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.