(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.