Minnesota Statutes 2023, Chapter 326A

CHAPTER 326A

ACCOUNTANTS

DEFINITIONS.326A.01

STATE BOARD OF ACCOUNTANCY.326A.02

CERTIFIED PUBLIC ACCOUNTANT

QUALIFICATIONS.

326A.03

CERTIFICATE ISSUANCE AND RENEWAL;

COMPETENCY STANDARD.

326A.04

RETIRED STATUS.326A.045

PERMIT TO PRACTICE AS A CPA FIRM.326A.05

LPAS AND ACCOUNTING PRACTITIONERS.326A.06

APPOINTMENT OF SECRETARY OF STATE AS

AGENT.

326A.07

ENFORCEMENT.326A.08

REINSTATEMENT.326A.09

UNLAWFUL ACTS.326A.10

SINGLE ACT EVIDENCE OF PRACTICE.326A.11

CONFIDENTIAL COMMUNICATIONS.326A.12

WORKING PAPERS; CLIENTS' RECORDS.326A.13

SUBSTANTIAL EQUIVALENCY.326A.14

326A.01 DEFINITIONS.

Subdivision 1. Scope. When used in this chapter, the terms in this section have the meanings given.

Subd. 2. Attest. "Attest" means providing any of the following services:

(1) an audit or other engagement performed in accordance with the Statements on Auditing Standards

(SAS);

(2) an audit or other engagement performed in accordance with the Generally Accepted Government

Auditing Standards (GAGAS);

(3) a review of a financial statement performed in accordance with the Statements on Standards for

Accounting and Review Services (SSARS);

(4) an examination of prospective financial information performed in accordance with the Statements

on Standards for Attestation Engagements (SSAE);

(5) an engagement performed in accordance with the standards of the Public Company Accounting

Oversight Board (PCAOB); and

(6) an examination, review, or agreed-upon procedures engagement performed in accordance with SSAE,

other than an examination described in clause (4).

Subd. 3. Board. "Board" means the Minnesota Board of Accountancy established under section 326A.02

or its predecessor under prior law.

Subd. 4. Certificate. "Certificate" means a certificate as a certified public accountant issued under

section 326A.04, or corresponding provisions of prior law, or a corresponding certificate as certified public

accountant issued after examination under the law of any other state.

Subd. 5. Client. "Client" means a person or entity that agrees with a licensee, a person registered under

section 326A.06, paragraph (b), or the person's or licensee's employers to receive any professional service.

Subd. 6. Compilation. "Compilation" means the provision of a service performed in accordance with

Statements on Standards for Accounting and Review Services (SSARS) that presents in the form of financial

statements information that is the representation of management or owners without undertaking to express

any assurance on the statements.

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Subd. 7. CPA firm. "CPA firm" means a sole proprietorship, a corporation, a partnership, or any other

form of organization issued a permit under section 326A.05.

Subd. 8. License. "License" means a certificate issued under section 326A.04, a permit issued under

section 326A.05, or a certificate or permit issued under corresponding provisions of prior law.

Subd. 9. Licensee. "Licensee" means the holder of a license.

Subd. 10. Manager. "Manager" means a manager of a limited liability company.

Subd. 11. Member. "Member" means a member of a limited liability company.

Subd. 12. Peer review. "Peer review" means an independent study, appraisal, or review of one or more

aspects of the professional work of a licensee or CPA firm that issues attest or compilation reports, or the

professional work of a person registered under section 326A.06, paragraph (b), by persons who are not

affiliated with the licensee or CPA firm being reviewed.

Subd. 13. Permit. "Permit" means a permit to practice as a CPA firm issued under section 326A.05, or

corresponding provisions of prior law, or under corresponding provisions of the laws of other states.

Subd. 13a. Principal place of business. "Principal place of business" means the office location designated

by the licensee for purposes of substantial equivalency and reciprocity.

Subd. 14. Professional. "Professional" means arising out of or related to the specialized knowledge or

skills associated with certified public accountants or persons registered under section 326A.06, paragraph

(b).

Subd. 15. Report. "Report," when used with reference to an attest or compilation service, means an

opinion, report, or other form of language that states or implies assurance as to the reliability of the attested

information or compiled financial statements and that also includes or is accompanied by a statement or

implication that the person or firm issuing it has special knowledge or competence in accounting or auditing.

Such a statement or implication of special knowledge or competence may arise from use by the issuer of

the report of names or titles indicating that the person or firm is an accountant or auditor, or from the language

of the report itself. The term "report" includes any form of language that disclaims an opinion when the

form of language is conventionally understood to imply any positive assurance as to the reliability of the

attested information or compiled financial statements referred to or special competence on the part of the

person or firm issuing the language. It includes any other form of language that is conventionally understood

to imply such assurance or such special knowledge or competence.

Subd. 16. State. "State" means any state of the United States, the District of Columbia, Puerto Rico, the

U.S. Virgin Islands, the Commonwealth of the Northern Mariana Islands, and Guam; except that "this state"

means the state of Minnesota.

Subd. 17. Substantial equivalency. "Substantial equivalency" is a determination by the Board of

Accountancy or its designee that the education, examination, and experience requirements contained in the

statutes and administrative rules of another jurisdiction are comparable to, or exceed the education

requirements in section 326A.03, subdivisions 3 and 6, paragraph (a), examination requirements in section

326A.03, subdivision 4, paragraph (a), and experience requirements in section 326A.03, subdivision 6,

paragraph (b), or that an individual CPA's education, examination, and experience qualifications are

comparable to or exceed the education, examination, and experience requirements in this subdivision. For

purposes of ascertaining substantial equivalency under the provisions of this chapter, the board shall take

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into account the qualifications of the individual without regard to the sequence in which experience, education,

or examination were attained.

History: 2001 c 109 art 1 s 3; 2008 c 195 s 2-5; 2015 c 77 art 2 s 59-63; 1Sp2019 c 10 art 9 s 1

326A.02 STATE BOARD OF ACCOUNTANCY.

Subdivision 1. Board. A Board of Accountancy is created to carry out the purposes and enforce the

provisions of this chapter. It consists of nine citizens of this state appointed by the governor. Two must be

public members as defined by section 214.02, and seven must be certified public accountants under the

provisions of this chapter. Effective January 1, 2003, no fewer than five of the certified public accountants

must be owners or employees of a CPA firm that holds a current permit and provides professional services

at the time of appointment and reappointment. No fewer than two board members, who may be any of the

seven certified public accountants, at the time of appointment and reappointment must be owners or employees

of a CPA firm that:

(1) holds a current permit;

(2) provides professional services; and

(3) consists of ten or fewer certified public accountants.

Subd. 2. Membership conditions. Membership terms, compensation of members, removal of members,

the filling of membership vacancies, and fiscal year and reporting requirements are as provided in sections

214.07 to 214.09. The provision of staff, administrative services, and office space; the review and processing

of complaints; the setting of board fees; and other provisions relating to board operations shall be as provided

in this chapter and chapter 214.

Any member of the board whose certificate under section 326A.04 is revoked or suspended automatically

ceases to be a member of the board.

Subd. 3. Officers; proceedings. The board shall elect one of its members as chair, another as vice-chair,

and another as secretary and treasurer. The officers shall hold their respective offices for a term of one year

and until their successors are elected. The affirmative vote of a majority of the qualified members of the

board, or a majority of a quorum of the board at any meeting duly called, is considered the action of the

board. The board shall meet at such times and places as may be fixed by the board. Meetings of the board

are subject to chapter 13D. A majority of the board members then in office constitutes a quorum at any

meeting duly called. The board shall retain or arrange for the retention of all applications and all documents

under oath that are filed with the board and also records of its proceedings, and it shall maintain a registry

of the names and addresses of all licensees and registrants under this chapter. In any proceeding in court,

civil or criminal, arising out of or founded upon any provision of this chapter, copies of records of the

proceeding certified as true copies by the board chair or executive director shall be admissible in evidence

as tending to prove the contents of the records.

Subd. 4. Powers. The powers and duties of the board shall be as provided in this chapter or as otherwise

provided by law. The board, or the complaint committee if authorized by the board, may issue subpoenas

to compel the attendance of witnesses and the production of documents, to administer oaths, to take testimony,

to cooperate with the appropriate state, federal, foreign regulatory, or law enforcement authorities in

investigation and enforcement concerning violations of this chapter and comparable acts of other states, and

to receive evidence concerning all matters within the scope of this chapter. In case of disobedience of a

subpoena, the board may invoke the aid of any court in requiring the attendance and testimony of witnesses

and the production of documentary evidence. The board, its members, and its agents are immune from

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personal liability for actions taken in good faith in the discharge of the board's responsibilities, and the state

shall hold the board, its members, and its agents harmless from all costs, damages, and attorneys fees arising

from claims and suits against them with respect to matters to which such immunity applies. The board shall

enforce the laws relating to the practice of public accounting, as prescribed in this chapter and rules adopted

by the board.

Subd. 5. Rules. The board may adopt rules governing its administration and enforcement of this chapter

and the conduct of licensees and persons registered under section 326A.06, paragraph (b), including:

(1) rules governing the board's meetings and the conduct of its business;

(2) rules of procedure governing the conduct of investigations and hearings and discipline by the board;

(3) rules specifying the educational and experience qualifications required for the issuance of certificates

and the continuing professional education required for renewal of certificates;

(4) rules of professional conduct directed to controlling the quality and probity of services by licensees,

and dealing among other things with independence, integrity, and objectivity; competence and technical

standards; and responsibilities to the public and to clients;

(5) rules governing the professional standards applicable to licensees including adoption of the standards

specified in section 326A.01, subdivision 2, and as developed for general application by recognized national

accountancy organizations such as the American Institute of Certified Public Accountants or the Public

Company Accounting Oversight Board;

(6) rules that incorporate by reference the standards for attesting listed in section 326A.01, subdivision

2, that are consistent with the standards of general applicability recognized by national accountancy

organizations, including the American Institute of Certified Public Accountants and the Public Company

Accounting Oversight Board;

(7) rules governing the manner and circumstances of use of the titles "certified public accountant,"

"CPA," "registered accounting practitioner," and "RAP";

(8) rules regarding peer review that may be required to be performed under provisions of this chapter;

(9) rules on substantial equivalence to implement section 326A.14;

(10) rules regarding the conduct of the certified public accountant examination;

(11) rules regarding the issuance and renewals of certificates, permits, and registrations;

(12) rules regarding transition provisions to implement this chapter;

(13) rules specifying the educational and experience qualifications for registration, rules of professional

conduct, rules regarding peer review, rules governing standards for providing services, and rules regarding

the conduct and content of examination for those persons registered under section 326A.06, paragraph (b);

(14) rules regarding fees for examinations, certificate issuance and renewal, firm permits, registrations

under section 326A.06, paragraph (b), notifications made under section 326A.14, and late processing fees;

and

(15) upon any change to this chapter, if the board determines a change in Minnesota Rules is required,

the board may initiate the expedited process under section 14.389 up to one year after the effective date of

the change to this chapter.

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Subd. 6. Complaint committee. The board shall establish a complaint committee to investigate, mediate,

or initiate administrative or legal proceedings on behalf of the board with respect to complaints filed with

or information received by the board alleging or indicating violations of this chapter or rules adopted by the

board. The complaint committee shall consist of three members of the board.

Subd. 7. Expenses of administration. The expenses of administering this chapter must be paid from

appropriations made to the board.

Subd. 8. Executive director. The board shall appoint an executive director to assist the board in

performing its duties.

History: 2001 c 109 art 1 s 4; 2008 c 195 s 6-11; 2015 c 77 art 2 s 64,65

326A.03 CERTIFIED PUBLIC ACCOUNTANT QUALIFICATIONS.

Subdivision 1. Qualifications. The certificate of certified public accountant shall be granted to persons

of good moral character who meet the education, experience, and examination requirements of this section

and rules adopted under it and who apply under section 326A.04.

Good moral character for purposes of this chapter means the propensity to provide professional services

in a fair, honest, and trustworthy manner and a lack of a history of dishonest or felonious acts. The board

may refuse to grant a certificate on the ground of failure to satisfy this requirement only if there is a substantial

connection between the lack of good moral character of the applicant and the professional responsibilities

of a licensee and if the finding by the board of lack of good moral character is supported by clear and

convincing evidence. When an applicant is found to be unqualified for a certificate because of a lack of good

moral character, the board shall furnish the applicant a statement containing the findings of the board, a

complete record of the evidence upon which the determination was based, and a notice of the applicant's

right of appeal.

Subd. 2. [Repealed, 2013 c 85 art 5 s 50]

Subd. 3. Examination; required education. On or after July 1, 2006, the examination must be

administered by the board only to a candidate who has a baccalaureate or higher degree, with a major in

accounting or a major in business with accounting emphasis, or an equivalent education, from a college or

university that is fully accredited by a recognized accrediting agency listed with the United States Department

of Education or an equivalent accrediting association.

Subd. 3a. Early examination. Notwithstanding any contrary provision in this section, the board may

adopt rules to permit a person under certain circumstances:

(1) to apply for the examination within 180 days prior to the person's anticipated completion of the

education requirements; and

(2) to take all or a part of the examination within 90 days of the anticipated completion of the education

requirements. No credit shall be given for any part of the examination taken before completion of the

education requirements in subdivision 3 unless:

(i) the education requirements in subdivision 3 and adopted rule requirements are met within 120 days

after taking any part of the examination; and

(ii) documentation of completion of education requirements is received by the board within 150 days

of the person taking any part of the examination.

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Subd. 4. Examination requirements. (a) The examination required to be passed as a condition for the

granting of a certificate must be held as often as convenient, in the opinion of the board, and must test the

applicant's knowledge of the subjects of accounting and auditing, and other related subjects that the board

may specify by rule, including but not limited to business law and taxation. The time for holding the

examination must be determined by the board and may be changed from time to time. The board shall

prescribe by rule the methods of applying for and conducting the examination, including methods for grading

and determining a passing grade required of an applicant for a certificate. However, the board shall to the

extent possible ensure that the examination itself, grading of the examination, and the passing grades, are

uniform with those applicable in all other states. The board may make such use of all or any part of the

Uniform Certified Public Accountant Examination and Advisory Grading Service of the American Institute

of Certified Public Accountants and may contract with third parties to perform administrative services with

respect to the examination that it considers appropriate to assist it in performing its duties under this paragraph.

(b) The board may charge, or provide for a third party administering the examination to charge, each

applicant a fee.

Subd. 5. [Repealed, 2013 c 85 art 5 s 50]

Subd. 6. Certificate; required education and experience. (a) On or after July 1, 2006, a person who

has passed the examination required in this section must be granted a certificate as a certified public accountant

provided: (1) the person certifies to the board that the person has completed at least 150 semester or 225

quarter hours at a college or university that is fully accredited by a recognized accrediting agency listed with

the United States Department of Education, or an equivalent accrediting association, and has completed at

least one year of experience of the type specified in paragraph (b); (2) the board verifies the certifications;

and (3) the person complies with requirements for initial issuance of the certificate as a certified public

accountant as prescribed by the board by rule.

(b) An applicant for initial issuance of a certificate under this subdivision shall show that the applicant

has had one year of experience. Acceptable experience includes providing any type of service or advice

involving the use of accounting, attest, compilation, management advisory, financial advisory, tax, or

consulting skills, as verified by a licensee and meeting requirements prescribed by the board by rule.

Acceptable experience may be gained through employment in government, industry, academia, or public

practice. Experience as an auditor in the Office of the Legislative Auditor or State Auditor, as verified by a

licensee, shall be acceptable experience.

Subd. 7. Equivalent education criteria. The board, in consultation with the University of Minnesota,

the Minnesota State Colleges and Universities, private colleges, and private career schools regulated under

sections 136A.82 to 136A.834, shall establish criteria to assess equivalent education for purposes of

subdivision 3.

Subd. 8. [Repealed, 2013 c 85 art 5 s 50]

History: 2001 c 109 art 1 s 5; 2008 c 195 s 12; 2015 c 69 art 2 s 46

326A.04 CERTIFICATE ISSUANCE AND RENEWAL; COMPETENCY STANDARD.

Subdivision 1. Eligibility. The board shall grant or renew certificates to a person of good moral character

who makes an application and demonstrates that the person's qualifications, including where applicable the

qualifications prescribed by section 326A.03, are in accordance with this section and rules adopted by the

board.

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The holder of a certificate issued under this section may only provide attest services in a CPA firm that

holds a permit issued under section 326A.05.

Subd. 1a. Temporary military certificate. The board shall establish a temporary military certificate in

accordance with section 197.4552.

Subd. 2. Timing. (a) Certificates must be initially issued and renewed annually but in any event must

expire on December 31 in the year prescribed by the board by rule. Applications for certificates must be

made in the form, and in the case of applications for renewal between the dates, specified by the board in

rule. The board shall grant or deny an application no later than 90 days after the application is filed in proper

form. If the applicant seeks the opportunity to show that issuance or renewal of a certificate was mistakenly

denied, or if the board is unable to determine whether it should be granted or denied, the board may issue

to the applicant a provisional certificate that expires 90 days after its issuance, or when the board determines

whether or not to issue or renew the certificate for which application was made, whichever occurs first.

(b) Certificate holders who do not provide professional services and do not use the certified public

accountant designation in any manner are not required to renew their certificates provided they have notified

the board as provided in board rule and comply with the requirements for nonrenewal as specified in board

rule.

not granted or denied by the board before January 1 are renewed on a provisional basis as of January 1 and

for 90 days thereafter, or until the board grants or denies the renewal of the certificate, whichever occurs

first, provided the licensee meets the requirements in this chapter and rules adopted by the board.

Subd. 3. Residents of other states. (a) With regard to an applicant who must obtain a certificate in this

state because the applicant does not qualify under the substantial equivalency standard in section 326A.14,

subdivision 1, the board shall issue a certificate to a holder of a certificate, license, or permit issued by

another state upon a showing that:

(1) the applicant passed the examination required for issuance of a certificate in this state;

(2) the applicant had four years of experience of the type described in section 326A.03, subdivision 6,

paragraph (b); or the applicant meets equivalent requirements prescribed by the board by rule, after passing

the examination upon which the applicant's certificate was based and within the ten years immediately

preceding the application;

(3) if the applicant's certificate, license, or permit was issued more than four years prior to the application

for issuance of an initial certificate under this subdivision, that the applicant has fulfilled the requirements

of continuing professional education that would have been applicable under subdivision 4; and

(4) the applicant has met the qualifications prescribed by the board by rule.

(b) A certificate holder licensed by another state who establishes a principal place of business in this

state shall request the issuance of a certificate from the board prior to establishing the principal place of

business. The board shall issue a certificate to the person if the person's individual certified public accountant

qualifications, upon verification, are substantially equivalent to the certified public accountant licensure

requirements of this chapter or the person meets equivalent requirements as the board prescribes by rule.

Residents of this state who provide professional services in this state at an office location in this state shall

be considered to have their principal place of business in this state.

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Subd. 4. Program of learning. Each licensee shall participate in a program of learning designed to

maintain professional competency. The program of learning must comply with rules adopted by the board.

The board may by rule create an exception to this requirement for licensees who do not perform or offer to

perform for the public one or more kinds of services involving the use of auditing skills, including issuance

of reports on: attest or compilation engagements, management advisory services, financial advisory services,

or consulting services. A licensee granted such an exception by the board must place the word "inactive" or

"retired," if applicable, adjacent to the CPA title on any business card, letterhead, or any other document or

device, with the exception of the licensee's certificate on which the CPA title appears.

Subd. 5. Fee. (a) The board shall charge a fee for each application for initial issuance or renewal of a

certificate or temporary military certificate under this section as provided in paragraph (b).

(b) The board shall charge the following fees:

(1) initial issuance of certificate, $150;

(2) renewal of certificate with an active status, $100 per year;

(3) initial CPA firm permits, except for sole practitioners, $100;

(4) renewal of CPA firm permits, except for sole practitioners and those firms specified in clause (16),

$35 per year;

(5) initial issuance and renewal of CPA firm permits for sole practitioners, except for those firms specified

in clause (16), $35 per year;

(6) annual late processing delinquency fee for permit, certificate, or registration renewal applications

not received prior to expiration date, $50;

(7) copies of records, per page, 25 cents;

(8) registration of noncertificate holders, nonlicensees, and nonregistrants in connection with renewal

of firm permits, $45 per year;

(9) applications for reinstatement, $20;

(10) initial registration of a registered accounting practitioner, $50;

(11) initial registered accounting practitioner firm permits, $100;

(12) renewal of registered accounting practitioner firm permits, except for sole practitioners, $100 per

year;

(13) renewal of registered accounting practitioner firm permits for sole practitioners, $35 per year;

(14) CPA examination, fee determined by third-party examination administrator;

(15) renewal of certificates with an inactive status, $25 per year;

(16) renewal of CPA firm permits for firms that have one or more offices located in another state, $68

per year; and

(17) temporary military certificate, $100.

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Subd. 6. Other state licenses. An applicant for initial issuance or renewal of a certificate under this

section shall list in the application all states in which the applicant has applied for or holds certificates,

licenses, or permits, and list any past denial, revocation, or suspension of a certificate, license, or permit.

Each holder of or applicant for a certificate under this section shall notify the board in writing, within 30

days after its occurrence, of any issuance, denial, revocation, or suspension of a certificate, license, or permit

by another state.

Subd. 7. Certificates issued by foreign countries. The board shall issue a certificate to a holder of a

generally equivalent foreign country designation, provided that:

(1) the foreign authority that granted the designation makes similar provision to allow a person who

holds a valid certificate issued by this state to obtain the foreign authority's comparable designation;

(2) the foreign designation:

(i) was duly issued by a foreign authority that regulates the practice of public accountancy and the foreign

designation has not expired or been revoked or suspended;

(ii) entitles the holder to issue reports upon financial statements; and

(iii) was issued upon the basis of educational, examination, and experience requirements established by

the foreign authority or by law; and

(3) the applicant:

(i) received the designation, based on educational and examination standards generally equivalent to

those in effect in this state, at the time the foreign designation was granted;

(ii) has, within the ten years immediately preceding the application, completed an experience requirement

that is generally equivalent to the requirement in section 326A.03, subdivision 6, paragraph (b), in the

jurisdiction that granted the foreign designation; completed four years of professional experience in this

state; or met equivalent requirements prescribed by the board by rule; and

(iii) passed a uniform qualifying examination in national standards and an examination on the laws,

regulations, and code of ethical conduct in effect in this state as the board prescribes by rule.

Subd. 8. Other jurisdictions in which foreign applicant is licensed. An applicant under subdivision

7 shall list in the application all jurisdictions, foreign and domestic, in which the applicant has applied for

or holds a designation to practice public accountancy. Each holder of a certificate issued under subdivision

7 shall notify the board in writing, within 30 days after its occurrence, of any issuance, denial, revocation,

or suspension of a designation or commencement of a disciplinary or enforcement action by any jurisdiction.

Subd. 9. Application by foreign certificate holder. The board has the sole authority to interpret the

application of the provisions of subdivisions 7 and 8.

Subd. 10. Peer review. The board shall by rule require as a condition for renewal of a certificate under

this section by any certificate holder who performs compilation services for the public other than through

a CPA firm, that the individual undergo, no more frequently than once every three years, a peer review

conducted in a manner specified by the board in rule. The review shall include verification that the individual

has met the competency requirements set out in professional standards for the services described in this

subdivision as set forth by rule.

Subd. 11. MS 2020 [Repealed, 2022 c 72 s 2]

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Subd. 12. Professional ethics examination. The board shall adopt rules establishing requirements for

a professional ethics examination which must be completed before an initial certificate is issued under this

section.

History: 2001 c 109 art 1 s 6; 2008 c 195 s 13; 2013 c 85 art 5 s 36-39; 2014 c 312 art 4 s 22,23;

1Sp2019 c 10 art 9 s 2,3

326A.045 RETIRED STATUS.

Subdivision 1. Retired status requirements. The board shall grant retired status to a person who meets

the following criteria:

(1) is age 55 or older;

(2) holds a current active license to practice public accounting under this chapter with a license status

of active, inactive, or exempt under Minnesota Rules, part 1105.3700;

(3) declares that he or she is not practicing public accounting in any jurisdiction;

(4) was in good standing with the board at the time the person last held a license under this chapter; and

(5) submits an application for retired status on a form provided by the board.

Subd. 2. Retired status effect. Retired status is an honorific status. Retired status is not a license to

engage in the practice of public accounting. A person granted retired status shall not perform or offer to

perform services for which a license under this chapter is required.

Subd. 3. Documentation of status. The board shall provide to a person granted retired status a document

stating that retired status has been granted.

Subd. 4. Representation to the public. A person granted retired status may represent themselves as

"Certified Public Accountant - Retired," "CPA - Retired," "Retired Certified Public Accountant," or "Retired

CPA," but shall not represent themselves or allow themselves to be represented to the public as a current

licensee of the board.

Subd. 5. Continuing education not required. A person is not required to comply with the continuing

education requirements in section 326A.04, subdivision 4, to acquire or maintain retired status.

Subd. 6. Renewal not required. A person granted retired status is not required to renew the person's

registration or pay renewal fees to maintain retired status.

Subd. 7. Change to active or inactive status. The board shall change a license status from retired to

active or inactive if a person with retired status requests a status change and meets requirements for

reactivation prescribed by rule.

History: 1Sp2019 c 10 art 9 s 4

326A.05 PERMIT TO PRACTICE AS A CPA FIRM.

Subdivision 1. General. The board shall grant or renew permits to practice as a CPA firm to entities

that make application and demonstrate their qualifications in accordance with this section.

(a) The following must hold a permit issued under this section:

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(1) any firm with an office in this state performing attest services as defined in section 326A.01,

subdivision 2;

(2) to the extent required by section 326A.10, paragraph (k), any firm with an office in this state

performing compilation services as defined in section 326A.01, subdivision 6;

(3) any firm with an office in this state that uses the title "CPA" or "CPA firm"; or

(4) any firm that does not have an office in this state but performs attest services as described in section

326A.01, subdivision 2, clause (1), (4), or (5), for a client having its headquarters in this state.

(b) A firm possessing a valid permit from another state which does not have an office in this state may

perform services described in section 326A.01, subdivision 2, clause (2) or (5), or subdivision 6, for a client

having its headquarters in this state and may use the title "CPA" or "CPA firm" without a permit issued

under this section only if:

(1) it has the qualifications described in subdivision 3, paragraph (b);

(2) as a condition to the renewal of the firm's permit issued by the other state, that state requires a peer

review which contains the requirements equivalent to subdivision 8, paragraphs (a) and (e); and

(3) it performs the services through an individual who has been granted practice privileges under section

326A.14.

which is not subject to the requirements of paragraph (a), clause (4), or (b), may perform other professional

services while using the title "CPA" or "CPA firm" in this state without a permit issued under this section

only if the firm:

(1) has the qualifications described in subdivision 3, paragraph (b);

(2) performs the services through an individual who has been granted practice privileges under section

326A.14; and

(3) can lawfully perform the services in the state where the individuals with practice privileges have

their principal place of business.

Subd. 2. Timing. (a) Permits must be initially issued and renewed for periods of not more than one year

but in any event must expire on December 31 following issuance or renewal. Applications for permits shall

be made in the form, and in the case of applications for renewal between the dates, as the board specifies in

rule. The board shall grant or deny an application no later than 90 days after the application is filed in proper

form. If the applicant seeks the opportunity to show that issuance or renewal of a permit was mistakenly

denied or if the board is not able to determine whether it should be granted or denied, the board may issue

to the applicant a provisional permit, which expires 90 days after its issuance, or when the board determines

whether or not to issue or renew the permit for which application was made, whichever occurs first.

(b) Applications for renewal of a permit that are complete and timely filed with the board and are not

granted or denied by the board before January 1 are renewed on a provisional basis as of January 1 and for

90 days thereafter, or until the board grants or denies the permit, whichever occurs first, provided the licensee

meets the renewal requirements in this chapter and rules adopted by the board.

Subd. 3. Qualifications. (a) An applicant for initial issuance or renewal of a permit to practice under

this section shall comply with the requirements in this subdivision.

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(b) Notwithstanding chapter 319B or any other provision of law, a simple majority of the ownership of

the firm, in terms of financial interests and voting rights of all partners, officers, shareholders, members, or

managers, must belong to holders of certificates who are licensed in some state, and the partners, officers,

shareholders, members, or managers, whose principal place of business is in this state, and who perform

professional services in this state, must hold valid certificates issued under section 326A.04 or the

corresponding provision of prior law. Although firms may include nonlicensee owners, the firm and its

ownership must comply with rules adopted by the board. The firm shall register all nonlicensee owners with

the state board as set forth by rule. An individual who has been granted practice privileges under section

326A.14 and who performs services for which a firm permit is required under section 326A.14, subdivision

1, paragraph (d), is not required to obtain a certificate from the board under section 326A.04.

(1) the firm designates a licensee of this state, or in the case of a firm that must have a permit according

to section 326A.14, subdivision 1, paragraph (d), a licensee of another state who meets the requirements in

section 326A.14, subdivision 1, paragraph (a) or (b), who is responsible for the proper registration of the

firm and identifies that individual to the board;

(2) all nonlicensee owners are persons of good moral character and are active individual participants in

the CPA firm or affiliated entities; and

(3) the firm complies with other requirements imposed by the board in rule.

(d) An individual licensee and any individual granted practice privileges under section 326A.14 who is

responsible for supervising attest or compilation services and signs or authorizes someone to sign the

accountant's report on behalf of the firm, shall meet the competency requirements set out in the professional

standards for such services.

(e) An individual licensee and any individual granted practice privileges under section 326A.14 who

signs or authorizes someone to sign the accountants' report on behalf of the firm shall meet the competency

requirement of paragraph (d).

Subd. 4. Initial issuance or renewal. An applicant for initial issuance or renewal of a permit to practice

under this section shall register each office of the firm within this state with the board and show that all

attest and compilation services rendered in this state are under the charge of a person holding a valid certificate

issued by this state or another state.

Subd. 5. Fees. The board shall charge a fee for each application for initial issuance or renewal of a permit

under this section. A firm that is required to hold a permit under this section and has one or more offices

located in another state shall pay an initial permit issuance fee of $100 and an annual renewal fee of $68.

Subd. 6. Other jurisdictions in which applicant holds a permit. An applicant for initial issuance or

renewal of permits under this section shall in the applicant's application list all states in which the applicant

has applied for or holds permits as a CPA firm and list any past denial, revocation, or suspension of a permit

by any other state. Each holder of or applicant for a permit under this section shall notify the board in writing,

within 30 days after its occurrence, of any change in the identities of partners, officers, shareholders, members,

or managers whose principal place of business is in this state, any change in the number or location of offices

within this state, any change in the identity of the persons in charge of such offices, and any issuance, denial,

revocation, or suspension of a permit by any other state.

Subd. 7. Corrective actions, revocation. Firms that fall out of compliance with the provisions of this

section due to changes in firm ownership or personnel, after receiving or renewing a permit, shall take

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corrective action to bring the firm back into compliance as quickly as possible. Failure to bring the firm

back into compliance within a reasonable period as defined by the board rule shall result in the suspension

or revocation of the firm permit.

Subd. 8. Peer review; rules. (a) The board shall by rule require as a condition to renewal of permits

under this section, that applicants undergo, no more frequently than once every three years, peer reviews

conducted in a manner specified by the board. The review must include a verification that individuals in the

firm who are responsible for supervising attest and compilation services and who sign or authorize someone

to sign the accountant's report on the financial statements on behalf of the firm meet the competency

requirements set out in the professional standards for such services. In addition, the rules must meet the

requirements in paragraphs (b) to (d).

(b) The rules must be adopted reasonably in advance of the time when they first become effective.

within the preceding three years, undergone a peer review that is a satisfactory equivalent to peer review

generally required pursuant to this subdivision.

(d) The rules must require, with respect to peer reviews contemplated by paragraph (c), that they be

subject to oversight by an oversight body established or sanctioned by board rule. This body shall periodically

report to the board on the effectiveness of the review program under its charge, and provide to the board a

listing of firms that have participated in a peer review program that is satisfactory to the board.

(e) The rules must require, with respect to peer reviews contemplated by paragraph (c), that the peer

review processes be operated and documents maintained in a manner designed to preserve confidentiality,

and that neither the board nor any third party, other than the oversight body, has access to documents furnished

or generated in the course of the review. The applicant shall submit to the board reports and letters received

at the conclusion of the peer review process as provided for in board rule.

Subd. 9. [Repealed, 2008 c 195 s 32]

History: 2001 c 109 art 1 s 7; 2008 c 195 s 14-18; 2015 c 77 art 2 s 66,67; 2020 c 83 art 1 s 80

326A.06 LPAS AND ACCOUNTING PRACTITIONERS.

(a) All licensed public accountants (LPAs) who are actively licensed by the state board on December

31, 2002, shall be issued a certified public accountant certificate. LPAs are those accountants who were

eligible for licensure on July 1, 1979, under the law in effect on that date and who were issued a license as

a licensed public accountant by the board at that time.

(b) The board shall implement a voluntary registration of accounting practitioners. The board shall

prescribe by rule the limitations of practice, educational preparation, examination, registration, fees, peer

review, and continuing education requirements for the registration. The board shall consult with the University

of Minnesota, the Minnesota State Colleges and Universities, the Minnesota Association of Private

Postsecondary Schools, the Private College Council, the Minnesota Association of Public Accountants, and

other organizations as appropriate in the implementation of this section.

History: 2001 c 109 art 1 s 8; 2008 c 195 s 19

326A.07 APPOINTMENT OF SECRETARY OF STATE AS AGENT.

Application by a person or a firm not a resident of this state for a certificate issued under section 326A.04

or a permit issued under section 326A.05 shall constitute appointment of the secretary of state as the applicant's

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agent upon whom process may be served in any action or proceeding against the applicant arising out of

any transaction or operation connected with or incidental to services performed by the applicant while within

this state.

History: 2001 c 109 art 1 s 9; 2008 c 195 s 20

326A.08 ENFORCEMENT.

Subdivision 1. Basis for conducting investigations. If the board, or the complaint committee if authorized

by the board, has a reasonable basis to believe that a person or firm has engaged in or is about to engage in

a violation of a statute, rule, or order that the board has issued or is empowered to enforce, the board, or the

complaint committee if authorized by the board, may proceed as described in this section. The board may,

upon receipt of a complaint or other information suggesting violations of this chapter or of the rules of the

board, conduct investigations to determine whether there is reasonable basis to institute proceedings under

this section against any person or firm for such violations. The investigation is not a prerequisite to such

proceedings in the event that a determination can be made without investigation.

Subd. 2. Hearings conducted under chapter 14. Except as otherwise described in this section, all

hearings shall be conducted in accordance with chapter 14. Hearings conducted under chapter 14 that relate

to a disciplinary action must be closed to the public, except for individuals whose presence is necessary for

conducting the proceeding or providing testimony or evidence. The hearing record and the findings,

conclusions, report, and order or recommendation of the administrative law judge are private data on

individuals, as defined in section 13.02, until the board issues its final order or the report or order of the

administrative law judge becomes the final decision in the case.

Subd. 3. Legal action. (a) When necessary to prevent an imminent violation of a statute, rule, or order

that the board has issued or is empowered to enforce, the board, or the complaint committee if authorized

by the board, may bring an action in the name of the state in the district court in Ramsey county, when

necessary to prevent imminent harm to the public, or in any county in which jurisdiction is proper to enjoin

the act or practice and to enforce compliance with the statute, rule, or order. Upon a showing that a person

or firm has engaged in or is about to engage in an act or practice constituting a violation of a statute, rule,

or order that the board has issued or is empowered to enforce, a permanent or temporary injunction, restraining

order, or other appropriate relief shall be granted.

(b) For purposes of injunctive relief under this subdivision, irreparable harm exists when the board

shows that a person or firm has engaged in or is about to engage in an act or practice constituting a violation

of a statute, rule, or order that the board has issued or is empowered to enforce.

prosecution from a competent authority or from action by the board pursuant to subdivisions 4 to 7 with

respect to the person's or firm's certificate, permit, registration, or practice privileges granted under section

326A.14 or application for examination, certificate, registration, permit, or renewal or notification for practice

privileges granted under section 326A.14.

Subd. 4. Cease and desist orders. (a) The board, or the complaint committee if authorized by the board,

may issue and have served upon a certificate holder, a permit holder, a registration holder, a person with

practice privileges granted under section 326A.14, a person who has previously been subject to a disciplinary

order by the board, or an unlicensed firm or person an order requiring the person or firm to cease and desist

from the act or practice constituting a violation of the statute, rule, or order. The order must be calculated

to give reasonable notice of the rights of the person or firm to request a hearing and must state the reasons

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for the entry of the order. No order may be issued until an investigation of the facts has been conducted

pursuant to section 214.10.

(b) Service of the order may be by first class United States mail, including certified United States mail,

or overnight express mail service, postage prepaid and addressed to the party at the party's last known address.

Service by United States mail, including certified mail, is complete upon placing the order in the mail or

otherwise delivering the order to the United States mail service. Service by overnight express mail service

is complete upon delivering the order to an authorized agent of the express mail service.

the person or firm requesting the hearing, the hearing must be held no later than 30 days after the request

for the hearing is received by the board.

(d) The administrative law judge shall issue a report within 30 days of the close of the contested case

hearing record, notwithstanding Minnesota Rules, part 1400.8100, subpart 3. Within 30 days after receiving

the report and any exceptions to it, the board shall issue a further order vacating, modifying, or making

permanent the cease and desist orders as the facts require.

(e) If no hearing is requested within 30 days of service of the order, the order becomes final and remains

in effect until it is modified or vacated by the board.

(f) If the person or firm to whom a cease and desist order is issued fails to appear at the hearing after

being duly notified, the person or firm is in default and the proceeding may be determined against that person

or firm upon consideration of the cease and desist order, the allegations of which may be considered to be

true.

(g) In lieu of or in addition to the order provided in paragraph (a), the board may require the person or

firm to provide to the board a true and complete list of the person's or firm's clientele so that they can, if

deemed necessary, be notified of the board's action. Failure to do so, or to provide an incomplete or inaccurate

list, is an act discreditable.

Subd. 5. Actions against persons or firms. (a) The board may, by order, deny, refuse to renew, suspend,

temporarily suspend, or revoke the application, or practice privileges, registration or certificate of a person

or firm; censure or reprimand the person or firm; prohibit the person or firm from preparing tax returns or

reporting on financial statements; limit the scope of practice of any licensee; limit privileges under section

326A.14; refuse to permit a person to sit for examination; or refuse to release the person's examination

grades if the board finds that the order is in the public interest and that, based on a preponderance of the

evidence presented, the person or firm:

(1) has violated a statute, rule, or order that the board has issued or is empowered to enforce;

(2) has engaged in conduct or acts that are fraudulent, deceptive, or dishonest whether or not the conduct

or acts relate to performing or offering to perform professional services, providing that the fraudulent,

deceptive, or dishonest conduct or acts reflect adversely on the person's or firm's ability or fitness to provide

professional services;

(3) has engaged in conduct or acts that are negligent or otherwise in violation of the standards established

by board rule, where the conduct or acts relate to providing professional services, including in the filing or

failure to file the licensee's income tax returns;

(4) has been convicted of, has pled guilty or nolo contendere to, or has been sentenced as a result of the

commission of a felony or crime, an element of which is dishonesty or fraud; has been shown to have or

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admitted to having engaged in acts or practices tending to show that the person or firm is incompetent; or

has engaged in conduct reflecting adversely on the person's or firm's ability or fitness to provide professional

services, whether or not a conviction was obtained or a plea was entered or withheld and whether or not

dishonesty or fraud was an element of the conduct;

(5) employed fraud or deception in obtaining a certificate, permit, registration, practice privileges,

renewal, or reinstatement or in passing all or a portion of the examination;

(6) has had the person's or firm's permit, registration, practice privileges, certificate, right to examine,

or other similar authority revoked, suspended, canceled, limited, or not renewed for cause, or has committed

unprofessional acts for which the person or firm was otherwise disciplined or sanctioned, including, but not

limited to, being ordered to or agreeing to cease and desist from prescribed conduct, in any state or any

foreign country;

(7) has had the person's or firm's right to practice before any federal, state, other government agency,

or Public Company Accounting Oversight Board revoked, suspended, canceled, limited, or not renewed for

cause, or has committed unprofessional acts for which the person or firm was otherwise disciplined or

sanctioned, including, but not limited to, being ordered to or agreeing to cease and desist from prescribed

conduct;

(8) failed to meet any requirement for the issuance or renewal of the person's or firm's certificate,

registration or permit, or for practice privileges;

(9) with respect to temporary suspension orders, has committed an act, engaged in conduct, or committed

practices that may result or may have resulted, in the opinion of the board or the complaint committee if

authorized by the board, in an immediate threat to the public;

(10) has engaged in any conduct reflecting adversely upon the person's or firm's fitness to perform

services while a licensee, individual granted privileges under section 326A.14, or a person registered under

section 326A.06, paragraph (b); or

(11) has, prior to a voluntary surrender of a certificate or permit to the board, engaged in conduct which

at any time resulted in the discipline or sanction described in clause (6) or (7).

(b) In lieu of or in addition to any remedy provided in paragraph (a), the board, or the complaint committee

if authorized by the board, may require, as a condition of continued possession of a certificate, a registration,

or practice privileges, termination of suspension, reinstatement of permit, registration of a person or firm or

of practice privileges under section 326A.14, a certificate, an examination, or release of examination grades,

that the person or firm:

(1) submit to a peer review of the person's or firm's ability, skills, or quality of work, conducted in a

fashion and by persons, entity, or entities as required by the board; and

(2) complete to the satisfaction of the board continuing professional education courses specified by the

board.

or overnight express mail service, postage prepaid and addressed to the party at the party's last known address.

Service by United States mail, including certified mail, is complete upon placing the order in the mail or

otherwise delivering the order to the United States mail service. Service by overnight express mail service

is complete upon delivering the order to an authorized agent of the express mail service. The order shall

state the reasons for the entry of the order.

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(d) All hearings required by this subdivision must be conducted in accordance with chapter 14 except

with respect to temporary suspension orders as provided for in subdivision 6.

(e) In addition to the remedies authorized by this subdivision, the board, or the complaint committee if

authorized by the board, may enter into an agreement with the person or firm for corrective action and may

unilaterally issue a warning to a person or firm.

(f) The board shall not use agreements for corrective action or warnings in any situation where the person

or firm has been convicted of or pled guilty or nolo contendere to a felony or crime and the felony or crime

is the basis of the board's action against the person or firm, where the conduct of the person or firm indicates

a pattern of related violations of paragraph (a) or the rules of the board, or where the board concludes that

the conduct of the person or firm will not be deterred other than by disciplinary action under this subdivision

or subdivision 4 or 6.

(g) Agreements for corrective action may be used by the board, or the complaint committee if authorized

by the board, where the violation committed by the person or firm does not warrant disciplinary action

pursuant to this subdivision or subdivision 4 or 6, but where the board, or the complaint committee if

authorized by the board, determines that corrective action is required to prevent further such violations and

to otherwise protect the public. Warnings may be used by the board, or the complaint committee if authorized

by the board, where the violation of the person or firm is de minimus, does not warrant disciplinary action

under this subdivision or subdivision 4 or 6, and does not require corrective action to protect the public.

(h) Agreements for corrective action must not be considered disciplinary action against the person's or

firm's application, permit, registration or certificate, or practice privileges under section 326A.14. However,

agreements for corrective action are public data. Warnings must not be considered disciplinary action against

the person's or firm's application, permit, registration, or certificate or person's practice privileges and are

private data.

Subd. 6. Temporary suspension provisions. (a) When the board, or the complaint committee if

authorized by the board, issues a temporary suspension order, the suspension is in effect upon service of a

written order on the person, firm, or counsel of record as provided in subdivision 4, paragraph (b), specifying

the statute, rule, or order violated. The order remains in effect until the board issues a final order in the matter

after a hearing or upon agreement between the board and the person or firm.

(b) The order may prohibit the person or firm from providing professional services in whole or in part,

as the facts may require, and may condition the end of such suspension on compliance with a statute, rule,

or order that the board has issued or is empowered to enforce.

the entry of order.

(d) Within ten days after service of the order, the person or firm may request a hearing in writing. The

board shall hold a hearing before its own members within five working days of a receipt of a request for

hearing or within five working days of receipt of a request for hearing on the sole issue of whether there is

a reasonable basis to continue, modify, or lift the temporary suspension. This hearing is not subject to chapter

14. Evidence presented by the board or the person or firm shall be in affidavit form only. The person, firm,

or counsel of record may appear for oral argument.

(e) Within five working days after the hearing, the board shall issue its order and, if the suspension is

continued, schedule a contested case hearing within 30 days after issuance of the order. The administrative

law judge shall issue a report within 30 days after closing of the contested case hearing record, notwithstanding

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the provisions of Minnesota Rules, part 1400.8100, subpart 3. The board shall issue a final order within 30

days after receipt of that report.

Subd. 7. Violation; penalties; costs of proceeding. (a) The board may impose a civil penalty not to

exceed $5,000 per violation upon a person or a firm that violates an order, statute, or rule that the board has

issued or is empowered to enforce.

(b) The board may, in addition, impose a fee to reimburse the board for all or part of the cost of the

proceedings, including reasonable investigative costs, resulting in disciplinary or corrective action authorized

by this section, the imposition of civil penalties, or the issuance of a cease and desist order. The fee may be

imposed when the board shows that the position of the person or firm that violates a statute, rule, or order

that the board has issued or is empowered to enforce is not substantially justified, unless special circumstances

make an award unjust, notwithstanding the provisions of Minnesota Rules, part 1400.8401. The costs include,

but are not limited to, the amount paid by the board for services from the office of administrative hearings,

attorney and reasonable investigative fees, court reporters, witnesses, reproduction of records, board members'

per diem compensation, board staff time, and expense incurred by board members and staff.

Subd. 8. Other persons and entities subject to discipline. Any person or entity who prepares or reports

on financial statements or schedules for a client for a fee is subject to this section and the practice of the

person or entity may be disciplined by the board as provided for in this section. The board may discipline

a person or entity based on violations of this chapter, the board's rules, or misrepresentations made by the

person or entity regarding the work the person or entity performed.

Subd. 9. Notification of other states. In any case where the board renders a decision imposing discipline

against a person or firm, the board shall examine its records to determine whether the person or firm holds

a certificate or a permit in any other state. If so, the board shall notify the board of accountancy of the other

state of its decision, by mail or by other reasonable means, within 45 days of the decision becoming final.

Subd. 10. Actions against lapsed license, certificate, or permit. If a person's or firm's permit,

registration, practice privileges, license, certificate, or other similar authority lapses, expires, is surrendered,

withdrawn, terminated, canceled, limited, not renewed, or otherwise becomes invalid, the board may institute

a proceeding under this subdivision within two years after the date the license, certificate, or permit was last

effective and enter a revocation or suspension order as of the last date on which the license, certificate, or

permit was in effect, or impose a civil penalty as provided for in subdivision 7.

History: 2001 c 109 art 1 s 10; 2008 c 195 s 21-27; 2015 c 77 art 2 s 68; 1Sp2019 c 10 art 9 s 5-7

326A.09 REINSTATEMENT.

The board may reinstate a suspended, revoked, expired, or surrendered certificate, registration, or permit

or suspended, revoked, expired, or surrendered practice privileges upon petition of the person or firm holding

or formerly holding the registration, permit, or certificate, or practice privileges. The board may, in its sole

discretion, require that the person or firm submit to the board evidence of having obtained up to 120 hours

of continuing professional education credits that would have been required had the person or firm held a

registration, certificate, permit, or practice privileges continuously. The board may, in its sole discretion,

place any other conditions upon reinstatement of a suspended, revoked, expired, or surrendered certificate,

permit, registration, or of practice privileges that it finds appropriate and necessary to ensure that the purposes

of this chapter are met. No suspended certificate, registration, permit, or practice privileges may be reinstated

until the former holder, or person with practice privileges has completed one-half of the suspension.

History: 2001 c 109 art 1 s 11; 2022 c 72 s 1

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326A.10 UNLAWFUL ACTS.

(a) Only a licensee and individuals who have been granted practice privileges under section 326A.14

may issue a report on financial statements of any person, firm, organization, or governmental unit that results

from providing attest services, or offer to render or render any attest service. Only a certified public accountant,

an individual who has been granted practice privileges under section 326A.14, a CPA firm, or, to the extent

permitted by board rule, a person registered under section 326A.06, paragraph (b), may issue a report on

financial statements of any person, firm, organization, or governmental unit that results from providing

compilation services or offer to render or render any compilation service. These restrictions do not prohibit

any act of a public official or public employee in the performance of that person's duties or prohibit the

performance by any nonlicensee of other services involving the use of accounting skills, including the

preparation of tax returns, management advisory services, and the preparation of financial statements without

the issuance of reports on them. Nonlicensees may prepare financial statements and issue nonattest transmittals

or information on them which do not purport to be in compliance with the Statements on Standards for

Accounting and Review Services (SSARS). Nonlicensees registered under section 326A.06, paragraph (b),

may, to the extent permitted by board rule, prepare financial statements and issue nonattest transmittals or

information on them.

(b) Licensees and individuals who have been granted practice privileges under section 326A.14 performing

attest or compilation services must provide those services in accordance with professional standards. To the

extent permitted by board rule, registered accounting practitioners performing compilation services must

provide those services in accordance with standards specified in board rule.

granted under section 326A.14 shall not use or assume the title "certified public accountant," the abbreviation

"CPA," or any other title, designation, words, letters, abbreviation, sign, card, or device tending to indicate

that the person is a certified public accountant.

(d) A firm shall not provide attest services or assume or use the title "certified public accountants," the

abbreviation "CPA's," or any other title, designation, words, letters, abbreviation, sign, card, or device tending

to indicate that the firm is a CPA firm unless (1) the firm has complied with section 326A.05, and (2)

ownership of the firm is in accordance with this chapter and rules adopted by the board.

(e) A person or firm that does not hold a valid certificate or permit issued under section 326A.04 or

326A.05 or has not otherwise complied with section 326A.04 or 326A.05 as required in this chapter shall

not assume or use the title "certified accountant," "chartered accountant," "enrolled accountant," "licensed

accountant," "registered accountant," "accredited accountant," "accounting practitioner," "public accountant,"

"licensed public accountant," or any other title or designation likely to be confused with the title "certified

public accountant," or use any of the abbreviations "CA," "LA," "RA," "AA," "PA," "AP," "LPA," or similar

abbreviation likely to be confused with the abbreviation "CPA." The title "enrolled agent" or "EA" may only

be used by individuals so designated by the Internal Revenue Service.

(f) Persons registered under section 326A.06, paragraph (b), may use the title "registered accounting

practitioner" or the abbreviation "RAP." A person who does not hold a valid registration under section

326A.06, paragraph (b), shall not assume or use such title or abbreviation.

(g) Except to the extent permitted in paragraph (a), nonlicensees may not use language in any statement

relating to the financial affairs of a person or entity that is conventionally used by licensees in reports on

financial statements or on an attest service. In this regard, the board shall issue by rule safe harbor language

that nonlicensees may use in connection with such financial information. A person or firm that does not

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hold a valid certificate or permit, or a registration issued under section 326A.04, 326A.05, or 326A.06,

paragraph (b), or has not otherwise complied with section 326A.04 or 326A.05 as required in this chapter

shall not assume or use any title or designation that includes the word "accountant" or "accounting" in

connection with any other language, including the language of a report, that implies that the person or firm

holds such a certificate, permit, or registration or has special competence as an accountant. A person or firm

that does not hold a valid certificate or permit issued under section 326A.04 or 326A.05 or has not otherwise

complied with section 326A.04 or 326A.05 as required in this chapter shall not assume or use any title or

designation that includes the word "auditor" in connection with any other language, including the language

of a report, that implies that the person or firm holds such a certificate or permit or has special competence

as an auditor. However, this paragraph does not prohibit any officer, partner, member, manager, or employee

of any firm or organization from affixing that person's own signature to any statement in reference to the

financial affairs of such firm or organization with any wording designating the position, title, or office that

the person holds, nor prohibit any act of a public official or employee in the performance of the person's

duties as such.

(h)(1) No person holding a certificate or registration or firm holding a permit under this chapter shall

use a professional or firm name or designation that is misleading about the legal form of the firm, or about

the persons who are partners, officers, members, managers, or shareholders of the firm, or about any other

matter. However, names of one or more former partners, members, managers, or shareholders may be

included in the name of a firm or its successor.

(2) A common brand name or network name part, including common initials, used by a CPA firm in its

name, is not misleading if the firm is a network firm as defined in the American Institute of Certified Public

Accountants (AICPA) Code of Professional Conduct incorporated by reference in Minnesota Rules, part

1105.0250, and when offering or rendering services that require independence under AICPA standards, the

firm must comply with the AICPA code's applicable standards on independence.

(i) Paragraphs (a) to (h) do not apply to a person or firm holding a certification, designation, degree, or

license granted in a foreign country entitling the holder to engage in the practice of public accountancy or

its equivalent in that country, if:

(1) the activities of the person or firm in this state are limited to the provision of professional services

to persons or firms who are residents of, governments of, or business entities of the country in which the

person holds the entitlement;

(2) the person or firm performs no attest or compilation services and issues no reports with respect to

the information of any other persons, firms, or governmental units in this state; and

(3) the person or firm does not use in this state any title or designation other than the one under which

the person practices in the foreign country, followed by a translation of the title or designation into English,

if it is in a different language, and by the name of the country.

(j) No holder of a certificate issued under section 326A.04 may perform attest services through any

business form that does not hold a valid permit issued under section 326A.05.

(k) No individual licensee may issue a report upon a compilation of financial information through any

form of business that does not hold a valid permit issued under section 326A.05, unless the report discloses

the name of the business through which the individual is issuing the report, and the individual:

(1) signs the compilation report identifying the individual as a certified public accountant;

(2) meets the competency requirement provided in applicable standards; and

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(3) undergoes no less frequently than once every three years, a peer review conducted in a manner

specified by the board in rule, and the review includes verification that the individual has met the competency

requirements set out in professional standards for such services.

(l) No person registered under section 326A.06, paragraph (b), may issue a report upon a compilation

of financial information unless the board by rule permits the report and the person:

(1) signs the compilation report identifying the individual as a registered accounting practitioner;

(2) meets the competency requirements in board rule; and

(3) undergoes no less frequently than once every three years a peer review conducted in a manner

specified by the board in rule, and the review includes verification that the individual has met the competency

requirements in board rule.

(m) Nothing in this section prohibits a practicing attorney or firm of attorneys from preparing or presenting

records or documents customarily prepared by an attorney or firm of attorneys in connection with the

attorney's professional work in the practice of law.

(n) The board shall adopt rules that place limitations on receipt by a licensee or a person who holds a

registration under section 326A.06, paragraph (b), of:

(1) contingent fees for professional services performed; and

(2) commissions or referral fees for recommending or referring to a client any product or service.

(o) Anything in this section to the contrary notwithstanding, it shall not be a violation of this section for

a firm not holding a valid permit under section 326A.05 and not having an office in this state to provide its

professional services in this state so long as it complies with the applicable requirements of section 326A.05,

subdivision 1.

History: 2001 c 109 art 1 s 12; 2008 c 195 s 28; 2013 c 85 art 5 s 40; 2015 c 77 art 2 s 69; 1Sp2019

c 10 art 9 s 8

326A.11 SINGLE ACT EVIDENCE OF PRACTICE.

In any action brought under section 326A.08, evidence of the commission of a single act prohibited by

this chapter is sufficient to justify a penalty, injunction, restraining order, or conviction, respectively, without

evidence of a general course of conduct.

History: 2001 c 109 art 1 s 13

326A.12 CONFIDENTIAL COMMUNICATIONS.

(a) Except by permission of the client for whom a licensee performs services or the heirs, successors,

or personal representatives of the client, a licensee shall not voluntarily disclose information communicated

to the licensee by the client relating to and in connection with services rendered to the client by the licensee.

Nothing in this section may be construed to prohibit:

(1) the disclosure of information required to be disclosed by the standards of the public accounting

profession in reporting on the examination of financial statements; or

(2) disclosures in court proceedings, in investigations or proceedings under section 326A.08, in ethical

investigations conducted by private professional organizations, in the course of peer reviews, to other persons

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active in the organization performing services for that client on a need-to-know basis, or to persons in the

entity who need this information for the sole purpose of assuring quality control.

(b) This section also applies to persons registered under section 326A.06, paragraph (b), and to persons

granted a practice privilege under section 326A.14.

History: 2001 c 109 art 1 s 14; 2008 c 195 s 29

326A.13 WORKING PAPERS; CLIENTS' RECORDS.

(a) Subject to the provisions of section 326A.12, all statements, records, schedules, working papers, and

memoranda made by a licensee or a partner, shareholder, officer, director, member, manager, or employee

of a licensee, incident to, or in the course of, rendering services to a client while a licensee, except the reports

submitted by the licensee to the client and except for records that are part of the client's records, remain the

property of the licensee in the absence of an express agreement between the licensee and the client to the

contrary. No statement, record, schedule, working paper, or memorandum may be sold, transferred, or

bequeathed, without the consent of the client or the client's personal representative or assignee, to anyone

other than one or more surviving partners, stockholders, members or new partners, new stockholders, new

members of the licensee, or any combined or merged firm or successor in interest to the licensee. Nothing

in this section may be construed as prohibiting any temporary transfer of work papers or other material

necessary in the course of carrying out peer reviews or as otherwise interfering with the disclosure of

information pursuant to section 326A.12.

(b) A licensee shall furnish to a client or former client, upon request and reasonable notice:

(1) a copy of the licensee's working papers, to the extent that the working papers include records that

would ordinarily constitute part of the client's records and are not otherwise available to the client; and

(2) any accounting or other records belonging to, or obtained from or on behalf of, the client that the

licensee removed from the client's premises or received for the client's account. The licensee may make and

retain copies of such documents of the client when they form the basis for work done by the licensee.

any other applicable statute.

(d) This section also applies to persons registered under section 326A.06, paragraph (b), and to persons

granted a practice privilege under section 326A.14.

History: 2001 c 109 art 1 s 15; 2008 c 195 s 30

326A.14 SUBSTANTIAL EQUIVALENCY.

Subdivision 1. Requirements. (a) An individual whose principal place of business is not in this state

and who holds a valid license in good standing as a certified public accountant from any state which, upon

verification, is in substantial equivalence with the certified public accountant licensure requirements of

section 326A.03, subdivisions 3, 4, and 6, shall be presumed to have qualifications substantially equivalent

to this state's requirements and shall have all the privileges of licensees of this state without the need to

obtain a license. Notwithstanding any contrary provision of this chapter, an individual who offers or renders

professional services, whether in person, by mail, telephone, or electronic means, under this paragraph: (1)

shall be granted practice privileges in this state; (2) is subject to the requirements in paragraph (c); and (3)

is not required to provide any notice or other submission.

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(b) An individual whose principal place of business is not in this state and who holds a valid license in

good standing as a certified public accountant from any state whose certified public accountant licensure

qualifications, upon verification, are not substantially equivalent with the licensure requirements of section

326A.03, subdivisions 3, 4, and 6, shall be presumed to have qualifications substantially equivalent to this

state's requirements and shall have all the privileges of licensees of this state without the need to obtain a

license if the individual obtains verification, as specified in board rule, that the individual's qualifications

are substantially equivalent to the licensure requirements of section 326A.03, subdivisions 3, 4, and 6. For

purposes of this paragraph, any individual who passed the Uniform CPA Examination and holds a valid

license issued by any other state prior to January 1, 2009, is exempt from the education requirement in

section 326A.03, subdivision 6, paragraph (a), provided the individual meets the education requirement in

section 326A.03, subdivision 3. Notwithstanding any contrary provision of this chapter, an individual who

offers or renders professional services, whether in person, by mail, telephone, or electronic means, under

this paragraph: (1) shall, after the verification specified by adopted rules, be granted practice privileges in

this state; (2) is subject to the requirements in paragraph (c); and (3) is not required to provide any notice

or other submission.

firm which employs that licensee are deemed to have consented, as a condition of the grant of this privilege:

(1) to the personal and subject matter jurisdiction and disciplinary authority of the board;

(2) to comply with this chapter and the board's rules;

(3) to the appointment of the state board that issued the license as the licensee's agent upon whom process

may be served in any action or proceeding by this board against the licensee; and

(4) to cease offering or rendering professional services in this state individually and on behalf of a firm

in the event the license issued by the state of the individual's principal place of business is no longer valid

or in good standing.

(d) An individual who has been granted practice privileges under this section who performs attest services

as defined in section 326A.01, subdivision 2, clause (1), (4), or (5), for any entity with its headquarters in

this state, may only do so through a firm which has obtained a permit under section 326A.05.

Subd. 2. Use of title in another state. A licensee of this state offering or rendering services or using

the CPA title in another state is subject to the same disciplinary action in this state for which the licensee

would be subject to discipline for an act committed in the other state. The board shall investigate any

complaint made by the board of accountancy of another state.

History: 2001 c 109 art 1 s 16; 2008 c 195 s 31; 2020 c 83 art 1 s 81

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