30 Miss. Code. R. 1-3.1 - General Requirements
Rule 3.1.1. The
practice of public accounting as defined per Mississippi Code of 1972, Section
73-33-2,
and the Definitions section of these Rules and Regulations
must be performed through a CPA firm meeting ownership and other requirements
specified herein, including compliance with peer review as outlined in Chapter
5, and duly registered with the Board with a firm permit to practice public
accounting. This rule also applies to offices located outside of Mississippi
where such offices perform services described in Section
73-33-17(4)
for Mississippi clients. Each office of a firm with no Mississippi office that
performs services described in Section
73-33-17(4)
must be registered with the Board with a firm permit.
Rule 3.1.2. Authorized forms of practice.
(a) A domestic CPA firm may be organized as
any entity or any business form allowed by Mississippi law and must comply with
the requirements thereof.
(b) A
foreign CPA firm may be legally organized under a law other than the law of
this state. The foreign firm must comply with the requirements as stated
herein.
Rule 3.1.3. CPA
firm ownership.
(a) A certified public
accountant firm located inside of the State of Mississippi shall be required to
show that:
(1) it is wholly owned by natural
persons and not owned in whole or in part by business entities;
(2) a simple majority of the ownership of the
firm in terms of financial interests and/or voting rights hold Mississippi
certified public accountant licenses; and
(3) the certified public accountant members
of the firm are registered and in good standing with the Board , unless said CPA
members qualify for practice privileges pursuant to Section
73-33-17(4)
of the Mississippi Code of 1972, as amended.
In addition, each
(b) Except as
otherwise provided by Section
73-33-17
of the Mississippi Code of 1972, as amended, a certified public accountant firm
or office thereof having its principal place of business located outside of the
State of Mississippi that offers to perform or practices public accounting for
a client or a potential client who is a Mississippi resident, has a principal
place of business or is domiciled in Mississippi shall be required to show
that:
(1) it is wholly owned by natural
persons and not owned in whole or in part by business entities;
(2) a simple majority of the ownership of the
firm in terms of financial interests and/or voting rights hold certified public
accountant licenses from a statutorily authorized licensing jurisdiction;
(3) the certified public
accountant members of the firm offering to perform or performing work for a
Mississippi client qualify for practice privileges pursuant to Section
73-33-17
of the Mississippi Code of 1972, as amended; and
(4) the firm is in compliance with all
appropriate licensing and registration requirements of the state of its
principal place of business.
(c) Any certified public accountant firm may
include non-licensee owners provided that:
(1) the firm designates a licensee of this
state or licensee of another state where the firm is registered if qualifying
for the practice privilege pursuant to Section
73-33-17
of the Mississippi Code of 1972, as amended, who is responsible for the proper
registration of the firm and identifies that individual to the Board ;
(2)all non-licensee owners are natural
persons and are active individual participants in the certified public
accountant firm or affiliated entities;
(3)all non-licensee owners are identified as
owners in connection with the registration of the firm and do not hold, in the
aggregate, more than forty-nine percent of the firm financial interest or
voting rights;
(4)all services as
defined herein are under the charge of a Mississippi CPA licensee or CPA
qualified for practice privileges pursuant to Section
73-33-17
of the Mississippi Code of 1972, as amended;
(5)all services are performed within the
requirements set out in Section
73-33-15
of the Mississippi Code of 1972 and the professional standards for such
services;
(6)no person not holding
a valid CPA licensee shall use or assume the title certified public accountant
or the abbreviation CPA or any other title, designation, words, letters,
abbreviation, sign, card or device likely to be confused with or tending to
indicate that such person is a certified public accountant unless said person
is qualified for practice privileges pursuant to Section
73-33-17
of the Mississippi Code of 1972, as amended;
(7)non-CPAs shall not have ultimate
responsibility for the performance of audits, reviews or compilations of
financial statements or other forms of attestation related to financial
statements and may not use language in any statement related to the financial
affairs or a person or entity which is conventionally used by licensees in
reports on financial statements;
(8)non-CPA owners are responsible for
compliance with the
Act and these Rules and
Regulations; and
(9)the
firm complies with other requirements as set by the Board .
(d) When the death of a licensee
owner, whether shareholder or member or partner, would cause licensee ownership
of a firm to fall below 50% the executive director may authorize the firm to
continue to operate for up to 12 months following the death of such owner. The
Board 's ratification of the executive director 's authorization will require
submission of the following:
(1) a copy of
the owner's death certificate,
(2)
a copy of appropriate legal documents designating a CPA licensee or
registration holder in good standing with the Board to manage the firm on
behalf of the non-licensed owners, and
(3) written evidence that a disruption in the
continuation of the firm's operations would jeopardize the survivability of the
firm.
Rule
3.1.4. Initial Registration (Application): All CPA firms domiciled
in Mississippi must register with the Board as soon as possible, but no later
than 30 days after opening a Mississippi office or beginning a new CPA firm,
but in no case shall a CPA firm engage in the practice of public accounting
without a firm permit.
Rule 3.1.5.
Annual Registration : In accordance with Mississippi Code of 1972, Section
73-33-7(3), on or
before January 1 of each year, each certified public accountant firm holding a
permit to practice public accounting must register with the Board .
Rule 3.1.6. Process.
(a) Initial applications and annual renewal
registrations of firms must be made upon forms prescribed and include
information required by the Board and be submitted to the executive director .
Application must be made upon the affidavit of a general or managing owner
(individual) and in addition to other required information must include the
name and address of the person upon whom service of process may be had for the
firm. In accordance with Rule 3.1.12. and Chapter 5, peer review compliance is
required in order to register a CPA firm.
(b) Foreign CPA firms domiciled within
Mississippi or domiciled outside of Mississippi for which a firm permit is
required must submit along with the initial application and annual renewal
registrations all requested information including but not limited to its
current corporate certificate of authority or certificate of registration with
the Mississippi Secretary of State, if such registration is required by
Mississippi law. Such documents on file with the Secretary of State must agree
with the records of the Board . The filing of these registrations will consider
the restrictions as set elsewhere in these Rules and Regulations including but
not limited to CPA firm name restrictions.
Rule 3.1.7. Firm Permit. Upon satisfaction of
the application and registration requirements, the Board will issue to a CPA
firm an annual firm permit to practice public accounting.
Rule 3.1.8. Failure to apply or register. For
firms required to, the absence of filing of the required application, failure
to register on or before January 1, or satisfaction of this rule shall be
construed to mean that no entity exists as an authorized CPA firm for the
practice of public accounting. In such case the Board may take disciplinary
action against the firm's members.
Rule
3.1.9. Disclaimer by non-qualified firms. An entity that is not
qualified to register as a CPA firm or otherwise engage in or hold-out as being
able to engage in the practice of certified public accounting, but which
engages in aspects of public accountancy as permitted by statute and employs or
engages licensee(s) or registration holder in such work must include an
asterisk by the name of the employer or principal in each advertisement or
written statement by the licensee or registration holder and/or by his employer
or principal in which reference is made to the licensee or registration holder
or his association with the employer or principal as such, which asterisk shall
refer to a notation included within conspicuous proximity and with reasonable
prominence that states "This firm is not a CPA
firm."
Rule 3.1.10.
Notices. A CPA firm registered under this rule must give notice to the Board
within 30 days after significant changes including but not limited to:
(a) formation of new firm;
(b) changes in ownership including the
admission, withdrawal, or death of an owner, partner, member,
shareholder;
(c) dissolution of the
firm;
(d) changes in legal form of
organization;
(e) establishment,
withdrawal, or changes of offices;
(f) change in physical location and/or
address;
(g)change in the firm
name;
(h) occurrence of any
event(s) which would cause the firm to become out of compliance with the
Act or the Rules and Regulations including
compliance assurance as described in Rule 5.3.6.
This notice shall be provided on an amendment form
prescribed by the
Rule
3.1.11. Firm Names.
(a) A CPA
firm may not use a CPA firm name unless that name has been registered with the
Board .
(b) It is prohibited for a
CPA firm to use any name that is misleading. A misleading CPA firm name is one
which:
(1) Implies the existence of a
partnership or registered limited liability partnership or a professional
corporation or professional limited liability company if the firm is not, in
fact, one of those entities;
(2)
Includes the name of an individual who is not a CPA if the words "certified
public accountants" or "CPAs" are included in the firm name;
(3) Includes information about or indicates
an association with persons who are not current or former members of the firm,
unless the name is that of a firm network;
(4) Includes the terms "& Company",
"& Associates", or "Group", but the firm does not include, in addition to
the named partner, shareholder, owner, or member, at least one other unnamed
partner, shareholder, owner, member, or staff employee;
(5) Contains any representation that would be
likely to cause a reasonable person to have a false or unjustified expectation
of favorable results or capabilities, including names indicating qualitative
superiority or pricing differences;
(6) Claims or implies the ability to
influence a regulatory body or official;
(7) Includes the name of an owner whose
license has been revoked for disciplinary reasons by the Board whereby the
licensee has been prohibited from practicing public accountancy or prohibited
from using the title CPA or holding themselves out as a Certified Public
Accountant.
(c) The
following is a non-exhaustive list of types of CPA firm names that are not in
and of themselves misleading and are permissible so long as they do not violate
other firm name provisions:
(1) A firm name
that includes the names or initials of one or more former or current
owners;
(2) A firm name that
excludes the names of one or more former or current owners;
(3) A firm name that uses the "CPA" title as
part of the firm name when all named individuals are owners of the firm who
hold the CPA title or are former owners who held the CPA title at the time they
ceased to be owners of the firm;
(4) A firm name that includes the name of a
non-CPA owner if the words "certified public accountant" or "CPA" title are not
a part of the firm name.
(d) Any CPA firm registered in another
jurisdiction that registers a Mississippi firm permit pursuant to MS Code
Section 73-33-17(4), may
register and practice under the name as registered with that jurisdiction
provided that the name is not misleading. If required by Mississippi law, such
firm will register to do business in Mississippi with the Secretary of State
under the name registered with the Board .
Rule 3.1.12. In addition to other
requirements set herein, firms must comply with Peer Review as
defined per Chapter 5. in order to register a CPA firm.
Rule 3.1.13. Rescinded
Rule 3.1.14. Rescinded
Rule 3.1.15. Sole Proprietors
(a) Every sole proprietorship having an
office in Mississippi while engaged in the practice of public accountancy in
this state (whether full or part time) must register as a CPA firm with the
Board .
Sole proprietors whose principal place of business is
outside Mississippi shall register as a CPA firm with the
(1)any financial statement
audit or other engagement to be performed in accordance with Statements on
Auditing Standards;
(2)any
examination of prospective financial information to performed in accordance
with Statements on Standards for Attestation Engagements;
(3)any engagement to be performed in
accordance with PCAOB Auditing Standards.
(b) Death of a Sole Proprietor. Upon written
authorization from the executive director , a sole proprietorship may continue
to operate for a period of up to 12 months following the death of the sole
proprietor. The executive director , subject to ratification by the Board at the
next Board meeting, may permit the continued operation of the sole
proprietorship when the following has been provided:
(1)a copy of the sole proprietor's death
certificate;
(2)a copy of the power
of attorney from the sole proprietor's executor, administrator, or heir
designating a CPA licensee or registration holder in good standing with the
Board to manage the sole proprietorship on behalf of such party. When such
party is not a licensee or registration holder, the power of attorney must
authorize a licensee or registration holder to manage the sole proprietorship
on behalf of such party; and
(3)written evidence that a disruption in the
continuation of the sole proprietorship would jeopardize the survivability of
the firm.
Notes
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