# Comfort letter: underwriter letters versus lender requests

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By [Arthur Teboul](/authors/arthur-teboul), Founder, DokuTrak. Published 2026-10-28, updated 2026-10-28.

> **In brief:** A comfort letter is a letter from a company’s auditors to the underwriters of a securities offering, reporting procedures on financial information so the underwriters can show they made a reasonable investigation ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). Lenders also use the term for a CPA letter about a borrower, which is a different request that CPAs answer with facts only.

## The letter: Reply to a lender asking for a comfort letter

**Not advice.** This page is general information, not tax, legal or HR advice. Rules change: check the cited source and ask your own professional before you rely on it. Last reviewed October 25, 2026.

Send this when a lender asks you to confirm a borrower’s income, solvency or ability to repay. It declines the assurance, explains why in one paragraph, and offers what you can provide. Send nothing about the client until the client has signed a consent to disclose.

```text
[Firm letterhead]
[Date]
[Lender name]
Attn: [Loan officer or underwriter]
Re: Request for a comfort letter, [Borrower name], loan [number]

Dear [Name],

Thank you
Thank you for your request of [date] for a comfort letter about our client, [Borrower name]. We want to help this application move forward and have set out below what we can provide.

What we cannot sign
Professional standards for CPAs prohibit us from giving any form of assurance that a person or business is solvent, will remain solvent or can make debt payments. For the same reason, we cannot state that income is accurate or verified, or that withdrawing funds will not affect the business. Our return work relies on information the client provides and is not an audit.

What we can provide
With [Borrower name]’s written consent, we can: (1) confirm in writing that we prepared the client’s federal income tax returns for [years] and the dates they were filed; (2) state facts we know from those returns, such as the business reported on Schedule C or Schedule K-1; and (3) send copies of the returns as filed.

Further options (optional)
If you need more than facts, a separate engagement is possible, such as a compilation or review of financial statements or agreed-upon procedures that you specify. None of these would include a statement on solvency.

Consent
We will send nothing about [Borrower name] until we receive the client’s signed consent naming you as recipient. We have asked the client for it today.

Next step
Please tell us which of the items above meets your file requirements, or send the specific facts you need confirmed, and we will reply within [number] business days of receiving the consent.

Sincerely,
[CPA name], CPA
[Firm name]
License: [State] [number]
cc: [Borrower name]
```

Download: [Word](https://dokutrak.com/downloads/pseo-v2/f4-letters/comfort-letter.docx) · [PDF](https://dokutrak.com/downloads/pseo-v2/f4-letters/comfort-letter.pdf)

## Three things called a comfort letter

The word covers three documents with different authors and different rules. Answer the right one before you draft anything. For example, in commercial lending, a **letter of comfort** is a note from a parent company or bank about a borrower. No CPA standard covers it.

| Meaning | Who writes it | Rule that governs it |
| --- | --- | --- |
| Letter for underwriters in a securities offering | The issuer’s independent auditors | AU-C 920 for nonissuers; AS 6101 for SEC issuers ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)) |
| Letter of comfort in commercial lending | A parent company or bank | No accounting standard; its effect depends on its wording and governing law |
| CPA letter to a lender about a borrower | The borrower’s CPA | Attestation standards and Section 7216 ([The Tax Adviser (AICPA), “Third-party verification requests,” Sept. 2018](https://www.thetaxadviser.com/issues/2018/sep/third-party-verification-requests/)) |

## Why underwriters ask for one

Section 11 of the Securities Act can make underwriters liable when a registration statement is wrong or leaves out a key fact ([15 U.S.C. 77k, Securities Act of 1933, section 11](https://www.law.cornell.edu/uscode/text/15/77k)). It also gives them a defense if they made a reasonable investigation ([15 U.S.C. 77k, Securities Act of 1933, section 11](https://www.law.cornell.edu/uscode/text/15/77k)).

A **comfort letter** is one of the tools underwriters use to show that investigation ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). For a company that is not an SEC issuer, the AICPA rule is AU-C 920. SAS No. 129 amended it for letters issued on or after December 15, 2014 ([Journal of Accountancy (AICPA), “ASB issues SAS No. 129 to amend letters for underwriters auditing standard,” July 2014](https://www.journalofaccountancy.com/news/2014/jul/201410597/)).

The letter is addressed only to the client and the named underwriters, or the named intermediary, never to “any underwriters to be selected” ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). Its procedures run to a **cutoff date** set in the underwriting agreement, and the auditors take no duty to update it for events after that date ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).

Other parties can get one only in set cases. A party with a section 11 defense needs a law firm to confirm that defense to the auditors in writing ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). Another dealer or intermediary signs a representation letter to the auditors, stating that its review is “substantially consistent with the due diligence review process” it would run in a registered offering ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).

## What an underwriter comfort letter covers

The standard lists the topics ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). A letter covers some or all of them, as the underwriting deal requires:

- The auditors’ independence ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).
- Whether the audited statements meet SEC accounting rules as to form ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).
- Unaudited interim figures, with negative assurance only after a review under AS 4105 ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).
- Pro forma figures, and changes in key items since the latest statements, up to the cutoff date ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).
- Tables and statistics in the filing, such as amounts the auditors traced to the records ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).

## The 135-day limit on negative assurance

**Negative assurance** is a statement that nothing came to the auditors’ attention that suggests a problem. On later changes, auditors may give it only up to a date less than 135 days after the latest audited or reviewed period ends ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).

At 135 days or more, the auditors may only report the procedures performed and their findings ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). For example, after a December 31 audit, negative assurance runs to May 14 ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)). This is the AS 6101 rule; check AU-C 920 for the nonissuer wording.

## When a lender asks you for a “comfort letter”

Here the lender really wants to hear that the borrower can pay. The AT-C 9105 interpretation bars a CPA from giving any assurance on solvency or on the ability to make debt payments ([The Tax Adviser (AICPA), “Third-party verification requests,” Sept. 2018](https://www.thetaxadviser.com/issues/2018/sep/third-party-verification-requests/)).

You can offer three things instead. First, facts you know, with the client’s written consent. Second, copies of the filed returns. Third, a separate engagement, such as a review or agreed-upon procedures, that says nothing on solvency ([The Tax Adviser (AICPA), “Third-party verification requests,” Sept. 2018](https://www.thetaxadviser.com/issues/2018/sep/third-party-verification-requests/)). The AICPA also has a lender comfort-letter resource with an example ([AICPA & CIMA: CPA comfort letter to lenders and third-party verifications](https://www.aicpa-cima.com/resources/article/cpa-comfort-letter-to-lenders-and-third-party-verifications)).

Lenders rarely know these standards, so explain them once, politely. The reply below does that. For a facts-only letter, use the CPA letter template.

## Questions people ask

### What is the 135-day rule for comfort letters?

Auditors may give negative assurance on subsequent changes only up to 135 days after the end of the latest audited or reviewed period; after that, they report procedures and findings only ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)).

### Can a CPA write a comfort letter for a mortgage?

A CPA can write a facts-only letter with client consent, but cannot give assurance that the borrower is solvent or can make the payments ([The Tax Adviser (AICPA), “Third-party verification requests,” Sept. 2018](https://www.thetaxadviser.com/issues/2018/sep/third-party-verification-requests/)).

### Is a letter of comfort from a parent company binding?

It depends on its wording and the governing law. It is a statement from the parent, not a CPA or audit document, so CPA standards do not apply to it.

### Is there an AICPA comfort letter template?

For issuers, AS 6101 includes example letters ([PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101)); AU-C 920, the nonissuer standard, sits in AICPA Professional Standards. For lender requests, the AICPA offers a resource with an example letter to anyone with a free account ([AICPA & CIMA: CPA comfort letter to lenders and third-party verifications](https://www.aicpa-cima.com/resources/article/cpa-comfort-letter-to-lenders-and-third-party-verifications)).

## Sources

- [PCAOB AS 6101, Letters for Underwriters and Certain Other Requesting Parties](https://pcaobus.org/oversight/standards/auditing-standards/details/AS6101): Comfort letters help underwriters build a reasonable-investigation record under section 11; the standard limits the addressees, ties procedures to a cutoff date, sets the representation letter other parties sign, allows negative assurance on interim figures only after an AS 4105 review, and sets the 135-day limit.
- [15 U.S.C. 77k, Securities Act of 1933, section 11](https://www.law.cornell.edu/uscode/text/15/77k): Section 11 makes underwriters, among others, liable for a misleading registration statement, with a defense for those who made a reasonable investigation.
- [Journal of Accountancy (AICPA), “ASB issues SAS No. 129 to amend letters for underwriters auditing standard,” July 2014](https://www.journalofaccountancy.com/news/2014/jul/201410597/): AU-C 920, Letters for Underwriters and Certain Other Requesting Parties, was amended by SAS No. 129, effective for comfort letters issued on or after Dec. 15, 2014.
- [The Tax Adviser (AICPA), “Third-party verification requests,” Sept. 2018](https://www.thetaxadviser.com/issues/2018/sep/third-party-verification-requests/): A CPA can confirm facts but must not attest to income accuracy; the AT-C 9105 interpretation bars assurance on solvency or debt service; Section 7216 requires written client consent.
- [AICPA & CIMA: CPA comfort letter to lenders and third-party verifications](https://www.aicpa-cima.com/resources/article/cpa-comfort-letter-to-lenders-and-third-party-verifications): The AICPA publishes resources, including an example letter, for CPAs asked for comfort or verification letters by lenders and agencies (free account).

## More on this topic

- [What is a CPA letter](/letters/cpa-letter)
- [CPA letter for a mortgage](/blog/cpa-letter-for-mortgage)
- [Engagement letter templates](/templates/engagement-letters)
- [Agreed-Upon Procedures Engagement Letter Template (AT-C 215)](/templates/engagement-letters/agreed-upon-procedures)

## About the author

Arthur Teboul (Founder, DokuTrak) is building DokuTrak after watching professionals lose hours chasing clients for documents over email. [Arthur Teboul](/authors/arthur-teboul).

How this page was made (methodology): it is built from the primary sources listed under Sources, and every rule and figure on it links to the source it comes from. Last updated October 25, 2026. Spotted an error or a rule that changed? [Contact us](/contact).

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