Chapter 20-12 CODE OF PROFESSIONAL CONDUCT
|(1)||This Code of Professional Conduct is promulgated under the authority granted by Code Section 43-3-8(a)(2), which delegates to the Board the power and duty to prescribe rules of professional conduct for establishing and maintaining high standards of competence and integrity in the profession of public accountancy.|
|(2)||The Rules of Conduct set out below rest upon the premises that the reliance of the public in general, and of the business community in particular, on sound financial reporting, and, on the implication of professional competence which inheres in the authorized use of a legally restricted title relating to the practice of public accountancy, impose on individuals engaged in such practice certain obligations both to their clients and to the public. These obligations, which the Rules of Conduct are intended to enforce where necessary, include the obligation to maintain independence of thought and action, to strive continuously to improve one's professional skills, to observe where applicable generally accepted accounting principles and generally accepted auditing standards, to promote sound and informative financial reporting, to hold the affairs of clients in confidence, to uphold the standards of the public accountancy profession, and to maintain high standards of personal conduct in all matters affecting one's fitness to practice public accountancy.|
|(3)||Acceptance of licensure to engage in the practice of public accountancy, or to use titles which imply a particular competence so to engage, involves acceptance by the licensee of such obligations, and accordingly of a duty to abide by the Rules of Conduct.|
|(4)||The Rules of Conduct are intended to have application to all kinds of professional services performed in the practice of public accountancy, including tax and management advisory services, and to apply as well to all licensees, whether or not engaged in the practice of public accountancy, except where the wording of a Rule clearly indicates that the applicability is more limited.|
|(5)||A licensee who is engaged in the practice of public accountancy outside the United States will not be subject to discipline by the Board for departing, with respect to such foreign practice, from any of the Rules so long as his or her conduct is in accordance with the standards of professional conduct applicable to the practice of public accountancy in the country in which he or she is practicing. However, even in such case, if a licensee's name is associated with financial statements in such manner as to imply that he or she is acting as an independent public accountant and under circumstances that would entitle the reader to assume that United States practices are followed, he or she will be expected to comply with Rules 20-12-.08 and 20-12-.09.|
|(6)||In the interpretation and enforcement of the Rules of Conduct, the Board will give consideration, but not necessarily dispositive weight, to relevant interpretations, rulings and opinions issued by the Boards of other jurisdictions, and by appropriately authorized committees on ethics of professional organizations.|
A licensee shall not express an opinion on financial statements of an enterprise in such a manner as to imply that he or she is acting as an independent public accountant with respect thereto unless he or she is independent with respect to such enterprise. Independence will be considered to be impaired if, for example:
During the period of his or her professional engagement, or at the time of
expressing his or her opinion, the licensee:
|(b)|| During the period
covered by the financial statements, during the period of the professional
engagement, or at the time of expressing an opinion, the licensee:
|(c)||The foregoing examples are not intended to be all-inclusive.|
A licensee shall not in the performance of professional services knowingly misrepresent facts, nor subordinate his or her judgment to others. In tax practice, however, a licensee may resolve doubt in favor of his or her client as long as there is reasonable support for his or her position.
|(1)||"Commission" means any item of value given or received by a licensee to or from any third party in return for suggesting the purchase of any product or service.|
|(2)|| A licensee shall not
recommend or refer to a client any product or service in exchange for a
commission, recommend any product or service to be supplied by his or her
client to a third party, or receive a commission when the licensee or the
licensee's firm also performs for that client:
|(3)||The prohibition of subsection (2) of this section applies during the period in which the licensee is engaged to perform any of the services listed in subsection (2)(a), (b), and (c) and the period covered by any historical financial statements involved in the listed services.|
|(4)||A licensee who is not prohibited from receiving a commission and who is paid or expects to be paid a commission shall disclose that fact, in writing, to any individual or entity to whom the licensee recommends or refers a product or service to which the commission relates.|
|(5)||A licensee who accepts a fee for recommending or referring any service of another licensee to any individual or entity or who pays a fee to obtain a client shall disclose, in writing, the receipt or payment of the fee to the client.|
|(6)|| This rule shall not prohibit:
|(1)||"Contingent fee" means a fee established for the performance of any public accountancy service pursuant to a written or oral agreement in which no fee will be charged unless a specified finding or result is attained, or in which the amount of the fee is otherwise dependent upon the finding or result of the service.|
|(2)|| A licensee shall not accept or perform
any public accountancy services for a contingent fee or receive a contingent
fee from a client for whom the licensee or the licensee's firm performs:
|(3)||The prohibition of subsection (2) of this section applies during the period of time in which the licensee is engaged to perform those services and the period covered by any historical financial statements involved in those services.|
|(4)|| A licensee in public practice shall not
prepare for a contingent fee:
The following are examples of circumstances where a contingent fee would be
permitted regardless of whether the licensee or licensee's firm is performing
the services specified in subsection (2) of this section:
|(6)|| Fees shall not be considered as
|(7)||Fees may vary depending on the complexity of services rendered.|
A licensee shall not concurrently engage in the practice of public accountancy and in any other business or occupation which impairs his or her independence or objectivity in rendering professional services.
A licensee shall not undertake any engagement for the performance of professional services which he or she cannot reasonably expect to complete with due professional competence, including compliance, where applicable, with Rules 20-12-.08 and 20-12-.09.
A licensee shall not permit his or her name to be associated with financial statements in such a manner as to imply that he or she is acting as an independent public accountant with respect to such financial statements unless he or she has complied with applicable generally accepted auditing standards. Statements on Auditing Standards issued by the American Institute of Certified Public Accountants, and other pronouncements having similar generally recognized authority, are considered to be interpretations of generally accepted auditing standards, and departures therefrom must be justified by those who do not follow them.
A licensee shall not express an opinion that financial statements are presented in conformity with generally accepted accounting principles if such financial statements contain any departure from such accounting principles which has a material effect on the financial statements taken as a whole, unless the licensee can demonstrate that by reason of unusual circumstances the financial statements would otherwise have been misleading. In such a case, the licensee's report must describe the departure, the approximate effects thereof, if practicable, and the reasons why compliance with the principle would result in a misleading statement. For purposes of this Rule generally accepted accounting principles are considered to be defined by pronouncements issued by the Financial Accounting Standards Board and its predecessor entities and similar pronouncements issued by other entities having similar generally recognized authority.
A licensee shall not in the performance of professional services permit his or her name to be used in conjunction with any forecast of future transactions in a manner which may reasonably lead to the belief that the licensee vouches for the achievability of the forecast.
A licensee shall not without the consent of his or her client disclose any confidential information pertaining to his or her client obtained in the course of performing professional services.
|(a)|| This Rule does not:
|(b)||Members of the Board and professional practice reviewers shall not disclose any confidential client information which comes to their attention from licensees in disciplinary proceedings or otherwise in carrying out their responsibilities, except that they may furnish such information to an investigative or disciplinary body of the kind referred to above.|
A licensee shall furnish to his or her client or former client, upon request made within a reasonable time:
|(a)||Any accounting or other records belonging to, or obtained from or on behalf of, the client which the licensee removed from the client's premises or received for the client's account, but the licensee may make and retain copies of such documents when they form the basis for work done by him or her; and|
|(b)||A copy of the licensee's working papers, to the extent that such working papers include records which would ordinarily constitute part of the client's books and records and are not otherwise available to the client.|
A licensee shall not commit any act that reflects adversely on his or her fitness to engage in the practice of public accountancy.
A licensee shall not permit others to carry out on his or her behalf, either with or without compensation, acts which, if carried out by the licensee would place him or her in violation of the Rules of Conduct.
|(1)|| A licensee
shall not use or participate in the use of any form of public communication
having reference to his or her professional services which contains a false,
fraudulent, misleading, deceptive or unfair statement or claim. A false,
fraudulent, misleading, deceptive or unfair statement or claim includes but is
not limited to a statement or claim which:
|(2)||A licensee shall not by any communication use coercion, duress, compulsion, intimidation, threats, overreaching, or vexatious or harassing conduct in the course of offering, soliciting, or advertising to perform an engagement.|
|(1)||A licensee may practice public accountancy only in a partnership, an association, a corporation, or any legal entity which practices public accountancy.|
|(2)||A CPA or foreign accountant may only practice public accountancy in any legal entity in which a simple majority of the financial interests and voting rights are owned by CPAs in good standing in this state or any other state.|
A licensee shall not practice public accountancy under a firm name which is misleading in any way as to the legal form of the firm or as to the individuals who are partners, members, officers or shareholders of the firm, or as to any matter with respect to which public communications are restricted by Rule 20-12-.15. However, the names of one or more past CPA owners may be included in the name of a firm or its successor, and a CPA owner surviving the death or withdrawal of all other CPA owners may continue to practice under a firm name for up to two years after becoming a sole CPA owner; provided, however, that the name of any such former CPA owner may not be used in the event that such past CPA owner license has been revoked, suspended or otherwise been the subject of action by the Board whereby the licensee has been prohibited, for any period of time from practicing public accountancy or prohibited from using the title CPA or holding himself or herself out as a CPA. The firm name is not intended to reflect those licensees who are solely employees of the firm, having no ownership interest in the firm. A firm name may not include the names of Non-CPA owners.
A licensee shall, when requested, respond to communications from the Board within thirty days of the mailing of such communications by registered or certified mail.
In the performance of services in the practice of public accountancy for which standards have been established by the American Institute of Certified Public Accountants or by other entities having similar generally recognized authority, a licensee shall conform to such standards. Services subject to this rule shall include but not be limited to, accounting and review services, consulting services, financial planning services, and tax services.