Chapter 3 CPA Firms
Section 2 Sole Practitioner, Co-Location, and Joint CPA Firms
Article 20
(Establishment of CPA Firms)
A CPA may act individually in establishing a sole practitioner CPA firm, or two or more CPAs may act together either as co-located practitioners in organizing a co-location CPA firm or as partners in organizing a joint CPA firm, to engage in CPA practice.
A person joining a co-location or joint CPA firm shall possess the qualifications of a registered CPA.
CPAs who establish a joint CPA firm shall include the words "joint CPA firm" in the firm's name.
A sole practitioner or co-location CPA firm may not use a name that would cause persons to misidentify it as a joint or incorporated CPA firm.
Sole practitioner CPA firms, co-location CPA firms, and joint CPA firms may, as operations require, carry professional liability insurance.
The term "co-location CPA firm" in paragraph 1 means a form of business that is run together by co-located practitioners who accept business separately and assume liabilities separately.
Article 21
(Required Conditions for Establishment of CPA Firm)
A CPA who establishes a CPA firm in accordance with the provisions of the preceding article shall satisfy each of the following conditions:
1. Holds the qualifications of a CPA with practice registration.
2. Has not been sanctioned by suspension from practice, or the period of suspension from practice has expired and the CPA's practice registration was not voided or revoked.
Article 22
(Required Content of CPA Firm Partnership Contract)
CPAs establishing a joint CPA firm shall enter into a partnership contract expressly setting forth the following matters:
1. The name of the firm.
2. The full name and occupational title of the firm's responsible person.
3. A description of the practice to be handled by the firm.
4. The full names of the partners.
5. The authorized capital, and each partner's capital contribution.
6. The ratios for sharing of profits and losses among the partners.
7. The distribution of voting rights.
8. The procedures for adoption of resolutions at partners' meetings.
9. The procedures for entry and withdrawal of partners, grounds for withdrawal, and related rights and obligations.
10. The procedures for merger and dissolution, and grounds for dissolution.
11. The ownership of working papers and related documents, and procedures for borrowing and inspection thereof.
12. The date on which the contract is entered into.
A stipulation regarding sharing of profits and losses as set forth in subparagraph 6 of the preceding paragraph may not provide for exemption from the liability set forth in Article 681 of the Civil Code.
Article 22-1
(Requirements Regarding Name and Co-Location Contract of Co-Location CPA Firm)
CPAs who establish a co-location CPA firm shall include the words "co-location CPA firm" in the firm's name.
CPAs who establish a co-location CPA firm shall enter into a co-location contract.
A co-location CPA firm established before the 29 December 2017 amendments to this Act come into force shall achieve compliance with the preceding two paragraphs within one year from the date the amendments come into force.
Article 23
(Joint CPA Firms Exempted from Application of Relevant Provisions of Civil Code)
A joint CPA firm is not subject to the provisions of the Civil Code set forth in Article 673, paragraph 2 of Article 674, Article 683, the proviso in subparagraph 1 of Article 687, or Article 688.