Review Engagement Letter Template for the United States

A review engagement letter sets the terms and conditions for review services between you and your accounting firm. It creates a defined professional relationship and confirms compliance with United States accounting rules, including the Statements on Standards for Accounting and Review Services (SSARS) and AICPA guidance. The letter is agreed and signed before any fieldwork starts, and it records the scope, the fees, and the client information the firm needs to complete its review.

What is a review engagement?

A review is a service where a CPA obtains limited assurance that no material modifications need to be made to your financial statements for them to conform with the applicable framework. The accountant performs analytical procedures and makes inquiries of management, rather than the detailed testing, confirmation, and search procedures used in an audit. Because the work is narrower, a review is less costly than an audit while still giving readers more confidence than a compilation, where the accountant presents financial information without providing any assurance.

Review vs. compilation vs. audit. What is the difference?

The engagement letter should state clearly which service you are buying so there is no confusion about the level of assurance being provided. A review sits between a compilation and an audit, and the letter should draw that line plainly so a lender or investor reading the report knows exactly what they are getting. Many businesses accept a review engagement when a lender or investor asks for reviewed statements but a full audit is not required.

When do you need this document?

You need a review engagement letter when your business requires financial statement review services that provide limited assurance. This often happens when banks, investors, or creditors request reviewed financial statements for loan applications, investment decisions, or ongoing compliance. Companies choose review services as a cost-effective alternative to a full audit while still giving stakeholders accountant assurance. Private companies, non-profit organizations, and partnerships commonly use review engagements for annual financial reporting, especially when they need more credibility than compiled statements but cannot justify the expense of an audit.

What should the letter contain?

A complete review engagement letter usually covers the following:

• A description of the review service and the applicable reporting framework.
• The scope and the limited assurance provided, with a statement that a review is substantially less in scope than an audit and that no audit opinion will be expressed.
• Management's responsibilities, including providing complete and accurate records, maintaining internal controls, and preventing and detecting fraud.
• Fees, billing terms, and the expected timing of the work.
• Confidentiality, data handling, and record retention terms.
• Limitation of liability, indemnification, and the contact points for each party, including the email addresses used for correspondence and delivery of the report.

You can adapt these terms to your own firm using the engagement letter templates on GenieAI, and review other CPA agreements such as an accounting engagement letter.

Key legal considerations

Your review engagement letter must clearly define the scope and limitations of the service to avoid misunderstandings about the level of assurance. It should confirm that a review provides limited assurance and that the accountant will not express an audit opinion. Management responsibilities need to be detailed, including your obligation to provide complete and accurate financial information, maintain adequate internal controls, and acknowledge responsibility for preventing and detecting fraud. The letter should address liability considerations, including indemnification clauses, limitation of liability provisions, and compliance with your state's statute of limitations. Confidentiality and data terms matter here, especially compliance with the Gramm-Leach-Bliley Act and applicable state privacy laws, and the firm's own privacy policy should line up with what the letter promises about how client financial information is stored and shared.

What are the legal requirements in the United States?

Under United States rules, a review engagement letter must comply with SSARS, specifically AR-C Section 90, which governs review engagements for non-public entities. The letter references applicable AICPA guidance and Code of Professional Conduct requirements. State Board of Accountancy rules vary by jurisdiction and may impose additional engagement letter requirements, so you must follow your specific state's CPA regulations. For some entities, federal requirements can apply, including Sarbanes-Oxley Act provisions and Internal Revenue Code and tax considerations. The letter must be signed before review procedures begin, and it should be updated for any change in scope or terms. State contract law governs the enforceability of the terms, including liability limitations and dispute resolution.

Where GenieAI helps

GenieAI drafts and reviews the letter against SSARS AR-C Section 90 and your firm's own terms, flagging scope, fee, and confidentiality clauses in red, amber, or green so you can catch gaps before the letter goes out. It works as a standing resource for a firm that runs many engagement letters a year, keeping each one consistent with the last rather than rebuilding terms from scratch every time.