Current through Register Vol. 49, No. 13, September 23, 2024
A. A CPA
firm name must not be used unless the name has been registered with and
approved by the board.
B. A CPA
firm name is misleading within the meaning of Minnesota Statutes, section
326A.10, paragraph
(h), if, among other things, the CPA firm name:
(1) contains any representation that would be
likely to cause a reasonable person to misunderstand or be confused about the
legal form of the firm, or about who the owners or members of the firm are,
such as a reference to a type of organization or abbreviation thereof which
does not accurately reflect the form under which the firm is organized. This
includes, but is not limited to, a name that:
(a) implies the existence of a corporation
when the firm is not a corporation such as through the use of the words
"corporation," "incorporated," "LTD," "professional corporation," or an
abbreviation thereof as part of the firm name if the firm is not incorporated
or is not a professional corporation;
(b) implies the existence of a partnership
when there is not a partnership such as by use of the term "partnership" or
"limited liability partnership," or the abbreviation "LLP" if the firm is not
such an entity;
(c) includes the
name of an individual who is not a CPA if the title "CPAs" is included in the
firm name;
(d) includes information
about or indicates an association with persons who are not members of the
firm;
(e) includes the terms "and
company," "company," "and associate," "associates," "group," or abbreviators
thereof, or similar names implying more than one employed licensee in the firm,
but the firm does not include, in addition to the named licensee, at least one
other unnamed licensee involved full time in the practice;
(f) includes the name of a person who is
neither a present nor past partner, member, or shareholder of the
firm;
(2) contains any
representation that would be likely to cause a reasonable person to have a
false or unjustified expectation of favorable results or capabilities, through
the use of a false or unjustified statement of fact as to any material
matters;
(3) claims or implies the
ability to influence a regulatory body or official; or
(4) 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license has been revoked for disciplinary reasons by the board, whereby the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 the licensee out as a certified public
accountant.
C. The
following types of CPA firm names are not misleading and are permissible so
long as they do not violate Minnesota Statutes, section
326A.05:
(1) a firm name that includes the names of
one or more former or present owners;
(2) a firm name that excludes the names of
one or more former or present 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 and who
hold such title or are former owners who held such title at the time they
ceased to be owners of the firm; or
(4) a firm name that includes the name of a
non-CPA owner if the CPA title is not part of the firm name.
D. A network firm, as defined in
the AICPA Code of Professional Conduct in effect July 1, 2011, may use a common
brand name, or share common initials, as part of the firm name.
E. A network firm, as defined in the AICPA
Code of Professional Conduct in effect July 1, 2011, may use the network name
as the firm's name provided it also shares one or more of the following
characteristics with other firms in the network:
(1) common control, as defined by generally
accepted accounting principles in the United States among the firms through
ownership, management, or other means;
(2) profits or costs, excluding costs of
operating the association, costs of developing audit methodologies, manuals and
training courses, and other costs that are immaterial to the firm;
(3) a common business strategy that involves
ongoing collaboration amongst the firms whereby the firms are responsible for
implementing the association's strategy and are held accountable for
performance pursuant to the strategy;
(4) a significant portion of professional
resources; or
(5) common quality
control policies and procedures that participating firms are required to
implement and that are monitored by the association.
F. The firm name shall not include the name
of a person who was a past partner, member, or shareholder of the firm if the
person withdraws consent to the use or if the person becomes a partner, member,
shareholder, or owner of a firm established under Minnesota Statutes, section
326A.05.
Statutory Authority: MS s 326.18;
326A.02
