Keep it Private: SOX Compliance and Private Companies

Introduction: The Sarbanes-Oxley Act of 2002 (SOX) is often perceived as applicable only to large publicly held corporations. However, smaller privately held companies should also consider the implications of SOX compliance. While the financial reporting aspects may not directly apply to them, certain sections of the act encompass data management, reporting, and security. This article explores the relevance of SOX compliance for private companies, focusing on Sections 302 and 404, the value-add of compliance, and the role of GRC platforms.

Sections 302 and 404 Can Apply To Privately Held Companies

  • Section 302: Although primarily related to financial reporting, it emphasizes the importance of internal controls for electronic storage of financial information.
  • Section 404: Requires private businesses to conduct an annual audit of internal controls related to accounting and financials.

The Impact on Privately Held Companies

  • Indirect Application: While these sections do not explicitly target privately held companies, compliance with them is often necessary for competitive positioning within the technology industry, which is peer-driven.
  • Customer Perception: If competitors are SOX compliant, customers may view compliance as a key differentiator.

SOX Compliance as Value-Add

  • Protiviti Survey Report: According to a survey report by Protiviti, understanding the costs and benefits of SOX compliance is crucial. The report indicates that compliance involves a front-loaded investment, but moderate or significant improvements are observed after year three.
  • Positive Ripple Effect: Employing best practices, such as automating key controls, can have a positive impact on the entire company, as noted by Protiviti.

Using a GRC Platform

  • Streamlining Compliance: Implementing a Governance, Risk, and Compliance (GRC) software like ZenGRC can aid in documenting and automating key controls.
  • Continuous Updates: ZenGRC offers a comprehensive library of best practices and strategies, constantly updated to support a formal SOX compliance program.
  • Reduced Time Investment: Leveraging the individualization provided by the library of best practices, companies can minimize the upfront human capital required for compliance.

Investing in Compliance Software Tools

  • Best Business Practice: Many privately-held companies adopt SOX compliance as a way to stay competitive in a peer-driven market and enhance overall business practices.
  • Cutting Down Upfront Human Capital: Investing in compliance software tools, such as ZenGRC, allows companies to streamline their compliance decisions and reduce the initial time investment.

In conclusion, even though the financial reporting aspects of SOX may not directly apply to privately held companies, it is essential for them to consider sections 302 and 404, as well as the competitive landscape shaped by peer-driven industries. Understanding the value-add of SOX compliance and utilizing GRC platforms can help these companies effectively navigate compliance requirements while staying competitive in their respective markets.

Additional Resources

Websites and Online Resources:

  1. U.S. Securities and Exchange Commission (SEC) – Sarbanes-Oxley Act – The official website of the SEC provides an overview of the Sarbanes-Oxley Act, its provisions, and guidance for compliance.
  2. Protiviti – Understanding the Costs and Benefits of SOX Compliance – A comprehensive survey report by Protiviti that delves into the costs, benefits, and long-term value of SOX compliance for organizations.


  1. “Sarbanes-Oxley for Small Businesses” by Peggy Jackson – This book focuses on helping small businesses understand and implement SOX compliance measures tailored to their specific needs and challenges.
  2. “Implementing the IT Balanced Scorecard: Aligning IT with Corporate Strategy” by Jessica Keyes – While not solely dedicated to SOX compliance, this book offers valuable insights into aligning IT practices, controls, and performance measurement with overall corporate strategy, which is crucial for SOX compliance.

Academic Journals and Research Papers:

  1. “Sarbanes-Oxley Compliance and the Cost of Debt” by Ryan J. Wilson – This research paper examines the impact of SOX compliance on the cost of debt for privately held companies and provides insights into the financial implications of compliance efforts.
  2. “The Effect of Internal Control Deficiencies on the Cost of Debt: Evidence from SOX 404 Disclosures” by Yen H. Tong et al. – This academic paper explores the relationship between internal control deficiencies, as disclosed under SOX Section 404, and the cost of debt for publicly traded companies.

Reports and Studies:

  1. Deloitte – SOX Compliance in Privately Held Companies – Deloitte’s report provides an in-depth analysis of the challenges, considerations, and best practices for privately held companies seeking to achieve SOX compliance.
  2. PwC – The Impact of SOX Compliance on Private Companies – PwC’s study examines the impact of SOX compliance on private companies, highlighting key findings and insights from interviews with executives and board members.

Professional Organizations and Associations:

  1. The Institute of Internal Auditors (IIA) – The IIA offers resources, guidance, and industry insights on internal auditing, risk management, and compliance, including SOX compliance.
  2. Financial Executives International (FEI) – FEI provides educational resources, research, and networking opportunities for financial executives, offering valuable insights into various aspects of corporate governance, including SOX compliance.