Current through Register Vol. 49, No. 13, September 23, 2024
A. A RAP firm name must not be used unless
the name has been registered with and approved by the board.
B. A RAP firm name is misleading within the
meaning of Minnesota Statutes, section
326A.10, paragraph
(h), if the RAP 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
an LLP;
(c) includes the name of an
individual who is not a RAP if the title "RAPs" is included in the firm
name;
(d) includes the information
about or indicates an association with persons who are not members of the
firm;
(e) includes the terms "and
company," "and associate," 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;
or
(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
registration has been revoked for disciplinary reasons by the board, whereby
the registrant has been prohibited from using the title RAP or from practicing
or holding himself out as a registered accounting practitioner.
C. The following types of RAP firm
names are not misleading and are permissible so long as they do not violate
Minnesota Statutes, section
326A.05:
(1) a firm 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 "RAP" title as part of the firm name when all named individuals are owners
of the firm and who hold such title or are firm 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-RAP owner if the RAP 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 among 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, shareholder, or owner of the firm
if the person withdraws consent to the inclusion or if the person becomes a
partner, member, shareholder, or owner of a firm established under part
1105.7100.
G. A fictitious RAP firm name, that is, one
not consisting of the names or initials of one or more present or former
partners, members, or shareholders, may not be used by a RAP firm unless the
name has been registered with and approved by the board as not being false or
misleading.
A firm name is considered false or misleading if:
(1) it is not the lawful and registered name
of the firm;
(2) the name contains
or fairly implies a misrepresentation of facts;
(3) the name indicates character or grade of
service that is not based upon verifiable facts;
(4) the name is likely to mislead or deceive
because it omits relevant facts. The following are examples, but are not
inclusive:
(a) the name indicates a geographic
area of service which is not based on verifiable facts; or
(b) the firm name includes a nonowner firm
employee or the name or initials of any other nonowner, except as permitted in
Minnesota Statutes, section
326A.10, paragraph
(h);
(5) the name is
intended or likely to create false or unjustified expectations of favorable
results;
(6) the name implies
special expertise;
(7) the name
implies educational or professional attainment or licensing recognition of the
firm or of its owners, partners, or shareholders that are not supported in
fact;
(8) the name of the firm that
is incorporated does not include the words "corporation," "incorporated,"
"Ltd," "professional corporation," or "company," or an abbreviation thereof as
part of the firm name and the name of a firm organized under the limited
liability partnership statute does not include the words "limited liability
company" or "limited liability partnership," as appropriate, or an abbreviation
thereof, as part of the firm name;
(9) the name includes the designation "and
company," "company," "group," "associates," or "and associates," or
abbreviations thereof or similar names implying more than one employed
registrant in the firm, unless there are at least two registrants involved full
time in the practice;
(10) the name
of a firm that is a partnership or professional corporation fails to contain
the personal name or names of one or more individuals presently or previously a
partner, officer, or shareholder thereof, except that an acronym may be used
for a firm name if the acronym is composed exclusively of the first letters of
the surnames of current or past partners or shareholders of the firm;
(11) the name of a firm that is a sole
proprietorship fails to contain the surname of the sole proprietor;
(12) the name contains other representations
or implications that are likely to cause an ordinarily prudent person to
misunderstand or to be deceived; or
(13) the name includes the name of an
individual whose registration has been suspended or revoked by the
board.
Statutory Authority: MS s 326.18;
326A.02
