Auditor Comfort Letter
Image credit: Piqsels

Role of Auditor’s Comfort Letter in Securities Offerings

Delivery of the Comfort Letter

Auditors Preparing Comfort Letter
Photo by KOBU Agency on Unsplash

Protection from Securities Liability

  • Section 11 of the Securities Act of 1933
  • Section 12(a)(2) of the Securities Act of 1933
  • Rule 10b-5 of the Securities Exchange Act of 1934

Contents of the Comfort Letter

  • Name and addresses of the underwriters
  • A statement regarding the independence of the auditors
  • A statement that the company’s audited financial statements comply with accounting rules under the Securities Act of 1933
  • Negative assurance with regard to the company’s unaudited interim financial statements
  • Details on the specific auditing procedures undertaken and the conclusions reached

A Comfort Letter Has Different Levels

Tick-and-Tie Comfort



Get the Medium app

A button that says 'Download on the App Store', and if clicked it will lead you to the iOS App store
A button that says 'Get it on, Google Play', and if clicked it will lead you to the Google Play store
Carpenter Wellington PLLC

Carpenter Wellington PLLC


Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.