisition of Company XYZ in the financial statements..."

These excerpts demonstrate how companies transparently address complex real situations like restructurings or major transactions in the representation letter.

Real examples provide assurance that the company has appropriately considered complex accounting matters.

Comparing Management Letters and Management Representation Letters

Management letters and management representation letters serve important but distinct purposes in the audit process.

Management Letter vs Management Representation Letter: Clarifying the Distinction

A management letter communicates deficiencies or recommendations for improvement identified by the auditor during the audit. These may relate to internal controls, processes, or compliance issues that could be made more effective.

In contrast, a management representation letter obtained near the end of an audit contains specific written representations from management about the accuracy and completeness of the financial statements and disclosures. Common representations confirm that:

  • Financial statements are fairly presented
  • Significant assumptions used by management are reasonable
  • All relevant information has been provided to the auditor
  • There are no undisclosed side agreements or contingencies

While management letters offer suggestions, representation letters confirm critical facts underlying the audit.

The Role of the Auditor in Relation to Management Representations

Auditors use both tools to fulfill their responsibilities:

Management letters reflect the auditor's duty to communicate control deficiencies to those charged with governance. This allows the entity to take timely remedial action.

Representation letters provide audit evidence as part of the auditor's risk assessment procedures under auditing standards. They represent a form of documentary evidence about management's intents, knowledge and accuracy of the financial statements.

If management were unwilling to sign the representation letter, the auditor would need to reconsider their audit opinion.

Impact on Audit Opinions and Auditor's Reports

The management letter has no direct bearing on the auditor's opinion, unless the issues it raises cast doubt on the fairness of the financial statements.

However, matters raised in the representation letter directly relate to the audit evidence obtained. If management refuses to sign the letter, the auditor would likely issue a qualified opinion or disclaimer of opinion on the financial statements due to the limitation on audit scope and evidence.

In summary, while management letters offer helpful recommendations, representation letters provide the auditor written confirmation of critical information pertinent to the audit itself. Both play key roles in the audit process.

International Standards on Auditing: ISA 580 Management Representations

The International Standards on Auditing (ISA) provide a framework for conducting high quality external audits. ISA 580 specifically focuses on obtaining appropriate written representations from management to support the audit evidence gathered.

Understanding ISA 580 and Its Relevance to Management Representation Letters

ISA 580 outlines the auditor's responsibilities for obtaining written representations from management to confirm certain matters or to support other audit evidence. Some key points:

  • Requires auditors to obtain written representations from management that they have fulfilled their financial reporting responsibilities
  • Covers areas like recognition, measurement, presentation, and disclosure of information as per the financial reporting framework
  • Helps auditors obtain confirmation on matters material to the financial statements, like the completeness of information provided
  • Allows for detection of material misstatements due to fraud

By adhering to ISA 580, auditors can ensure management representation letters align with the necessary audit evidence requirements.

Compliance with International Standards on Auditing

It is critical that management representation letters comply with ISA guidelines, including:

  • Obtaining representations from appropriate individuals : Those with overall responsibility for financial reporting, such as the CEO and CFO
  • Written format : Printed on the organization's letterhead and signed by hand
  • Date : No earlier than the date of the audit report
  • Wording : Clear acknowledgement of responsibilities, accuracy of information provided, etc.

Strict compliance ensures the representations constitute valid and appropriate audit evidence as per ISA 500.

Case Studies: Adherence to ISA 580 in Practice

Company A - Drafted a management representation letter that was vague, unsigned, and outdated. By not adhering to ISA 580, they had to invest additional time and resources to obtain proper representations.

Company B - Carefully followed ISA 580 requirements. The CFO and CEO signed off on a letter confirming completeness of information and awareness of responsibilities. This aligned smoothly with the audit process.

As exemplified, non-compliance ultimately wastes time and resources. Whereas alignment with ISA 580 standards helps streamline external audits.

Conclusion and Key Takeaways

Management representation letters are important, standard audit evidence that reduce risk. They signify management's representations concerning the financial statements and accountability for internal controls, fraud, and information provided to auditors.

Summarizing the Role of Management Representation Letters in Audits

Management representation letters summarize key information and representations from management to auditors. They serve several key functions:

  • Confirm management's responsibility for the preparation and fair presentation of the financial statements
  • Disclose any issues or deficiencies in internal controls
  • Affirm that all relevant information has been provided to auditors
  • Highlight any fraud, illegal acts, or noncompliance with laws and regulations

By obtaining these written representations, auditors reduce engagement risk and confirm their understanding of management's views and positions.

Final Thoughts on Best Practices and Compliance

It is critical that management representation letters adhere to regulations and professional standards. Key best practices include:

  • Ensuring the letter is dated as of the date of the auditor's report
  • Having the letter signed by those with appropriate responsibilities and authority
  • Disclosing all relevant issues completely and accurately
  • Following the guidelines and requirements outlined in ISA 580 and other applicable standards

Diligent compliance promotes accuracy, transparency, and accountability.

Encouraging Diligence and Transparency in Financial Reporting

At their core, management representation letters aim to foster diligent, truthful, and transparent financial reporting. By eliciting key written representations from management, auditors promote an environment of responsibility, compliance, and ethical practice. This ultimately supports the accuracy and reliability of financial statements for all stakeholders.

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Management Representation Letter: Format, Content, Signature

Home » Bookkeeping » Management Representation Letter: Format, Content, Signature

As of 2019, the FASB requires publicly traded companies to prepare financial statements following the Generally Accepted Accounting Principles (GAAP). Auditors are required by professional standards to report, in writing, internal control matters that they believe should be brought to the attention of those charged with governance (the board). Generally, if your auditor is going to put an internal control matter in a letter, they have assessed that the matter was the result of a deficiency in internal controls. This is an important part of that audit that the profession does not take lightly.

One common example of a deficiency in internal control that’s severe enough to be considered a material weakness or significant deficiency is when an organization lacks the knowledge and training to prepare its own financial statements, including footnote disclosures. The “SAS 115” letter is usually issued when any significant deficiencies or material weaknesses would have been discussed with management during the audit, but are not required to be communicated in written form. In performing an audit of your Plan’s internal controls and plan financials, your auditors are required to obtain an understanding of the Plan’s operations and internal controls.

A management representation letter is a form letter written by a company’s external auditors, which is signed by senior company management. The letter attests to the accuracy of the financial statements that the company has submitted to the auditors for their analysis. The CEO and the most senior accounting person (such as the CFO) are usually required to sign the letter. The letter is signed following the completion of audit fieldwork, and before the financial statements are issued along with the auditor’s opinion. External auditors follow a set of standards different from that of the company or organization hiring them to do the work.

In doing so, they may become aware of matters related to your Plan’s internal control that may be considered deficiencies, significant deficiencies, or material weaknesses. Audits performed by outside parties can be extremely helpful in removing any bias in reviewing the state of a company’s financials. Financial audits seek to identify if there are any material misstatements in the financial statements. An unqualified, or clean, auditor’s opinion provides financial statement users with confidence that the financials are both accurate and complete. External audits, therefore, allow stakeholders to make better, more informed decisions related to the company being audited.

The representation should reaffirm your client’s understanding of all significant terms in the engagement letter. A relevant assertion is a financial statement assertion that has a reasonable possibility of containing a misstatement or misstatements that would cause the financial statements to be materially misstated.

The purpose of an internal audit is to ensure compliance with laws and regulations and to help maintain accurate and timely financial reporting and data collection. It also provides a benefit to management by identifying flaws in internal control or financial reporting prior to its review by external auditors.

Depending on materiality and other qualitative factors, the auditors will consider the deficiency to be an “other” matter, significant deficiency, or material weakness. The auditor has discretion on which category the deficiency falls into, but are otherwise required to use the standard wording and definitions in the letter.

It serves to document management’s representations during the audit, reducing misunderstandings of management’s responsibilities for the financial statements. The definition of good internal controls is that they allow errors and other misstatements to be prevented or detected and corrected by (the nonprofit’s) employees in the normal course of performing their duties.

management representation letter

Material weaknesses or significant deficiencies may exist that were not identified during the audit, and auditors are required to disclose this in their written communication. The auditor’s report contains the auditor’s opinion on whether a company’s financial statements comply with accounting standards. The results of the internal audit are used to make managerial changes and improvements to internal controls.

What is a management representation letter?

A management representation letter is a form letter written by a company’s external auditors, which is signed by senior company management. The letter attests to the accuracy of the financial statements that the company has submitted to the auditors for their analysis.

A control objective provides a specific target against which to evaluate the effectiveness of controls. Management representation is a letter issued by a client to the auditor in writing as part of audit evidences. The representations letter must cover all periods encompassed by the audit report, and must be dated the same date of audit work completion.

These types of auditors are used when an organization doesn’t have the in-house resources to audit certain parts of their own operations. The assertion of completeness is an assertion that the financial statements are thorough and include every item that should be included in the statement for a given accounting period. The assertion of completeness also states that a company’s entire inventory, even inventory that may be temporarily in the possession of a third party, is included in the total inventory figure appearing on a financial statement. The compilation standards do not require practitioners to obtain a management representation letter, but this does not mean that it’s not a prudent thing to do. Obtaining a representation letter helps to ensure your client understands the services that you have provided, the limitations on the work you have completed, and that they are ultimately responsible for their financial statements.

The biggest difference between an internal and external audit is the concept of independence of the external auditor. When audits are performed by third parties, the resulting auditor’s opinion expressed on items being audited (a company’s financials, internal controls, or a system) can be candid and honest without it affecting daily work relationships within the company. Auditors evaluate each internal control deficiency noted during the audit to determine whether the deficiency, or a combination of deficiencies, is severe enough to be considered a material weakness or significant deficiency. In assessing the deficiency, auditors consider the magnitude of potential misstatements of your financial statements as well as the likelihood that internal controls would not prevent or detect and correct the misstatements.

Representation to Management

  • In an audit of financial statements, professional standards require that auditors obtain an understanding of internal controls to the extent necessary to plan the audit.
  • written confirmation from management to the auditor about the fairness of various financial statement elements.
  • Auditors use this understanding of internal controls to assess the risk of material misstatement of the financial statements and to design appropriate audit procedures to minimize that risk.

The idea behind a management representation letter is to take away some of the legal burdens of delivering wrong financial statements from the auditor to the company. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. Internal auditors are employed by the company or organization for whom they are performing an audit, and the resulting audit report is given directly to management and the board of directors. Consultant auditors, while not employed internally, use the standards of the company they are auditing as opposed to a separate set of standards.

If the auditors detect an unexpected material misstatement during your audit, it could indicate that your internal controls are not functioning properly. Conversely, lack of an actual misstatement doesn’t necessarily mean that your internal controls are working.

The determination of whether an assertion is a relevant assertion is based on inherent risk, without regard to the effect of controls. Financial statements and related disclosures refers to a company’s financial statements and notes to the financial statements as presented in accordance with generally accepted accounting principles (“GAAP”). References to financial statements and related disclosures do not extend to the preparation of management’s discussion and analysis or other similar financial information presented outside a company’s GAAP-basis financial statements and notes.

External audits can include a review of both financial statements and a company’s internal controls. When a company’s financial statements are audited, the principal element an auditor reviews is the reliability of the financial statement assertions. In the United States, the Financial Accounting Standards Board (FASB) establishes the accounting standards that companies must follow when preparing their financial statements.

In an audit of financial statements, professional standards require that auditors obtain an understanding of internal controls to the extent necessary to plan the audit. Auditors use this understanding of internal controls to assess the risk of material misstatement of the financial statements and to design appropriate audit procedures to minimize that risk. written confirmation from management to the auditor about the fairness of various financial statement elements. The purpose of the letter is to emphasize that the financial statements are management’s representations, and thus management has the primary responsibility for their accuracy.

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This letter is useful for setting the expectations of both parties to the arrangement. Almost all companies receive a yearly audit of their financial statements, such as the income statement, balance sheet, and cash flow statement. Lenders often require the results of an external audit annually as part of their debt covenants. For some companies, audits are a legal requirement due to the compelling incentives to intentionally misstate financial information in an attempt to commit fraud.

Management representation letter

As long as there’s a reasonable possibility for material misstatement of account balances or financial statement disclosures, your internal controls are considered to be deficient. An auditor typically will not issue an opinion on a company’s financial statements without first receiving a signed management representation letter. An audit engagement is an arrangement that an auditor has with a client to perform an audit of the client’s accounting records and financial statements. The term usually applies to the contractual arrangement between the two parties, rather than the full set of auditing tasks that the auditor will perform. To create an engagement, the two parties meet to discuss the services needed by the client.

As a result of the Sarbanes-Oxley Act (SOX) of 2002, publicly traded companies must also receive an evaluation of the effectiveness of their internal controls. As noted above, an internal control letter is usually the result of a deficiency in internal controls discovered during the audit, most commonly from a material audit adjustment. The letter includes required language regarding the severity of the deficiency.

Real Business Owners,

The parties then agree on the services to be provided, along with a price and the period during which the audit will be conducted. This information is stated in an engagement letter, which is prepared by the auditor and sent to the client. If the client agrees with the terms of the letter, a person authorized to do so signs the letter and returns a copy to the auditor. By doing so, the parties indicate that an audit engagement has been initiated.

Also, the letter provides supplementary audit evidence of an internal nature by giving formal management replies to auditor questions regarding matters that did not come to the auditor’s attention in performing audit procedures. Some auditors request written representations of all financial statement items. All auditors require representations regarding receivables, inventories, plant and equipment, liabilities, and subsequent events. The letter is required at the completion of the audit fieldwork and prior to issuance of the financial statements with the auditor’s opinion.

Auditors spend a lot of time assessing how material audit adjustments and immaterial adjustments that have the potential to be material will be communicated in the internal control letter. The Representation Letter is issued with the draft audit and is required by auditing standards to finalize the audit. The Representation Letter is a letter from the Association to our firm confirming responsibilities of the board and management for the financial statements, as well as confirming information provided to us during the audit. The President or Treasurer and Management need to sign the Representation Letter and return it back to our office within 60 days from the date the draft audit was issued. Representation Letters received after the 60-day mark may result in additional auditing procedures in order to finalize the audit and comply with auditing standards at an additional expense to the Association.

management representation letter

when is the management representation letter prepared

What is a Management Representation Letter?

Management Representation Letter

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Management representation letter.

A Management Representation Letter is a document written by the management of a company and provided to its auditors. This letter is part of the audit process and it’s typically required at the end of an audit engagement.

The purpose of a Management Representation Letter is to confirm the accuracy and completeness of the information that management has provided to the auditors. It’s a formal acknowledgement that the financial statements and other related information are true, complete, and correctly presented to the best of the management’s knowledge.

The letter covers various items including:

  • Assertions : Management confirms that all financial records , data, and other relevant information have been made available to the auditor and are complete and accurate.
  • Fraud and Irregularities : Management confirms that they have disclosed any known frauds or suspected frauds affecting the company, as well as any allegations of fraud or suspected fraud.
  • Laws and Regulations : Management asserts that the company has complied with all laws and regulations that could have a significant effect on the financial statements .
  • Subsequent Events : Management provides information on any events after the balance sheet date that may need to be disclosed in the financial statements or notes.
  • Unrecorded Liabilities : Management asserts that there are no material liabilities, contingent or otherwise, that are not disclosed in the financial statements .

The Management Representation Letter helps the auditor obtain written confirmation of representations from management, which can be crucial when forming an audit opinion . It’s worth noting that while this letter is important, it does not relieve the auditor of the responsibility to gather sufficient appropriate audit evidence to form an audit opinion.

Example of a Management Representation Letter

Here is an illustrative example of what a Management Representation Letter might look like. Please note that actual letters would be more detailed and would vary depending on the specifics of the company and the audit.

[Company Letterhead]

[Auditor’s Name and Address]

Dear [Auditor’s Name],

In connection with your audit of the financial statements of [Company’s Name] as of [Financial Year End Date], and for the year then ended, we confirm, to the best of our knowledge and belief, the following representations:

  • We have made available to you all financial records and related data, as well as all minutes of meetings of shareholders and the board of directors and its committees.
  • We believe that the effects of uncorrected financial statement misstatements aggregated by you during the audit are immaterial, both individually and in the aggregate, to the financial statements as a whole.
  • There have been no irregularities involving management or employees who have significant roles in internal control or that could have a material effect on the financial statements .
  • We have complied with all aspects of contractual agreements that could have a material effect on the financial statements in the event of noncompliance.
  • There have been no events subsequent to the balance sheet date that would require adjustment to, or disclosure in, the financial statements .

We acknowledge our responsibility to design, implement, and maintain internal control to prevent and detect fraud .

Yours sincerely,

[Chief Executive Officer]

[Chief Financial Officer]

Again, this is just a basic example. A real Management Representation Letter would be tailored to the specific situation and would cover all areas that are relevant to the audit.

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03 Apr What are Management Representation Letters?

when is the management representation letter prepared

In the world of assurance engagements, a management representation letter is a formal document that represents management’s agreement with the financial statements that are being audited or reviewed. This letter is a critical part of the assurance engagement process and is required by the auditor or reviewer as evidence that management acknowledges and accepts responsibility for the financial statements.

A management representation letter is typically issued by senior management, such as the CEO or CFO, and is addressed to the CPA firm performing the audit or review. It contains a series of statements that confirm certain facts and assurances about the company’s financial information, including the completeness and accuracy of financial records, disclosures of relevant information, and adherence to accounting principles.

The letter serves several purposes, including:

  • Confirming the accuracy of financial information : The management representation letter is used to confirm that the financial statements are accurate and complete. This helps provide assurance to stakeholders that the financial statements are reliable.
  • Demonstrating management’s responsibility : By signing the letter, management acknowledges its responsibility for the accuracy and completeness of the financial statements. This helps to provide accountability and transparency to stakeholders.
  • Providing evidence for auditors and reviewer s: The management representation letter provides evidence to the CPA firm that management has taken responsibility for the financial statements, which helps to support the audit opinion or review conclusion.
  • Reducing the risk of misstatements : The letter helps to reduce the risk of misstatements by requiring management to review the financial statements and provide assurance that they are accurate and complete.

Overall, the management representation letter is a critical part of the assurance engagement process, as it helps to provide assurance that the financial statements are accurate and complete, and that management takes responsibility for them. Without this letter, CPA firms would not have the necessary evidence to support their opinions and conclusions, which could lead to a lack of confidence in the financial statements and potential legal and financial consequences for the company. In fact, CPA firms are not permitted to complete their engagement and issue an audit or review engagement report until management provides a signed management representation letter.

If you require an audit or review and would like to speak to someone about these processes, please contact us to set up a free consultation.

when is the management representation letter prepared

Annelie Vistica

Cpa, ca – principal.

Annelie Vistica, a Principal at Clearline, is a CPA and CA with a strong background in private enterprise and assurance. With a Bachelor of Accountancy from the University of Stellenbosch in South Africa and extensive experience in tax, Annelie brings expertise in business setup, growth planning, and estate transitioning. She is passionate about engaging with clients to support them through various business stages, from inception to succession planning. Annelie values the supportive environment at Clearline, where she appreciates colleagues’ assistance in tax and assurance. Outside work, she enjoys spending time with her family and dog, exploring nature, visiting family in the Okanagan, and travelling the world.

when is the management representation letter prepared

Jennifer Scott

Cpa, cga – senior manager.

Jennifer Scott, a Senior Manager at Clearline brings a wealth of expertise in Private Enterprise and Assurance, holding designations as a CPA and CGA. Jennifer’s focus at Clearline includes conducting reviews, compilations, and providing tax services tailored to owner-manager businesses and partnerships, with a keen interest in industries such as professionals, manufacturing, real estate, and services. Her commitment to exceptional client service is evident through her proactive approach to staying updated on evolving accounting standards and tax legislation, thereby making her clients’ lives easier Jennifer’s educational background includes a Bachelor of Commerce from UBC with a major in Accounting, followed by over 15 years of experience in public practice, specializing in private enterprise. She appreciates the supportive environment at Clearline and enjoys various activities outside of work, including travelling, cheering on her children in sports like soccer, baseball, and volleyball, indulging in long walks with her dog while listening to podcasts, spending quality time with loved ones, and exploring her passion for baking through experimenting with new recipes.

when is the management representation letter prepared

Charmaine Pirrie

Cpa, ca(sa) – senior manager.

Charmaine Pirrie, a Senior Manager at Clearline is a CPA and CA (SA) with a background in audit and review engagements. With experience from Grant Thornton and D&Co, she brings expertise in private company audits and values Clearline’s supportive environment and technical resources. Charmaine also finds fulfillment in delving into her clients’ businesses to provide tailored services, ensuring meticulous audit and review procedures. Outside of work, she enjoys spending time with family, going for walks, and swimming.

when is the management representation letter prepared

Deepeka Dhillon

Cpa – manager.

Deepeka Dhillon, a Manager at Clearline, holds a CPA designation with a focus in Private Enterprise and Tax. Her primary responsibilities include compliance, corporate restructuring, and, estate and succession planning. Deepeka’s passion lies in continuous learning, enabling her to provide tailored solutions to clients’ unique needs. With a CPA designation and completion of the CPA in-depth tax program, she brings a strong educational background to her role at Clearline. Deepeka values the countless opportunities at Clearline to expand her knowledge in the complex world of tax. Outside work, she enjoys spending time with her beloved Jack Russell Terrier, Opie.

when is the management representation letter prepared

Raj Momrath

Cpa, ca, senior tax manager.

Raj Momrath, a Senior Tax Manager at Clearline, is a CPA, CA specializing in Canadian Tax. With a focus on Canadian tax planning, corporate reorganizations, estate planning, and providing business advice, Raj caters to a diverse clientele, including small owner-manager companies, high-net-worth individuals and large privately held multinational firms. His passion lies in helping Canadian owner-manager businesses and their shareholders minimize their overall tax obligations while navigating disputes with the Canada Revenue Agency and ensuring compliance with the complex Canadian tax system. Raj’s professional journey includes prior experience in PwC’s tax group, where he obtained his Chartered Accountant designation and then some time at some mid-sized firms. Raj completed the CPA Canada InDepth Tax course in 2017 strengthening his knowledge of Canadian tax. At Clearline, Raj appreciates working alongside knowledgeable colleagues and enjoys spending quality time with his wife and two sons and attending and volunteering with their sports activities. In his leisure time, Raj indulges in barbequing, golfing, and spending time outdoors, finding relaxation and enjoyment in these pursuits.

when is the management representation letter prepared

Julia Wallis

Julia Wallis, a Senior Manager at Clearline, holds designations as a CPA, CGA, and also holds a BA. Working within the Private Enterprise Group, her primary focus revolves around assisting entrepreneurs in understanding their personal and business finances while ensuring compliance with tax reporting requirements. Julia finds fulfillment in learning about her clients’ businesses and providing financial insights to enhance their management effectiveness while optimizing tax strategies. With a diverse career spanning various companies and public practice roles, including as a controller, Julia’s progression has equipped her with invaluable skills and insights into different business operations. She chose Clearline for its respected partners and staff, aligned philosophy on client service, and flexibility to balance demanding tax filing periods with leisure time for travel and personal interests such as gardening, wine exploration, reading, and relaxation.

when is the management representation letter prepared

Bilal Kathrada

Cpa, ca, principal.

Bilal, a Principal at Clearline Chartered Professional Accountants, primarily focuses on income tax and succession planning for Canadian owner-managed businesses in various industries. Bilal received his Bachelor of Commerce degree from the University of Victoria and obtained his CA designation in 2005.

Prior to Clearline, he worked in the tax group of a large international accounting firm in Vancouver and a mid-sized accounting firm located in the Fraser Valley.

Outside of the office, he enjoys spending time with his wife and three children. He enjoys outdoor activities such as golf and spending time with his family and friends.

when is the management representation letter prepared

Danny Sandhu

Cpa, manager.

Bio coming soon.

when is the management representation letter prepared

Shehzel Saif

Cpa, tax manager.

As Clearline’s Tax Manager, Shehzel focuses on tax planning, corporate reorganizations and succession and estate planning. She’s passionate about continuous learning and staying up to date on tax legislation changes and helping clients with succession. In addition to her CPA designation, Shehzel also has a Bachelor of Business Administration and has completed the CPA In-Depth Taxation Program. Outside of work, she enjoys spending time with family and friends, traveling and trying out new recipes.

when is the management representation letter prepared

Ameeta Randhawa

As Clearline’s HR Manager, Ameeta supports our firm’s greatest resource—our staff. With a Bachelor of Business Administration in Human Resources and over 7 years of HR experience in various industries, she ensures all employees have a positive experience at Clearline. Ameeta’s focuses include recruitment, performance management, employee relations, program and policy development, and employee engagement. Outside of work, she enjoys traveling and spending time with friends and family.

when is the management representation letter prepared

CPA, CA, Senior Manager

Michael is a Senior Manager in Private Enterprise, carrying out reviews, compilations, and tax services for small- to medium-sized businesses. With a Bachelor of Commerce specializing in finance and a Diploma in Accounting, backed by over a decade of accounting experience, Michael is a trusted advisor who helps clients’ businesses succeed. Outside of the office, Michael enjoys spending time with family, trying out different restaurants in the city, and building and collecting mechanical keyboards.

when is the management representation letter prepared

CPA, CGA, Manager

when is the management representation letter prepared

Victor K. Yoshida

Victor was born and raised in Vancouver and obtained his Bachelor of Commerce from the University of British Columbia. He articled with Deloitte & Touche and received his CA designation in 1984. Victor was accepted to the firm’s tax group and went on to complete the Canadian Institute of Chartered Accountants In-Depth Tax course.

Victor specializes in Canadian income tax issues for professional and owner-managed businesses. He has extensive experience with business succession, estate planning, wealth preservation issues, corporate reorganizations, as well as mergers and acquisitions.

Victor was a member of the education committee of the Institute of Chartered Accountants of British Columbia and has held executive positions with various amateur sport organizations.

In his free time, Victor enjoys training for marathons, travelling, and spending time with his family.

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Draft format of Management representation for FY 2020-21

Management representation is a letter issued by a client to the auditor in writing as part of audit evidences. It serves to document management’s representations during the audit, reducing misunderstandings of management’s responsibilities for the financial statements. The main purpose of Management Representation Letter on various matters is to focus the management’s attention on those matters so that the management can specifically address those matters in more detail than would otherwise be the case. However the Auditor needs to understand the limitations of management representations as audit evidence. Getting a Management Representation Letter does not absolve the auditor of its responsibilities. He has to exercise professional care in conducting the audit.

In essence, the letter states that all of the information submitted is accurate, and that all material information has been disclosed to the auditors. The auditors use this letter as part of their audit evidence. The letter also shifts some blame to management, if it turns out that some elements of the audited financial statements do not fairly represent the financial results, financial position, or cash flows of the business. For this reason, the statements that the auditor includes in the letter are quite broad ranging, encompassing every possible area in which management’s failings could lead to the issuance of inaccurate or misleading financial statements.

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Format of Management representation for FY 2020-21

Date: DD/MM/2021

____________________ CO

Chartered Accountants

Address of Firm

Sub: Representation for the purpose of audit for the financial year 20 20-21

This representation letter is provided in connection with your audit of the financial statements of  _______________________ Pvt Ltd   for the year ended 31.03 . 2021 for the purpose of expressing an opinion as to whether the financial statements give a true and fair view of the financial position of  _______________________ Pvt Ltd   , as on 31.03 . 2021 and of the results of operations for the year then ended. We acknowledge our responsibility for preparation of financial statements in accordance with the requirements of the Companies Act, 2013 and recognized accounting policies and practices, including the Accounting Standards issued by the Institute of Chartered Accountants of India.

We confirm, to the best of our knowledge and belief, the following representations;

Accounting Policies

  • The accounting policies which are material or critical in determining the results of operations for the year or financial position is set out in the financial statements are consistent with those adopted in the financial statements for the previous year. The financial statements are prepared on accrual basis except discounts claims and rebates, which cannot be determined with certainty in the respective accounting year.
  • Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable.
  • All events subsequent to the date of the financial statements and for which applicable accounting standards in India require adjustment or disclosure have been adjusted or disclosed.
  • The effects of uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole.
  • We have fulfilled our responsibilities, as set out in the terms of the audit engagement, for the preparation of the financial statements in accordance with Financial Reporting Standards; in particular, the financial statements give a true and fair view in accordance with the applicable accounting standards in India.
  • The company has satisfactory title to all assets.

Fixed Assets

  • After taking into account all capital expenditure on additions thereto, but no expenditure being chargeable to revenue.
  • After eliminating the cost and accumulated depreciation relating to items sold, discarded, demolished or destroyed.
  • After providing adequate depreciation on fixed assets during the period.

Capital Commitments

  • At the balance sheet date, there were no outstanding commitments for capital expenditure.

Investments

  • All the investments shown in the balance sheet are “Long Term Investment’.
  • Long-term quoted investments are valued cost less provision for permanent diminution in their value.
  • Long term unquoted investments are valued at cost.
  • All the investments belong to the entity and they do not include any investments held on behalf of any other persons.
  • The entity has clear title to all of its investments. There are no charges against the investments of the entity except those appearing in the records of the entity.

Inventories

  • Inventories at the year-end consisted of the following:
Raw Materials & consumables0.00
Work-in-Progress0.00
Finished Goods0.00
Other Stock0.00
  • All quantities were determined by actual physical count or weight that was taken under our supervision and in accordance with written instructions, on 31.3.2021.
  • All goods included in the inventory are the property of the entity, and none of the goods are held as consignee for others or as bailee.
  • All inventories owned by the entity, wherever located, have been recorded.
  • Inventories do not include goods sold to customers for which delivery is yet to be made.
  • Inventories have been valued at cost or net-realizable value, whichever is less.
  • In our opinion, there is no excess, slow moving, damaged or obsolete inventories, hence no provision is required to be made.
  • No item of inventories has a net realizable value in the ordinary course of business, which is less than the amount at which it is included in inventories.

Debtors, Loans and Advances

  • The following items appearing in the books as at 31.3.2021 are considered good and fully recoverable.
Trade Receivables 
Considered good0.00
Considered Doubtful0.00
Less : Provision0.00
Net Sundry Debtors
  
Loans and Advances 
Considered good0.00
Considered Doubtful0.00
Less : Provision0.00
Net Loans  & Advances

Liabilities

  • We have recorded all known liabilities in the financial statements except retirement benefits, discounts claims and rebates.
  • We have disclosed in Notes on Accounts all guarantees that, if any we have given to third parties.
  • There are no Contingent Liabilities as on 31.3.2021.

Provisions for Claims and Losses

  • There are no known losses and claims of material amounts for which provision is required to be made.
  • There have been no events subsequent to the balance sheet date which require adjustment of or disclosure in, the financial statements or notes thereto.

Statement of Profit and Loss

  • Transactions of a nature not usually undertaken by the company.
  • Circumstances of an exceptional or non-recurring nature.
  • Charges or credits relating to prior years
  • Changes in accounting policies
  • Loss arising from sale and purchase commitments.
  • Agreements and options to buy back assets previously sold.
  • Assets pledged as collateral.
  • All transactions have been recorded in the accounting records and are reflected in the financial statements.
  • There have been no irregularities involving management or employees who have a significant role in the system of internal control that could have a material effect on the financial statements.
  • The financial statements are free of material misstatements, including omissions.
  • The Company has complied with all aspects of contractual agreements that could have a material effect on the financial statements in the event of non-compliance. There has been no non-compliance with requirements of regulatory authorities that could have a material effect on the financial statements in the event of non-compliance.
  • We have no plans or intentions that may materially affect the carrying value or classification of assets and liabilities reflected in the financial statements.
  • The allocation between capital and revenue has been correctly done and that no items of capital nature have been debited to Statement of Profit & Loss and vice versa.
  • The Cash balance as on 31.3.2021 has been physically verified by the management at Rs. ____________
  • The details of disputed dues in case of GST/VAT/sales tax/ income tax/ customer tax/ excise duty/ cess/PF/ESI which have not been deposited on account of dispute is as under:
Name of StatueNature of the DuesAmount  (Rs.)F. Y. to which the amount relatesForum where dispute is pending
Income Tax  NANANANA
     
  • The company has not defaulted in repayment of dues to financial institution or bank.
  • The company has not given any guarantee for loans taken by others from bank or financial institutions.
  • No personal expenses have been charged to revenue accounts
  • Access to all information of which we are aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
  • Additional information that you have requested from us for the purpose of the audit; and
  • Unrestricted access to persons within the entity from whom you determined it necessary to obtain audit evidence.
  • We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.
  • Management;
  • Employees who have significant roles in internal control; or
  • Others where the fraud could have a material effect on the financial statements.
  • Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of applicable accounting standards in India. We have disclosed to you the identity of the entity’s related parties and all the related party relationships and transactions of which we are aware.
  • The payments covered under section 40A (3) were made by account payee cheques drawn on a bank or account payee bank draft.
  • All the loans, deposits or specified sum exceeding the limit specified in section 269SS/T are accepted or repaid through an account payee cheque or an account payee bank draft.
  • The information regarding applicability of MSMED Act 2006 to the various supplier/parties has not been received from the suppliers. Hence information as required vide clause 22 of chapter V of MSMED Act 2006 is not being given.
  • The loans taken from directors of the company or their relatives are out of their own funds and not any borrowed funds in pursuance of relevant provisions of Companies Act, 2013. Necessary declarations in this behalf have been obtained by the company from them.

By order of the Board

For  ________________________ Pvt Ltd

Director 1 (Name) Director 2 (Name)

DIN : DIN :

Place:- Mumbai

Dated: –

when is the management representation letter prepared

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Audit & Assurance Reporting

In accordance with OMB Circular No. A-136 , Section IV.5., the written representations from the federal entities’ management and accompanying SUM are required for the audits of federal entity financial statements used to compile the Financial Report. Significant entities with a year-end other than September 30 need to provide an MRL to Fiscal Service (see the FY 2024 TFM Year-end Closing Bulletin for due dates). Significant entities that are FASAB and FASB reporters that report on the fiscal or calendar year-end are required to provide the representations shown in the current OMB Audit Bulletin, Section 8 and Appendix E. Federal entities should attach in Excel format a comprehensive SUM that includes uncorrected misstatements from the financial statement audit. Please refer to 4740.20 (SUM Process), guidance in OMB Circular No. A-136, Section IV.5, the current OMB Audit Bulletin, Section 8 (Written Representations from Management), Appendix E (Illustrative Written Representations from Management for the Financial Statements), and the current version of the Financial Audit Manual (FAM), Volume 2, Section 1001.

4740.10—Subsequent Events and MRL Representations

Subsequent events, for the purposes of this section, are events occurring after the written representations from entity management have been signed and the financial statements have been issued and before the date specified by the Department of the Treasury ( Financial Report of the United States Government audit report). These events may include, for example, the enactment of significant legislation or the occurrence of events affecting the realization of assets (such as receivables) or the settlement of estimated liabilities or contingencies (See SFFAS No. 39) where the events would have materially affected the amounts reported in the financial statements or would warrant additional disclosure had the report date been specified by the Department of the Treasury.

The entity head, CFO, or others deemed responsible for significant entity management must email a subsequent events update to OMB, Fiscal Service, the Department of the Treasury (Main), and GAO (see Contacts and the FY 2024 TFM Year-end Closing Bulletin). The notification must indicate which information reported as financial statements, notes, or RSI would be affected by the events and how the information would be affected. If the event requires a new or revised representation, the new or updated representation must be provided. If there are no significant events to report, then the notification must specify that there are “no changes.” Please see the OMB Circular No. A-136 for illustrative statements. Regardless of whether a significant entity reports a subsequent event, the subsequent events notification must state that the entity understands that the subsequent events update will be used by the Department of the Treasury and OMB to prepare the Financial Report and the Financial Report MRL. (See OMB Circular No. A-136, Section IV.6, Written Representation from Management for wording requirements).

4740.20—Summary of Uncorrected Misstatements Process

Significant entities must include a SUM as a part of their financial statement MRL (as stated in Section 4740). Significant entities with a year-end other than September 30 do not have to provide a SUM. The SUM is for federal entities’ current-year Balance Sheet, SNC, SCNP, Statement of Budgetary Resources, Statement of Social Insurance, and SCSIA (if applicable). If there are no uncorrected misstatements, a representation to this effect is required in the MRL .

Federal entities are required to provide the adjusting entries to correct the misstatements. A SUM and adjusting entries must be submitted in the standardized Excel format as shown in the current year version of the FAM . Additionally, as shown in the FAM, the SUM should include both the iron curtain and rollover methods. Further, the adjusting entries should contain the following:

  • A reference to an adjustment number or documentation reference.
  • An indication as to whether management has agreed to record the adjustment in its financial statements.
  • A statement as to whether the uncorrected misstatement is factual, judgmental, or projected.
  • An indication of whether the misstatement is the carryover effect from a prior-year (PY) or a misstatement arising in the current year (CY).
  • A description of the adjustment.
  • An indication of whether each account affected is a federal intra-governmental (F) or a nonfederal public account (N).
  • USSGL account number and account description.
  • The amount of the debit or credit.
  • The line items affected in the consolidated financial statements (Financial Report).

Please refer to the example below for reporting the adjusting entries for the SUM to Fiscal Service.

Media

For additional guidance, see the current OMB Audit Bulletin, Section 8 (Written Representations from Management) and Appendix E (Illustrative Written Representations from Management for the Financial Statements), and OMB Circular No. A-136, revised, on the OMB website and GAO’s current version of the FAM, Volume 1, Section 595C, on the GAO website.

4745.10—Legal Letter Reporting Requirements

Significant entities' General Counsel must prepare interim and final legal counsel responses that describe and evaluate pending or threatened litigation, claims, and assessments in which legal counsel has been engaged and has devoted substantial attention, in the form of legal consultation or representation, on behalf of the entity. When preparing the legal counsel response, a significant entity's General Counsel must also consider unasserted claims and assessments that management considers to be probable of assertion and that, if asserted, would have at least a reasonable possibility of an unfavorable outcome.

All pending and threatened litigation and unasserted claims above the materiality level agreed upon by significant entity management and its auditor, must be reported using the applicable form found on DOJ’s website. When determining the materiality level for the legal counsel response, significant entities and their auditors should set the level sufficiently low so that the cases not included in the legal letter would not be material to the financial statements taken as a whole when aggregated with other items as described in GAO’s FAM , Volume 2, Section 1002.20. Entities should also take the government-wide materiality level in consideration, as to not omit any cases that would be material at the government-wide level. In aggregating cases, the significant entity and the auditor may use two levels of aggregation as discussed in FAM , Volume 2, Section 1002.21. First, similar cases are aggregated, treated as a group, and compared with the individual materiality level. Second, cases not included in the legal letter individually or as part of a group of similar cases are aggregated.

The legal counsel response must categorize cases, including cases to be paid from the Judgment Fund, as having a probable, reasonably possible, remote, or unable to determine chance of a negative outcome for the significant entity, consistent with the American Bar Association’s Statement of Policy Regarding Lawyer’s Responses to Auditor’s Requests for Information (December 1975). When preparing the legal counsel responses, General Counsel should also reference guidance found in OMB Audit Bulletin.

For circumstances where litigation, claims, and assessments are handled by outside counsel, e.g., DOJ, significant entity management, in conjunction with its General Counsel, must consult the lead counsel when assessing the likelihood of loss and estimated amount or range of potential loss for cases included in the significant entities’ legal counsel responses. DOJ prepares an interim and final government-wide legal counsel response based on its review of the litigation, claims, and assessments reported by significant entities that have cases that are material to the Financial Report. Fiscal Service performs a comparison of the “Pending or Threatened Litigation” and “Unasserted Claims and Assessments” forms included in DOJ’s government-wide legal counsel responses to the corresponding forms and the “Management’s Schedule of Information Contained in Legal Counsel Responses for Financial Reporting Purposes” (Management Schedule) included in the legal counsel response packages submitted by significant entities. If Fiscal Service identifies inconsistencies between DOJ’s and a significant entity's assessments of the likelihoods of loss or estimated amounts or ranges of potential loss for these cases, Fiscal Service will collaborate with the significant entity that reported the case to coordinate efforts between the entity and DOJ to resolve the inconsistencies.

In cases that have more than one entity impacted, entities must collaborate with each other on shared cases to ensure appropriate reporting. Responsibility for the case must be allocated among impacted entities to ensure that 100% of the contingency is accounted for.

Using the Management Schedule template found on the GTAS website, significant entity management must prepare an interim and final Management Schedule that summarizes the contingencies included in the legal counsel responses prepared by General Counsel and documents how the information was used in preparing the entity’s financial statements. The following elements on the Management Schedule must agree with General Counsel’s assessments from each supporting legal counsel response form, or in unusual circumstances where they do not agree, an explanation must be provided on the “FS Gwide Mgmt Schd” worksheet in the Management Schedule template:

Management Schedule Element

Litigation

Unasserted Claims and Assessments

Likelihood of loss (probable, reasonably possible, remote, unable to determine)

DOJ’s “Pending or Threatened Litigation” Form, Field 6 – An Evaluation of the Likelihood of an Unfavorable Outcome.

DOJ’s “Unasserted Claims and Assessments” Form, Field 4 – An Evaluation of the Likelihood of an Unfavorable Outcome.

Estimated amount or range of potential loss or indication that estimated amount or range is unknown

DOJ’s “Pending or Threatened Litigation” Form, Field 7 – An Estimate of the Amount or Range of Potential Loss.

DOJ’s “Unasserted Claims and Assessments” Form, Field 5 – An Estimate of the Amount or Range of Potential Loss.

In addition, significant entity management must indicate the accrual or disclosure of each contingency on the Management Schedule as it relates to the preparation of the entity’s financial statements. Contingent liabilities related to pending or threatened litigation and unasserted claims must be recognized and disclosed in accordance with guidance defined in SFFAS No. 5, Accounting for Liabilities of the Federal Government , as amended, which is summarized in the below table.

Likelihood of future outflow or other sacrifice of resources

Loss amount can be reasonably measured

Loss range can be reasonably measured

Loss amount or range cannot be reasonably measured

Future confirming event(s) are more likely than not to occur. For pending or threatened litigation and unasserted claims, the future confirming event(s) are likely to occur.

Accrue the liability. Report on the Balance Sheet and Statement of Net Cost.

Accrue liability of best estimate or minimum amount in loss range if there is no best estimate, and disclose nature of contingency and range of estimated liability.

Disclose nature of contingency and include a statement that an estimate cannot be made.

Possibility of future confirming event(s) occurring is more than remote but less than probable.

Disclose nature of contingency and estimated amount.

Disclose nature of contingency and estimated loss range.

Disclose nature of contingency and include a statement that an estimate cannot be made.

Possibility of future event(s) occurring is slight.

No action is required.

No action is required.

No action is required.

* The financial reporting treatment for cases where the likelihood of future outflow or other sacrifice of resources is assessed as “unable to determine” should be consistent with the disclosure requirements for reasonably possible cases.

When evaluating the likelihood of loss for contingent liabilities, significant entities should avoid excessive and misuse of the “unable to determine” assessment. The “unable to determine” likelihood of loss should only be used to categorize cases for which the General Counsel is unable to express an opinion due to inherent uncertainties that may result from the lack of adequate information. The financial reporting treatment for cases assessed as “unable to determine” should be consistent with the disclosure requirements for reasonably possible cases. Fiscal Service will require significant entities with five or more “unable to determine” case assessments to provide written documentation of their internal processes for using this assessment when evaluating legal cases.

When evaluating the estimated amounts or ranges of potential loss for litigation, claims, and assessments, significant entities that use the claim amount as an estimated loss should ensure that an analysis has been performed that supports the determination that the claim amount is the best estimate of loss. Significant entities are encouraged to review guidance defined in SFFAS No. 5, paragraphs 38-41, as well as the American Bar Association’s Statement of Policy Regarding Lawyer’s Responses to Auditor’s Requests for Information (December 1975).

Significant entity Inspector Generals (IGs) must submit an interim and final legal counsel response prepared and signed by General Counsel, as well as an interim and final Management Schedule prepared by management via email to Fiscal Service, DOJ, and GAO (see the FY 2024 TFM Year-end Closing Bulletin for due dates). Legal counsel responses and the related Management Schedules are considered "Sensitive but Unclassified" and should not be uploaded on MAX.gov . The interim Management Schedule should represent information as of June 30 and the final legal counsel response must include all existing, pending, or threatened litigation and unasserted claims as of September 30 . Only Management Schedules as of these dates should be submitted in order to remain consistent with the reporting period. To limit the number of emails required to complete the legal counsel response package submission, legal counsel response files must be combined into a single file PDF, (i.e., avoid including a separate PDF file for each case), and submitted via email. Management Schedules must be submitted in Excel format using the template provided by Fiscal Service. If the significant entity IG does not use the template provided by Fiscal Service, then the significant entity management must provide the additional details required to support the compilation of the consolidated Financial Report by preparing the template provided by Fiscal Service for each legal case in Excel format. Fiscal Service will accept this in Excel format as a separate submission, with the same due date as the previously mentioned legal counsel response package. Significant entities must provide contact information for entity representatives who are available to assist Fiscal Service with inquiries related to legal counsel response package submissions. Since significant entity's management, General Counsel, and IGs are involved in the preparation of the legal counsel response package, please provide contact information for each, or indicate that the contact(s) provided serves as sufficient representation for all areas. Federal entity participation in this collaboration process will be measured on the entity’s year-end Financial Report (FR) and Intra-governmental Transaction (IGT) Scorecard for the current FY.

The Export-Import Bank of the U.S., Smithsonian Institution, National Railroad Retirement Investment Trust, and calendar year-end federal entities (Farm Credit System Insurance Corporation, Federal Deposit Insurance Corporation, and National Credit Union Administration) are not required to submit an interim legal counsel response and Management Schedule. These significant entities' IGs, or management where applicable, are only required to submit a final legal counsel response and Management Schedule.

To ensure accurate and complete financial reporting and disclosures of contingent liabilities in the Financial Report, Fiscal Service will review significant entities’ legal counsel response and Management Schedule submissions to confirm contingencies detailed in the legal counsel response have been appropriately summarized on the Management Schedule and reported and disclosed in the entity’s financial statements in accordance with requirements in SFFAS No. 5, as amended. Significant entities must provide explanations for inconsistencies between the legal counsel response, Management Schedule, and the reporting of contingent liabilities in the financial statements on the “FS Gwide Mgmt Schd” worksheet in the Management Schedule template. Significant entities are required to reconcile the Management Schedule totals to the amounts reported in the entities’ financial statement on the “Recon-MS to Fin Stmts” worksheet in the Management Schedule template. An explanation for variances identified must be provided. Fiscal Service will follow up on any discrepancies identified in its analysis that have not been explained or justified by the significant entity.

4745.20—Other Required Information for Legal Counsel Responses

Significant entity IGs, or significant entity management for some federal entities, must provide GAO, DOJ, and Fiscal Service information relating to subsequent events that resulted in a change in the likelihood of loss or the estimated amount or range of potential loss, or both , from the effective date of the final legal counsel response through a date to be determined. All significant entity IGs, or significant entity management for some federal entities, must submit details of the subsequent events via email to GAO, DOJ, and Fiscal Service (Please see the FY 2024 TFM Year-end Closing Bulletin for all legal counsel response due dates).

Subsequent event information is based on the significant entity’s materiality threshold. For additional guidance, see the current OMB Audit Bulletin, and OMB Circular No. A-136, revised, on the OMB website.

Contact Us: Bureau of the Fiscal Service

Direct inquiries and deliver documents required by this chapter to:

Department of the Treasury  Bureau of the Fiscal Service  Financial Reports Division  [email protected]

Also, deliver documents required by this chapter to:

Carolyn Voltz, CPA  Government Accountability Office  [email protected]

Carol S. Johnson, Policy Analyst  Office of Management and Budget  Office of Federal Financial Management  [email protected]   MAX.gov

Scott Bell, Senior Staff Accountant  Department of the Treasury  Office of the Fiscal Assistant Secretary  [email protected]

Legal Counsel Responses:

Department of Justice  [email protected]

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Format of Management Representation Letter (MRL) for Audit

In this article author has shared the format of the Management Representation Letter or Written Representation (MRL/WR)  to be obtained from the management during various professional engagements:

M/s XYZ & Co.

Gurgaon, Haryana

Sub: Management Representation in course of Statutory Audit for F.Y. 2021-22 .

This representation letter is provided in connection with your audit of the financial statements of M/s Private Limited, Delhi for the year ended March 31, 20XX  for the purpose of expressing an opinion as to whether the financial statements are presented fairly, in all material respects, (or give a true and fair view) in accordance with the applicable accounting standards in India.

We confirm that (to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves):

Financial Statements

  • We have fulfilled our responsibilities, as set out in the terms of the audit engagement, for the preparation of the financial statements in accordance with Financial Reporting Standards; in particular the financial statements are fairly presented (or give a true and fair view) in accordance with the applicable accounting standards in India.
  • Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable.
  • Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of applicable accounting standards in India.
  • All events subsequent to the date of the financial statements and for which applicable accounting standards in India require adjustment or disclosure have been adjusted or disclosed.
  • The effects of uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole.

Information Provided

  • We have provided you with:

Access to all information of which we are aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;

Additional information that you have requested from us for the purpose of the audit; and

Unrestricted access to persons within the entity from whom you determined it necessary to obtain audit evidence.

  • All transactions have been recorded in the accounting records and are reflected in the financial statements.
  • We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.
  • We have disclosed to you all information in relation to fraud or suspected fraud that we are aware of and that affects the entity and involves:

Management;

Employees who have significant roles in internal control; or

Others where the fraud could have a material effect on the financial statements.

  • We have disclosed to you all information in relation to allegations of fraud, or suspected fraud, affecting the entity’s financial statements communicated by employees, former employees, analysts, regulators or others.
  • We have disclosed to you all known instances of non-compliance or suspected non-compliance with laws and regulations whose effects should be considered when preparing financial statements.
  • We have disclosed to you the identity of the entity’s related parties and all the related party relationships and transactions of which we are aware.

For and on Behalf Board of Directors

For any inquiry you may write us on:  [email protected]

Disclaimer:  The information provided by the author in the article is for general informational purposes only. All information provided is in the good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information in the article.

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Name: CA. Ramanujan Sharma

Qualification: ca in practice, company: n k r s and co. (chartered accountants), location: gurugram, haryana, india, member since: 25 apr 2022 | total posts: 18, my published posts, join taxguru’s network for latest updates on income tax, gst, company law, corporate laws and other related subjects..

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Financial Statement Review Management Representation Letter (What is it?)

The financial statement review management representation letter is designed to complete managements responsibilities in the review. The letter is signed at the end of the engagement and is dated at the time of the review report. The management representation letter has three basic parts, the introduction, statements about the financials and declarations on the information management has provided.

Care should be taken in producing this letter. It contains many items that if left out, increase liability on the CPA. In addition, the standards of SSARS (Statements on Standards for Accounting and Review) require certain elements to be included.

Also, please review our Ultimate Guide to Financial Statement Review and Compilation for information on the review process from beginning to end.

If you need help with a financial statement review or audit, contact me now!

The Introduction

This section lays out the basis of the representations. Management states what has been performed, the review. They also state that matters are generally limited to items that are material in nature. The following is the standard wording provided by the American Institute of Certified Public Accountants (AICPA ).

This representation letter is provided in connection with your review of the financial statements of ABC Company, which comprise the balance sheets as of December 31, 20X2 and 20X1, and the related statements of income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the financial statements, for the purpose of obtaining limited assurance as a basis for reporting whether you are aware of any material modifications that should be made to the financial statements in order for the statements to be in accordance with accounting principles generally accepted in the United States of America.

Certain representations in this letter are described as being limited to matters that are material. Items are considered material, regardless of size, if they involve an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.

Statements About the Financials

This is one of the two sections of the document that contain the meat. In this section management takes responsibility for a number of things, it covers fair presentation according to GAAP, responsibility for internal controls and more. The following is a section form the AICPA approved wording.

  • We acknowledge our responsibility and have fulfilled our responsibilities for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America.
  • We acknowledge our responsibility and have fulfilled our responsibilities for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
  • We acknowledge our responsibility for the design, implementation, and maintenance of internal control to prevent and detect fraud.
  • Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable.
  • Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of accounting principles generally accepted in the United States of America.
  • Guarantees, whether written or oral, under which the company is contingently liable have been properly accounted for and disclosed in accordance with the requirements of accounting principles generally accepted in the United States of America.
  • Significant estimates and material concentrations known to management that are required to be disclosed in accordance with FASB Accounting Standards Codification (ASC) 275, Risks and Uncertainties, have been properly accounted for and disclosed in accordance with the requirements of accounting principles generally accepted in the United States of America.
  • All events occurring subsequent to the date of the financial statements and for which accounting principles generally accepted in the United States of America requires adjustment or disclosure have been properly accounted for.
  • The effects of uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole.
  • The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with accounting principles generally accepted in the United States of America.

Declaration of the Information Provided

Finally, management states certain things about the information it has provided during the engagement. Things such as: We have responded fully and truthfully to all inquiries made to us by you during your review.

We have provided you with:

  • access to all information, of which we are aware, that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, and other matters
  • minutes of meetings of stockholders, directors, and committees of directors or summaries of actions of recent meetings for which minutes have not yet been prepared; additional information that you have requested from us for the purpose of the review; and unrestricted access to persons within the entity from whom you determined it necessary to obtain review evidence.
  • All transactions have been recorded in the accounting records and are reflected in the financial statements.
  • We have [no knowledge of any] [disclosed to you all information that we are aware of regarding] fraud or suspected fraud that affects the entity and involves
  • management, employees who have significant roles in internal control, or others when the fraud could have a material effect on the financial statements.
  • We have [no knowledge of any] [disclosed to you all information that we are aware of regarding] allegations of fraud, or suspected fraud, affecting the entity’s financial statements as a whole communicated by employees, former employees, analysts, regulators, or others.
  • We have no plans or intentions that may materially affect the carrying amounts or classification of assets and liabilities.
  • We have disclosed to you all known instances of noncompliance or suspected noncompliance with laws or regulations whose effects should be considered when preparing financial statements.
  • We [have disclosed to you all known actual or possible] [are not aware of any pending or threatened] litigation and claims whose effects should be considered when preparing the financial statements [and we have not consulted legal counsel concerning litigation or claims]
  • We have disclosed to you any other material liabilities or gain or loss contingencies that are required to be accrued or disclosed by FASB ASC 450, Contingencies.
  • We have disclosed to you the identity of the entity’s related parties and all the related party relationships and transactions of which we are aware.
  • We have disclosed to you all information relevant to the use of the going concern assumption in the financial statements.
  • No material losses exist (such as from obsolete inventory or purchase or sale commitments) that have not been properly accrued or disclosed in the financial statements.
  • The company has satisfactory title to all owned assets, and no liens or encumbrances on such assets exist, nor has any asset been pledged as collateral, except as disclosed to you and reported in the financial statements. We have complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.
  • We are in agreement with the adjusting journal entries that you have recommended, and they have been posted to the company’s accounts (if applicable).

In total the management representation letter sums up the company responsibilities for the engagement. It outlines the various factors taken into account during a review or audit. Care should be used when preparing this letter to assure it is in compliance with accounting regulations. Below is a link to a properly formatted financial statement review management representation letter.

Sample Management Representation Letter

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Management Representation Letter (MRL) for Audit

CA Ramanujan Sharma

In this article, the author has shared the format of the Management Representation Letter or Written Representation (MRL/WR)  to be obtained from the management during various professional engagements:

M/s XYZ & Co. Gurgaon, Haryana

Sub: Management Representation in course of Statutory Audit for F.Y. 2021-22 .

This representation letter is provided in connection with your audit of the financial statements of M/s Private Limited, Delhi for the year ended March 31, 20XX  for the purpose of expressing an opinion as to whether the financial statements are presented fairly, in all material respects, (or give a true and fair view) in accordance with the applicable accounting standards in India.

We confirm that (to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves):

Management Representation Letter (MRL) for Audit

Financial Statements

  • We have fulfilled our responsibilities, as set out in the terms of the audit engagement, for the preparation of the financial statements in accordance with Financial Reporting Standards; in particular the financial statements are fairly presented (or give a true and fair view) in accordance with the applicable accounting standards in India.
  • Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable.
  • Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of applicable accounting standards in India.
  • All events subsequent to the date of the financial statements and for which applicable accounting standards in India require adjustment or disclosure have been adjusted or disclosed.
  • The effects of uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole.

Information Provided

  • We have provided you with:

Access to all information of which we are aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;

Additional information that you have requested from us for the purpose of the audit; and

Unrestricted access to persons within the entity from whom you determined it necessary to obtain audit evidence.

  • All transactions have been recorded in the accounting records and are reflected in the financial statements.
  • We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.
  • We have disclosed to you all information in relation to fraud or suspected fraud that we are aware of and that affects the entity and involves:

Management;

Employees who have significant roles in internal control; or

Others where the fraud could have a material effect on the financial statements.

  • We have disclosed to you all information in relation to allegations of fraud, or suspected fraud, affecting the entity’s financial statements communicated by employees, former employees, analysts, regulators or others.
  • We have disclosed to you all known instances of non-compliance or suspected non-compliance with laws and regulations whose effects should be considered when preparing financial statements.
  • We have disclosed to you the identity of the entity’s related parties and all the related party relationships and transactions of which we are aware.

For and on Behalf Board of Directors

Director (DIN:) Date: Place:

The author can also be reached at [email protected]

Disclaimer:  The information provided by the author in the article is for general informational purposes only. All information provided is in the good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information in the article.

Published by

CA Ramanujan Sharma (Proprietor) Category Audit   Report

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COMMENTS

  1. AS 2805: Management Representations

    Appendix A - Illustrative Management Representation Letter.16 . 1. The following letter, which relates to an audit of financial statements prepared in conformity with generally accepted accounting principles, is presented for illustrative purposes only. The introductory paragraph should specify the financial statements and periods covered by ...

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    Management Representations 1941 AU Section 333 Management Representations (Supersedes SAS No. 19.) Source: SAS No. 85; SAS No. 89; SAS No. 99; SAS No. 113. ... 2 An illustrative representation letter from management is contained in paragraph .16 of ap-pendix A, "Illustrative Management Representation Letter".

  4. Management representation letter definition

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  5. What is a Management Representation Letter?

    Management representation refers to written confirmation provided by management of an entity to the auditors regarding the accuracy and completeness of financial statements and adequacy of internal controls. The management representation letter is a key audit evidence prepared at the completion of the audit process.

  6. PDF ready to sit paper f8?

    A management representation letter is addressed to the directors of a company, and is written by the auditors of that company at a time towards the end of the audit. The letter contains information ... prepared by management to ensure that the company has sufficient cash to continue trading. Option B

  7. Management Representation Letters

    MANAGEMENT REPRESENTATION LETTERS. AUDIT. AND ASSURANCE FACULTY. TECHNICAL RELEASE 04/02AAF. ORY NOTELast updated 27 Mar 2018This guidance was issued by the Audit and Assurance Faculty of the Institute of Chartered Accountants in England and Wales in Novemb. r 2002 and updated in March 2018.The purpose of this guidance is to remind auditors of ...

  8. Demystifying ISA 580: Management Representation Letters in Auditing

    5. Various Forms of Written Representation. Management Representation can assume various formats, including: 5.1. A straightforward representation provided by management. 5.2. A letter authored by auditors delineating their understanding of management's representation, an acknowledgment of which is sought and obtained from management. 5.3.

  9. Management Representation Letter: Format, Content, Signature

    A management representation letter is a form letter written by a company's external auditors, which is signed by senior company management. The letter attests to the accuracy of the financial statements that the company has submitted to the auditors for their analysis. ... This information is stated in an engagement letter, which is prepared ...

  10. What is a Management Representation Letter?

    This letter is part of the audit process and it's typically required at the end of an audit engagement. The purpose of a Management Representation Letter is to confirm the accuracy and completeness of the information that management has provided to the auditors. It's a formal acknowledgement that the financial statements and other related ...

  11. What are Management Representation Letters?

    In the world of assurance engagements, a management representation letter is a formal document that represents management's agreement with the financial statements that are being audited or reviewed. This letter is a critical part of the assurance engagement process and is required by the auditor or reviewer as evidence that management ...

  12. Draft format of Management representation for FY 2020-21

    Management representation is a letter issued by a client to the auditor in writing as part of audit evidences. It serves to document management's representations during the audit, reducing misunderstandings of management's responsibilities for the financial statements. ... The financial statements are prepared on accrual basis except ...

  13. Audit & Assurance Reporting

    Section 4740—Management Representation Letter (MRL) , Section IV.5., the written representations from the federal entities' management and accompanying SUM are required for the audits of federal entity financial statements used to compile the Financial Report. Significant entities with a year-end other than September 30 need to provide an ...

  14. PDF Written Representations

    AU-C Section 580

  15. Format of Management Representation Letter (MRL) for Audit

    Format of Management Representation Letter (MRL) for Audit

  16. PDF Management Representation Letter—For Profit Entities

    representations made to you during your audit. FINANCIAL STATEMENTS 1. We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated DATE OF ENGAGEMENT LETTER. 2. The financial statements referred to above are fairly presented in conformity U.S. GAAP. 3.

  17. PDF Management Representations

    Basic Elements of a Management Representation Letter .13 When requesting a management representation letter, the auditor would request that it be addressed to the auditor, contain specified information and be appropriately dated and signed. .14 A management representation letter would ordinarily be dated the same date as the audit report.

  18. Management Representation Letter Definition

    Management Representation Letter. A letter the auditor is required to obtain from management at the conclusion of fieldwork, confirming representations explicitly or implicitly given to the auditor, indicating and documenting the continuing appropriateness of such representations, and reducing the possibility of misunderstanding regarding the representations.

  19. Financial Statement Review Management Representation Letter

    The financial statement review management representation letter is designed to complete managements responsibilities in the review. The letter is signed at the end of the engagement and is dated at the time of the review report. The management representation letter has three basic parts, the introduction, statements about the financials and ...

  20. PDF What is a Representation Letter

    Summary. • Required by auditing and accounting standards. • Clarifies to the best of management's/board's knowledge that the statements are correct. • Must be signed by those governing and managing an association. • Notifies the CPA the final audit can be issued. In More Detail. Please reference the attached sample representation ...

  21. PDF SINGAPORE STANDARD SSA 580 ON AUDITING

    Basic Elements of a Management Representation Letter 12. When requesting a management representation letter, the auditor would request that it be addressed to the auditor, contain specified information and be appropriately dated and signed. 13. A management representation letter would ordinarily be dated the same date as the auditor's

  22. DOCX Representation Letter (Management and Those Charged with Governance

    Representations from those charged with governance (TCWG) support the Representation Letter prepared by management. Representations are sought from TCWG as they have knowledge and insights of the organisation beyond those generally available from management and may therefore possess information relevant to the completeness of the financial ...

  23. Management Representation Letter (MRL) for Audit

    To, Sub: Management Representation in course of Statutory Audit for F.Y. 2021-22. This representation letter is provided in connection with your audit of the financial statements of M/s Private Limited, Delhi for the year ended March 31, 20XX for the purpose of expressing an opinion as to whether the financial statements are presented fairly ...