What it is
PCAOB AS 2805 requires written representations from management on all financial statements and periods covered by the auditor’s report, and AS 2201 adds representations for the internal control audit.
This letter follows the matters in AS 2805 (financial statements, completeness of information, recognition, measurement and disclosure, subsequent events), adds the internal control section, and attaches a table for uncorrected misstatements.
When to use it
- Integrated audits of issuers.
- Financial statement audits of issuers where internal control is not audited.
- When the existing letter needs to be compared with AS 2805.
What’s inside
- Financial statement and completeness representations
- Fraud, estimates, related party, contingency and title representations
- Internal control representations from AS 2201.75
- Summary of uncorrected misstatements and drafting reminders
Standard cited
This template follows AS 2805 / AS 2201. It is written in our own words, except for phrases the standard requires the document to contain, with [bracketed placeholders] for client details, amounts in USD and dates as MM/DD/YYYY. Check it against the current standard and your firm’s methodology before use.
Questions
Who signs and when is it dated?
The letter is dated as of the auditor’s report date and signed by the people with overall responsibility for financial and operating matters, normally the chief executive officer and chief financial officer (AS 2805).
What if management will not sign?
AS 2805 treats refusal as a scope limitation sufficient to preclude an unqualified opinion, and ordinarily sufficient to cause a disclaimer or withdrawal.
Related templates
- Management Representation Letter (AU-C 580)
- Updating Management Representation Letter (Bring-Down)
- Audit Planning Memo: PCAOB Integrated Audit
- Summary of Uncorrected Misstatements (AU-C 450)
Last updated 11/06/2026. All free templates.