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Chapter Law Content

Title: Certified Public Accountant Act CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 3 CPA Firms
Section 1 Organization and personnel
Article 15
(Types of CPA Firms)
CPA firms are classified into four types, as follows:
1. Sole practitioner CPA firm.
2. Co-location CPA firm.
3. Joint CPA firm.
4. Incorporated CPA firm.
Article 16
(Establishment of CPA Firm Branches)
A CPA firm may establish branches. A branch of a CPA firm shall be headed by a practicing CPA. One practicing CPA shall head no more than one branch, and the total number of branches established by a CPA firm may not exceed the number of practicing CPAs at that firm.
Unless otherwise approved by the competent authority, the branches established in accordance with the provisions of the preceding paragraph shall number no more than one branch in any special municipality, county, or county-level city.
Article 17
(Registration)
A CPA firm and its branches shall register with the NFCPAA.
Rules governing the particulars to be registered by a CPA firm and its branches shall be drafted by the NFCPAA and filed with the competent authority for review and approval. The same applies in the event of an amendment.
If a registered particular as referred to in the preceding paragraph has been changed, the change shall be registered with the NFCPAA within ten days from the date of its occurrence.
Article 18
(Qualifications of CPA Assistants and Reporting of Employment Status)
An assistant who helps a CPA carry out attestation work shall possess one of the following qualifications:
1. Has passed the CPA examination.
2. Has graduated from an educational institution at the level of junior college or above, and has completed a combined total of at least ten credits of coursework in subjects related to accounting, auditing, taxation, or computer science.
3. Has passed a senior or junior civil service examination for accounting or auditing officials.
4. Has graduated from a senior vocational school for commerce and worked in the field of accounting or auditing for two or more years.
Within ten days after the end of each half fiscal year, any hiring or dismissal of assistants involved in attestation work shall be reported by a CPA firm to the NFCPAA for recordation.
Article 19
(Performing of Inspections)
To safeguard the interests of the general public and promote the good of society, the competent authority may dispatch personnel to inspect the operations and operations-related financial condition of a CPA firm that has been approved to and provides attestation services to public companies. A CPA firm may not avoid, impede, or refuse to cooperate with such an inspection.
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 disciplined 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 enforcement of the 29 December 2017 amendments to this Act shall achieve compliance with the preceding two paragraphs within one year from the date the amendments enter 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.
Section 3 Incorporated CPA firms
Article 24
(Incorporated CPA Firms)
CPAs may establish an incorporated CPA firm to engage in CPA practice.
A person joining an incorporated CPA firm as a shareholder shall possess the qualifications of a CPA with practice registration.
CPAs who establish an incorporated CPA firm shall include the words "incorporated CPA firm" in the firm's name.
The minimum capital of an incorporated CPA firm shall be prescribed by the competent authority.
Article 25
(Conditions for Establishment of Incorporated CPA Firm)
To be established, an incorporated CPA firm shall meet the following conditions:
1. Has at least three shareholders who possess the qualifications of a CPA with practice registration.
2. Has capital equal to or greater than the minimum capital prescribed by the competent authority pursuant to the provisions of paragraph 4 of the preceding article.
A CPA may not serve as a promoter of an incorporated CPA firm if he or she has been disciplined by suspension from practice and the period of suspension has not yet expired, or if his or her practice registration has been voided or revoked.
Article 26
(Application for Registration of Incorporated CPA Firm)
To establish an incorporated CPA firm, the promoters referred to in subparagraph 1 of paragraph 1 of the preceding article shall unanimously agree on and adopt articles of incorporation and then apply to the competent authority for approval of registration, submitting application documents, the articles of incorporation, documentary proof of compliance with the provisions of the preceding article and Article 31, and any other documents that the competent authority may require.
After the establishment of an incorporated CPA firm has been registered, if there is any change to the firm's name, address, capital, chairperson, or a director, or in the event of merger, dissolution, suspension of business operations, resumption of business operations, establishment of a branch, or any other matter prescribed by the competent authority, the competent authority shall be contacted within ten days of the date when the matter occurs in order to amend the registration or apply for registration.
The particulars of a registration as set forth in the preceding paragraph shall be made public by the competent authority.
After the establishment of an incorporated CPA firm has been registered, any particular that is required to be registered but has not been registered, and any registered particular that has been amended but has not been registered as amended, shall not be effective as against third parties.
Article 27
(Registration of Incorporated CPA Firm)
Within 30 days of the date on which the competent authority approves the registration of its establishment, an incorporated CPA firm shall register with the NFCPAA. If the latter registration is not duly carried out, the competent authority may revoke its approval of the establishment registration.
Article 28
(Required Content of Articles of Incorporation of Incorporated CPA Firm)
The articles of incorporation of an incorporated CPA firm shall expressly set forth the following items:
1. The name of the firm.
2. A description of the practice to be handled by the firm.
3. Authorized capital.
4. The beginning and ending dates of the accounting year.
5. The ratios or bases for distribution of profits and losses.
6. The number of directors.
7. The distribution of voting rights.
8. Types of meetings, procedures for convocation thereof, and method for adoption of resolutions.
9. The procedures for entry and withdrawal of shareholders, grounds for withdrawal, and related rights and obligations.
10. The ownership of working papers and related documents, and procedures for borrowing and inspection thereof.
11. The procedures for merger, dissolution, and liquidation, and grounds for dissolution.
12. The date on which the articles of incorporation are adopted.
Any amendment to the articles of incorporation of an incorporated CPA firm shall be put up for a vote of the shareholders and approved by at least two-thirds of the voting rights, and shall also be reported within ten days of the amendment to the competent authority for recordation.
An incorporated CPA firm shall have at least three directors, who shall select one person from among their number to serve as chairperson, and the chairperson shall serve as the representative of the incorporated CPA firm.
Article 29
(Incorporation Registration and Rectification)
After its incorporation has been registered, if an incorporated CPA firm fails to meet any of the conditions set forth under Article 25, paragraph 1, the competent authority may order it to make rectification within a prescribed time period. If rectification is not made, the competent authority may revoke its approval of the registration.
Article 30
(Affixing of Seals to Attestation Work)
The practice of an incorporated CPA firm may not be undertaken by any party other than the firm's shareholders.
When a shareholder of an incorporated CPA firm carries out attestation work, the incorporated CPA firm shall affix its seal to his or her work, which shall further be signed or sealed by the CPA who has carried out the attestation work.
A seal affixed pursuant to the preceding paragraph shall have been registered with the NFCPAA.
Article 31
(Carrying of Professional Liability Insurance)
An incorporated CPA firm shall carry professional liability insurance.
The minimum coverage of the professional liability insurance that an incorporated CPA firm is required under the preceding paragraph to carry, and the manner in which it is implemented, shall be prescribed by the competent authority through regulations, taking into account such matters as the amount of capital, number of shareholders, and the size and nature of the practice of individual firms.
If the professional liability insurance carried by an incorporated CPA firm does not comply with the provisions of the regulations referred to in the preceding paragraph, the competent authority may either order the firm to suspend all or part of its practice for up to six months, or revoke its approval of the firm's registration.
Article 32
(Use of Funds)
An incorporated CPA firm may not lend enterprise funds to another party; its enterprise funds may only be used for the following purposes:
1. For deposit with bank.
2. Purchase of government or financial bonds.
3. Purchase of treasury bills, negotiable certificates of deposit, and commercial paper.
4. Other purposes approved by the competent authority.
An incorporated CPA firm may not provide guarantees, endorse negotiable instruments, or provide property for use as collateral by another party.
Article 33
(Annual Financial Report)
An incorporated CPA firm shall file its annual financial report with the competent authority within six months after the end of each accounting year.
Regulations governing the content and preparation of the financial reports referred to in the preceding paragraph and other matters to be observed shall be prescribed by the competent authority.
Article 34
(Distribution of Earnings)
When distributing earnings, an incorporated CPA firm shall set aside ten percent as legal reserve. Notwithstanding the foregoing, however, this requirement does not apply if the amount set aside as legal reserve already reaches the total authorized capital amount.
The legal reserve referred to in the preceding paragraph may not be used for any purpose other than to compensate for losses of the incorporated CPA firm or to be set aside as equity capital.
Article 35
(Causes for Withdrawal of Shareholder)
A shareholder of an incorporated CPA firm shall withdraw from the firm under any of the following circumstances:
1. Death.
2. A cause for withdrawal as set forth in the articles of incorporation.
3. Withdrawal in accordance with the provisions of Article 37, paragraph 2.
4. A request for withdrawal is put to a vote by the entire body of all other shareholders and approved by at least two-thirds of the voting rights, provided that if the provisions of the articles of incorporation require a higher majority, those provisions shall govern.
5. The shareholder loses his or her qualifications to practice as a CPA.
Article 36
(Causes for Dissolution of Incorporated CPA Firm)
An incorporated CPA firm shall be dissolved under any of the following circumstances:
1. A cause for dissolution as set forth in the articles of incorporation.
2. The firm merges with another incorporated CPA firm.
3. Bankruptcy.
4. The competent authority voids or revokes its approval of the firm's registration.
5. The firm fails to commence operations within six months after its incorporation, or it commences operations but subsequently suspends them of its own accord for six months or longer, and the competent authority orders dissolution.
With respect to a time period set forth in subparagraph 5 of the preceding paragraph, if there is a legitimate reason, an application may be filed with the competent authority for an extension.
Article 37
(Resolution Procedures for Merger)
An incorporated CPA firm may merge with another incorporated CPA firm upon a vote by the shareholders with approval by at least two-thirds of the voting rights. Notwithstanding the foregoing, however, if the provisions of the articles of incorporation require a higher majority, those provisions shall govern.
A shareholder who does not approve of a merger referred to in the preceding paragraph may withdraw.
An application shall be filed with the competent authority to register the survival, extinguishment, or consolidation of an incorporated CPA firm after a merger under paragraph 1.
Article 38
(Provisions Applicable Mutatis Mutandis to Incorporated CPA Firms)
An incorporated CPA firm is an incorporated association established in accordance with the provisions of this Act for the purpose of providing professional CPA services, and for the purpose of engaging in the professional services set forth under this Act.
The provisions of Articles 73 to 75, 79 to 97, and 99 of the Company Act apply mutatis mutandis to incorporated CPA firms.