21 ncac 08J .0108          CPA FIRM REGISTRATION

(a)  All CPA firms shall register with the Board within 30 days after opening a North Carolina office or beginning a new CPA firm unless they are a professional corporation, professional limited liability company, or registered limited liability partnership, in which case they shall register prior to formation pursuant to 21 NCAC 08K .0104 and .0301.

(b)  In addition to the registration required by Paragraph (a) of this Rule, all CPA firms shall renew annually by January 31 with the Board upon forms provided by the Board.

(c)  The information provided by the registration shall include:

(1)           Either an application for exemption from peer review, a request to be deemed in compliance with peer review or registration for peer review, pursuant to 21 NCAC 08M .0105;

(2)           For all CPA firms not exempt from the peer review program, with the registration immediately following its review, the information required by 21 NCAC 08M .0106(a);

(3)           For all North Carolina offices, an office registration form indicating the name of the office supervisor, the location of the office and its telephone number;

(4)           For all partnerships or registered limited liability partnerships, a list of all resident and nonresident partners of the partnership;

(5)           For all professional limited liability companies, the information set forth in 21 NCAC 08K .0104(d);

(6)           For all incorporated CPA firms, the information set forth in 21 NCAC 08K .0104(d);

(7)           For all CPA firms, the appropriate registration fees as set forth in 21 NCAC 08J .0110; and

(8)           For all new CPA firms, the percentage of ownership held individually by each non-CPA owner who has five percent or more of ownership:

(A)          in the new CPA firm; and

(B)          at the year-end in each CPA firm in which that owner was an owner during the preceding two years.

(9)           For all changes in ownership of a CPA firm, the percentage of ownership held individually by each owner who has five percent or more of ownership.

(d)  All information provided for registration with the Board shall pertain to events of and action taken during the year preceding the year of registration.  The last day of the preceding calendar year is the "year end."

(e)  With regard to Paragraph (c)(3) of this Rule, one representative of a CPA firm may file all documents with the Board on behalf of the CPA firm's offices in North Carolina.  However, responsibility for compliance with this Rule remains with each office supervisor.

(f)  With regard to Paragraph (c)(4) or (c)(5) of this Rule, one annual listing by a representative of the partnership, registered limited liability partnership, or professional limited liability company shall satisfy the requirement for all owners of the CPA firm.  However, each owner remains responsible for compliance with this Rule.  The absence of a filing under Paragraph (c)(4) or (c)(5) of this Rule shall be construed to mean that no partnership, registered limited liability partnership, or professional limited liability company exists.

(g)  Notice that a CPA firm has dissolved or any change in the information required by Paragraph (c)(3) of this Rule shall be delivered to the Board's office within 30 days after the change or dissolution occurs.  A professional corporation or professional limited liability company which is dissolving shall deliver the Articles of Dissolution to the Board's office within 30 days of filing with the Office of the Secretary of State.

(h)  Upon written petition by a CPA firm, the Board shall grant the CPA firm a conditional registration for a period of 60 days or less, if the CPA firm shows that circumstances beyond its control prohibited it from registering with the Board, completing a peer review or notifying the Board of change or dissolution pursuant to Paragraphs (a), (b), (c), and (g) of this Rule.  The Board may grant a second extension under continued extenuating circumstances.

(i)  A complete registration, as required by Paragraphs (b) and (c) of this Rule, shall be postmarked with proper postage or received in the Board office not later than the last day of January unless that date falls on a weekend or federal holiday, in which case that day shall be the next business day.  Only a U.S. Postal Service cancellation is considered as the postmark. If a registration is sent to the Board office via a private delivery service, the date the package is received by the delivery service is considered as the postmark.

History Note:        Authority G.S. 55B-10; 55B-12; 57D-1; 57D-2; 59-84.2; 93-12(8a); 93-12(8c);

Eff. June 1, 1985;

Amended Eff. February 1, 2011; January 1, 2004; April 1, 1999; August 1, 1998; August 1, 1995; April 1, 1994; April 1, 1991; May 1, 1989;

Pursuant to G.S. 150B-21.3A, rule is necessary without substantive public interest Eff. October 28, 2014.