Florida Senate - 2015 COMMITTEE AMENDMENT
Bill No. SB 636
Ì887682NÎ887682
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
04/01/2015 .
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The Committee on Regulated Industries (Latvala) recommended the
following:
1 Senate Amendment (with title amendment)
2
3 Delete everything after the enacting clause
4 and insert:
5 Section 1. Subsection (7) of section 473.302, Florida
6 Statutes, is amended to read:
7 473.302 Definitions.—As used in this chapter, the term:
8 (7) “Licensed audit firm” or “public accounting firm” means
9 a sole proprietorship, partnership, corporation, limited
10 liability company, firm, or any other legal entity a firm
11 licensed under s. 473.3101.
12
13 However, these terms shall not include services provided by the
14 American Institute of Certified Public Accountants or the
15 Florida Institute of Certified Public Accountants, or any full
16 service association of certified public accounting firms whose
17 plans of administration have been approved by the board, to
18 their members or services performed by these entities in
19 reviewing the services provided to the public by members of
20 these entities.
21 Section 2. Section 473.309, Florida Statutes, is amended to
22 read:
23 473.309 Practice requirements for partnerships,
24 corporations, and limited liability companies; business entities
25 practicing public accounting.—
26 (1) A partnership may not engage in the practice of public
27 accounting, as defined in s. 473.302(8)(a), or meet the
28 requirements of s. 473.3101(1)(b), unless:
29 (a) It is a form of partnership recognized by Florida law.
30 (b) Partners owning at least 51 percent of the financial
31 interest and voting rights of the partnership are certified
32 public accountants in some state. However, each partner who is a
33 certified public accountant in another state and is domiciled in
34 this state must be a certified public accountant of this state
35 and hold an active license.
36 (c) At least one general partner is a certified public
37 accountant of this state and holds an active license or, in the
38 case of a firm that must have a license pursuant to s.
39 473.3101(1)(c) s. 473.3101(1)(a)2., at least one general partner
40 is a certified public accountant in some state and meets the
41 requirements of s. 473.3141(1)(a) or (b).
42 (d) All partners who are not certified public accountants
43 in any state are engaged in the business of the partnership as
44 their principal occupation.
45 (e) It is in compliance with rules adopted by the board
46 pertaining to minimum capitalization, letters of credit, and
47 adequate public liability insurance.
48 (f) It is currently licensed as required by s. 473.3101.
49 (2) A corporation may not engage in the practice of public
50 accounting, as defined in s. 473.302(8)(a), or meet the
51 requirements of s. 473.3101(1)(b), unless:
52 (a) It is a corporation duly organized in this or some
53 other state.
54 (b) Shareholders of the corporation owning at least 51
55 percent of the financial interest and voting rights of the
56 corporation are certified public accountants in some state and
57 are principally engaged in the business of the corporation.
58 However, each shareholder who is a certified public accountant
59 in another state and is domiciled in this state must be a
60 certified public accountant of this state and hold an active
61 license.
62 (c) The principal officer of the corporation is a certified
63 public accountant in some state.
64 (d) At least one shareholder of the corporation is a
65 certified public accountant and holds an active license in this
66 state or, in the case of a firm that must have a license
67 pursuant to s. 473.3101(1)(c) s. 473.3101(1)(a)2., at least one
68 shareholder is a certified public accountant in some state and
69 meets the requirements of s. 473.3141(1)(a) or (b).
70 (e) All shareholders who are not certified public
71 accountants in any state are engaged in the business of the
72 corporation as their principal occupation.
73 (f) It is in compliance with rules adopted by the board
74 pertaining to minimum capitalization, letters of credit, and
75 adequate public liability insurance.
76 (g) It is currently licensed as required by s. 473.3101.
77 (3) A limited liability company may not engage in the
78 practice of public accounting, as defined in s. 473.302(8)(a),
79 or meet the requirements of s. 473.3101(1)(b), unless:
80 (a) It is a limited liability company duly organized in
81 this or some other state.
82 (b) Members of the limited liability company owning at
83 least 51 percent of the financial interest and voting rights of
84 the company are certified public accountants in some state.
85 However, each member who is a certified public accountant in
86 some state and is domiciled in this state must be a certified
87 public accountant of this state and hold an active license.
88 (c) At least one member of the limited liability company is
89 a certified public accountant and holds an active license in
90 this state or, in the case of a firm that must have a license
91 pursuant to s. 473.3101(1)(c) s. 473.3101(1)(a)2., at least one
92 member is a certified public accountant in some state and meets
93 the requirements of s. 473.3141(1)(a) or (b).
94 (d) All members who are not certified public accountants in
95 any state are engaged in the business of the company as their
96 principal occupation.
97 (e) It is in compliance with rules adopted by the board
98 pertaining to minimum capitalization, letters of credit, and
99 adequate public liability insurance.
100 (f) It is currently licensed as required by s. 473.3101.
101 (4) A partnership, corporation, limited liability company,
102 or any other firm is engaged in the practice of public
103 accounting if its employees are engaged in the practice of
104 public accounting. Notwithstanding any other provision of law, a
105 licensed audit firm may own all or part of another licensed
106 audit firm.
107 Section 3. Section 473.3101, Florida Statutes, is amended
108 to read:
109 473.3101 Licensure of firms or public accounting firms sole
110 proprietors, partnerships, corporations, limited liability
111 companies, and other legal entities.—
112 (1) The following must hold a license issued under this
113 section: Each sole proprietor, partnership, corporation, limited
114 liability company, or any other firm seeking to engage in the
115 practice of public accounting, as defined in s. 473.302(8)(a),
116 in this state must file an application for licensure with the
117 department and supply the information the board requires. An
118 application must be made upon the affidavit of a sole
119 proprietor, general partner, shareholder, or member who is a
120 certified public accountant.
121 (a) Any firm with an office in this state which performs
122 services as defined in s. 473.302(8)(a); The following must hold
123 a license issued under this section:
124 (b)1. Any firm with an office in this state which uses the
125 title “CPA,” “CPA firm,” or any other title, designation, words,
126 letters, abbreviations, or device tending to indicate that it is
127 a CPA firm. The board shall define by rule what constitutes a
128 CPA firm; or the firm practices public accounting.
129 (c)2. Any firm that does not have an office in this state
130 but performs the services described in s. 473.3141(4) for a
131 client having its home office in this state. The board shall
132 define by rule what constitutes an office.
133 (2) An applicant for licensure under this section must file
134 an application for licensure with the department and supply the
135 information that the board requires. An application must be made
136 upon the affidavit of a sole proprietor, general partner,
137 shareholder, or member who is a certified public accountant.
138 (3)(b) A firm that is not subject to the requirements of
139 paragraph (1)(c) subparagraph (a)2. may perform other
140 professional services while using the title “CPA,” “CPA firm,”
141 or any other title, designation, words, letters, abbreviations,
142 or device tending to indicate that the firm practices public
143 accounting in this state without a license issued under this
144 section only if:
145 (a)1. It performs such services through an individual with
146 practice privileges granted under s. 473.3141; and
147 (b)2. It can lawfully do so in the state where the
148 individual with practice privileges has his or her principal
149 place of business.
150 (4)(2) The board shall determine whether the firm or public
151 accounting sole proprietor, partnership, corporation, limited
152 liability company, or any other firm meets the requirements for
153 practice and, pending that determination, may certify to the
154 department the firm or public accounting firm partnership,
155 corporation, or limited liability company for provisional
156 licensure.
157 (5)(3) Each license must be renewed every 2 years. Each
158 firm or public accounting sole proprietor, partnership,
159 corporation, limited liability company, or any other firm
160 licensed under this section must notify the department within 1
161 month after any change in the information contained in the
162 application on which its license is based.
163 Section 4. Paragraph (d) of subsection (1) of section
164 473.316, Florida Statutes, is amended to read:
165 473.316 Communications between the accountant and client
166 privileged.—
167 (1) For purposes of this section:
168 (d) A “quality review” is a study, appraisal, or review of
169 one or more aspects of the professional work of an accountant in
170 the practice of public accountancy which is conducted by a
171 professional organization for the purpose of evaluating quality
172 assurance required by professional standards, including a
173 quality assurance or peer review. The term includes a peer
174 review as defined in s. 473.3125.
175 Section 5. Paragraph (a) of subsection (1) and subsection
176 (4) of section 473.3125, Florida Statutes, are amended to read:
177 473.3125 Peer review.—
178 (1) As used in this section, the term:
179 (a) “Licensee” means a licensed firm or public accounting
180 sole proprietor, partnership, corporation, limited liability
181 company, or any other firm as defined in s. 473.302(7) and
182 engaged in the practice of public accounting as defined in s.
183 473.302(8)(a) that is required to be licensed under s. 473.3101.
184 (4) Effective January 1, 2015, a licensed firm or public
185 accounting sole proprietor, partnership, corporation, limited
186 liability company, or other firm as defined in s. 473.302(7) and
187 licensed under s. 473.3101 and engaged in the practice of public
188 accounting as defined in s. 473.302(8)(a), except for the
189 performance of compilations and reviews as those terms are
190 defined by the board, must be enrolled in a peer review program.
191 Section 6. Paragraph (c) of subsection (1) of section
192 473.322, Florida Statutes, is amended to read:
193 473.322 Prohibitions; penalties.—
194 (1) A person may not knowingly:
195 (a) Practice public accounting unless the person is a
196 certified public accountant or a public accountant;
197 (b) Assume or use the titles or designations “certified
198 public accountant” or “public accountant” or the abbreviation
199 “C.P.A.” or any other title, designation, words, letters,
200 abbreviations, sign, card, or device tending to indicate that
201 the person holds a license to practice public accounting under
202 this chapter or the laws of any other state, territory, or
203 foreign jurisdiction, unless the person holds an active license
204 under this chapter or has the practice privileges pursuant to s.
205 473.3141;
206 (c) Perform or offer to perform any services described in
207 s. 473.302(8)(a) unless such person holds an active license
208 under this chapter and is a licensed audit firm, provides such
209 services through a licensed audit firm, or complies with ss.
210 473.3101 and 473.3141. This paragraph does not prohibit the
211 performance by persons other than certified public accountants
212 of other services involving the use of accounting skills,
213 including the preparation of tax returns and the preparation of
214 financial statements without expression of opinion thereon;
215 (d) Present as her or his own the license of another;
216 (e) Give false or forged evidence to the board or a member
217 thereof;
218 (f) Use or attempt to use a public accounting license that
219 has been suspended, revoked, or placed on inactive or delinquent
220 status;
221 (g) Employ unlicensed persons to practice public
222 accounting; or
223 (h) Conceal information relative to violations of this
224 chapter.
225 Section 7. This act shall take effect July 1, 2015.
226
227 ================= T I T L E A M E N D M E N T ================
228 And the title is amended as follows:
229 Delete everything before the enacting clause
230 and insert:
231 A bill to be entitled
232 An act relating to public accountancy; amending s.
233 473.302, F.S.; revising the definition of the term
234 “licensed audit firm”; amending s. 473.309, F.S.;
235 revising practice requirements for partnerships,
236 corporations, and limited liability companies;
237 amending s. 473.3101, F.S.; revising provisions
238 relating to the licensure of firms and public
239 accounting firms; amending s. 473.316, F.S.; revising
240 the definition of the term “quality review” to include
241 a peer review; amending ss. 473.3125 and 473.322,
242 F.S.; conforming provisions to changes made by the
243 act; providing an effective date.