Oregon Administrative Rules
Chapter 801 - OREGON BOARD OF ACCOUNTANCY
Division 10 - FEES, APPLICATIONS, REQUIREMENTS, PROCEDURES, AND P.C.'S
Section 801-010-0345 - Registration of Business Organizations
Universal Citation: OR Admin Rules 801-010-0345
Current through Register Vol. 63, No. 9, September 1, 2024
(1) Requirement to register as a firm. A business organization organized for the practice of public accountancy that is located in Oregon or serving Oregon clients, must register with the Board as a firm if the business organization:
(a) Uses the terms "certified public
accountant," "CPA," "public accountant" or "PA," or any derivation of such
terms;
(b) Holds out to clients or
to the public that the business organization is in any way engaged in the
practice of public accountancy;
(c)
Holds out to clients or the public that it is comprised of more than one
licensee; or
(d) Is located in
Oregon and performs attestation, or compilation services, as defined by these
rules.
(2) Registration of sole proprietors. A business organization organized as a sole proprietorship, a professional corporation, a limited liability company, or other form of business entity authorized by statute, and comprised of a single license holder under ORS 673.150, is required to register as a firm if the business organization engages in any attestation or compilation work.
(3) Out of State Firms. Firms that are not located in Oregon but serve Oregon clients must comply with the registration requirements in (1) above if the firm performs any of the following services:
(a)
Attestation engagements.
(b)
Engagements for which performance standards are included in the auditing
standards of the Public Company Accounting Oversight Board (PCAOB)
(c) Out of State firms that are required to
register under the criteria in (3) above, must provide to the Board: the name,
license number, and contact information for the person who is a license holder
under ORS 673.150 or meets the substantial
equivalency requirements of ORS
673.153, and that is responsible
for supervising attestation services and signs or authorizes someone to sign
the accountant's report on the financial statements on behalf of the business
organization.
(4) Application requirements.
(a) A
business organization that is required to be registered as a firm in Oregon
must submit a Firm Registration Application provided by the Board and
accompanied by the appropriate fee, stated in OAR
801-010-0010.
(b) In the event a registered firm changes
its form of business to a different entity type, a new firm registration
application must be completed.
(c)
Registration applications and each renewal application must provide the
following information in writing:
(A) Name of
the firm;
(B) Identification by
name and by certificate number of each CPA and PA who is associated with, or is
employed by the business organization and serves Oregon clients;
(C) Identification by name and by percentage
of ownership of all individuals who have an ownership interest in the business
organization. Licensees who do not hold an Oregon license must provide the name
and licensing information relating to the jurisdiction in which they are
licensed;
(D) The physical address
of every office and branch office in this state;
(E) A list of the states in which the
business organization is currently authorized to practice public
accountancy;
(F) Notice of every
denial, revocation, practice restriction, limitation or probation, lapse or
suspension of authority to perform any type of public accountancy services or
other disciplinary action that is or has been issued by any jurisdiction
against the firm or any Oregon licensee associated with the business
organization; and
(G) A letter
showing proof of enrollment in Peer Review if the firm intends to perform
attestation, review or compilation services in this state. Upon request, the
firm shall provide a copy of the firm's two most recent peer review reports,
acceptance letters, response letters and completion letters.
(H) Confirmation of registration is required
if the firm has a physical location in Oregon and is required by the Oregon
Secretary of State Business Registry Office to be registered.
(5) Firms with non-CPA and non-PA ownership. In addition to the information required under section (4) of this rule, business organizations with non-CPA or non-PA owners that are required to register as a firm must provide evidence to the satisfaction of the Board that the business organization satisfies the requirements of OAR 801-010-0340 with the application for initial registration and with each registration renewal.
(6) Issuance of firm registration. The Board shall, upon receipt of an application that satisfies all the requirements of these rules and payment of the registration fee, issue a certificate of registration, which shall remain in effect until December 31 of the odd-numbered year following the date of such registration. The business organization shall:
(a) Renew
the firm registration on or before December 31 of each odd-numbered year by
submitting a completed renewal form provided by the Board, together with the
appropriate registration renewal fee. The Board may waive the renewal fee if an
initial firm registration is issued in November or December of the year in
which the registration is due for renewal.
(b) Business organizations subject to
registration that fail to renew a registration by the end of the month
following the close of the renewal period (January 31), will be terminated.
Firms may be reinstated by submitting a reinstatement application together with
the required renewal fee plus any applicable penalties to the Board
office.
(c) Notify the Board in
writing of any change in the firm name, firm ownership or the entity type
within 30 days of such change. Firms that have an entity change must submit an
initial firm registration application with the Board office.
(d) In addition to the notice that is
required upon application and for each renewal of the firm registration under
section (4) of this rule, business organizations are required to provide
written notice to the Board pursuant to OAR
801-030-0020(2).
(e) Display the letter of registration issued
by the Board in a conspicuous place at the principal office of the
firm.
(f) An out of state firm that
is required to register in Oregon must notify the Board in writing within 30
days if the firm opens an office in Oregon.
(7) Form of Practice. A licensee may practice public accountancy in a business organization as defined in ORS 673.010 that is organized in accordance with statutory provisions.
(a)
Non-CPA or non-PA ownership. A licensee may form a business organization with a
non-licensee for the purpose of engaging in the practice of public accountancy
in accordance with the provisions of ORS
673.160 and OAR
801-010-0340.
(b) Notwithstanding subsection (5) of this
rule, any certified public accountant or public accountant whose license to
practice public accountancy has been suspended or revoked for disciplinary
reasons in any jurisdiction may not participate as a non-licensee owner in a
business organization required to be registered under ORS
673.160. Licensees who hold an
inactive, retired, or lapsed status license are not permitted to hold ownership
or partnership status in an Oregon firm.
(c)
Branch offices.
(A) Every branch office located in this state
shall be managed by a licensee holding a license issued under ORS
673.150. A licensee must be
designated as responsible for managing the office, staff and services rendered
to the public.
(B) The location of
each branch office in Oregon shall be reported to the Board at the time of
application for registration as a firm and with each renewal application,
together with a statement that each branch office meets the requirements of OAR
801-010-0345(7)(c)(A).
(d)
Internet Practice. Licensees
or firms using the CPA or PA title to perform or solicit services via a
website, are required to include information on the website naming the state(s)
in which each CPA or PA is licensed to perform public accounting services, or
provide a name and contact information for an individual who will respond
within seven business days to inquiries regarding individual licensee
information. Information required to be posted by this rule must be posted
clearly visible and prominently displayed on the homepage.
(8) Firm Names
(a)
False and misleading firm names:
(A) A public accounting firm shall
not offer or provide public accounting services using a firm name that is
misleading as to the legal entity or organization of the firm, as to the owners
or employees of the firm.
(B) A
firm name shall not include false or misleading language about the business
organization of the firm, the nature of the services provided, and the number
of licensees associated with or working for the firm or the identity of
individual members of the firm. Except as provided in paragraphs (D) and (E) of
this subsection, a firm name shall not include information about or indicate an
association with, individuals who are not members of the firm.
(C) A firm name shall include words or
abbreviations required by the laws under which the business organization is
organized to identify the form of business organization or legal entity being
used by the firm.
(D) A firm name
may be composed of the names of one or more past partners, shareholders,
owners, or members of the business organization or its successor, so long as
the past partner, shareholder, owner or member:
(i) Is not actively engaged in the practice
of public accountancy as a sole proprietor in the same market area,
and
(ii) Approves in writing of the
continued use of such name. Approval given by a licensee for the continued use
of licensee's name may be withdrawn by the licensee, in writing and shall allow
a reasonable period of time for the firm to withdraw such name.
(E) A partner, shareholder, owner,
or member surviving the death or withdrawal of all other partners,
shareholders, owners, or members may continue to practice under the firm name
provided that the firm meets the requirements stated in this rule.
(b)
Singular firm
names. The use by a certified public accountant or public accountant in
individual practice of the individual's full legal name in the singular form,
followed by the title "Certified Public Accountant," "Public Accountant," "CPA"
or "PA" is not misleading.
(c)
Plural firm names.
(A) The use
by a firm of a plural title or designation, including words like "and company,"
"associates" and "accountants," is not misleading if, in addition to the names
of persons included in the firm name, the firm has at least one additional
partner, shareholder, owner, or member, or employs at least one staff person
(excluding independent contractors), who works a minimum of 20 hours per week,
who is licensed to practice public accountancy under ORS
673.150 or under ORS
673.153 and whose permit is not
revoked, suspended, lapsed, retired or inactive.
(B) A firm using a plural name that ceases to
qualify for use of a firm name under (A) shall:
(i) Cease using the plural name and so notify
the Board in writing; or
(ii)
Notify the Board in writing within 30 days of non-compliance. Such firm shall
have 90 days in which to employ a licensed staff person as required under
paragraph (A) of this subsection. The firm shall provide written notice to the
Board when the firm has employed the required licensed staff
person.
(C) A firm may
file a written request for an additional 90-day extension to satisfy the
requirements of (A).
(d)
Assumed business names.
(A) A
firm name that does not include the designations "PC", "LLC", "LP", or "LLP" to
indicate the form of legal entity through which the practice of public
accountancy is being conducted, or that does not include the full legal name of
every owner of such business organization, shall be filed as an assumed
business name with the Corporations Division of the Office of the Secretary of
State. A copy of the registration of the assumed business name shall be
provided to the Board with the application for registration as a firm and with
every renewal application.
(B) An
assumed business name that is registered with the Corporate Division of the
Office of the Secretary of State may be composed in whole or in part of
initials. Such abbreviated firm name shall not spell a word or form an acronym
that may be misleading to the public. Every assumed business name shall meet
the requirements of paragraph (8)(a)(B) of this rule.
(e)
Notice to Board. A business
organization registered as a firm under ORS
673.160 shall provide written
notice to the Board within 30 days of any change of firm name, firm address,
firm ownership, or change in the form of operating entity.
Statutory/Other Authority: ORS 670.310, 673.410 & 673.160
Statutes/Other Implemented: ORS 673.160
Disclaimer: These regulations may not be the most recent version. Oregon may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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