Amendment AA1-ASA1-SB55

SB55-ASA1-AA1,1265,20 442.025 Applicability. This chapter does not require a certificate or license under this chapter for any of the following:

SB55-ASA1-AA1,1265,21 (5) A public official or public employee in performing his or her duties.

SB55-ASA1-AA1,1265,24 (6) A person who performs services involving the use of accounting skills, including management advisory services, the preparation of tax returns, and the preparation of financial statements without issuing reports on the statements.

SB55-ASA1-AA1,1266,4 (7) A person who prepares financial statements and issues information thereon that does not purport to be in compliance with the statement on standards for accounting and review services issued by the American Institute of Certified Public Accountants.

SB55-ASA1-AA1, s. 3605rn Section 3605rn. 442.03 (1) of the statutes is renumbered 442.03 and amended to read:

SB55-ASA1-AA1,1266,13 442.03 Licenses required. No person may lawfully practice in this state as a certified public accountant either in the person's own name, or as an employee, or under an assumed name, or as an officer, member or employee of a firm, or as an officer or employee of a corporation a member of a firm, unless the person has been granted by the examining board a certificate as a certified public accountant, and unless the person, firm or corporation, jointly and severally, has and firm have complied with all of the provisions of this chapter, including licensure.

SB55-ASA1-AA1, s. 3605rp Section 3605rp. 442.03 (2) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605rr Section 3605rr. 442.03 (3) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605rt Section 3605rt. 442.04 (3) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605rv Section 3605rv. 442.04 (4) (b) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605rx Section 3605rx. 442.04 (4) (bm) of the statutes is amended to read:

SB55-ASA1-AA1,1266,24 442.04 (4) (bm) After December 31, 2000, a A person may not take the examination leading to the certificate to practice as a certified public accountant unless the person has completed at least 150 semester hours of education with an accounting concentration at an institution, and has received a bachelor's or higher degree with an accounting concentration from an institution, except as provided in par. (c).

SB55-ASA1-AA1, s. 3605rz Section 3605rz. 442.04 (4) (c) of the statutes is amended to read:

SB55-ASA1-AA1,1267,8 442.04 (4) (c) If an applicant has a bachelor's or higher degree from an institution but does not have a resident major in accounting required in par. (b) or an accounting concentration required in par. (bm), the examining board may review such other educational experience from an institution as the applicant presents and, if the examining board determines that such other experience provides the reasonable equivalence of a resident major in accounting required in par. (b) or an accounting concentration required in par. (bm), the examining board shall approve the applicant for examination.

SB55-ASA1-AA1, s. 3605tb Section 3605tb. 442.04 (5) of the statutes is amended to read:

SB55-ASA1-AA1,1268,2 442.04 (5) The examining board may not grant a certificate as a certified public accountant to any person other than a person who is 18 years of age or older, does not have an arrest or conviction record, subject to ss. 111.321, 111.322 , and 111.335, and, except as provided in s. 442.05, has successfully passed a written an examination in such subjects affecting accountancy as the examining board considers necessary. If the person applying for the certificate passes the examination during the period beginning on May 17, 1996, and ending on December 31, 2000, the examining board may not grant the certificate unless the applicant has at least 3 years of public accounting experience or its equivalent, the sufficiency of the experience or the equivalency to be judged by the examining board. If the person applying for the certificate passes the examination after December 31, 2000, the The examining board may not grant the certificate unless the applicant has at least 2 years one year of public accounting experience or its equivalent, the sufficiency of the experience or the equivalency to be judged by the examining board. The examining board shall ensure that evaluation procedures and examinations are nondiscriminatory, relate directly to accountancy, and are designed to measure only the ability to perform competently as an accountant. The examining board may use the examination service provided by the American Institute of Certified Public Accountants.

SB55-ASA1-AA1, s. 3605td Section 3605td. 442.06 of the statutes is repealed.

SB55-ASA1-AA1, s. 3605tf Section 3605tf. 442.07 (title) of the statutes is amended to read:

SB55-ASA1-AA1,1268,6 442.07 (title) Requirements for practice as certified public accountant or public accountant.

SB55-ASA1-AA1, s. 3605th Section 3605th. 442.07 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1268,19 442.07 (1) Any person who has been issued a certificate of the person's qualifications to practice as a certified public accountant, shall be styled and known as a "certified public accountant" and no other person shall assume to use such title or the abbreviation "C.P.A." or any other word, words, letters , or figures to indicate that the person using the same is a certified public accountant. The terms "chartered accountant" and "certified accountant" and the abbreviation "C.A." are specifically prohibited to such other persons as being prima facie misleading to the public. Any person who has been issued a certificate of authority, as herein provided, shall be styled and known as a "public accountant" and no other person, other than a certified public accountant, shall assume to use such designation or any other word, words, letters or figures to indicate that such person is entitled to practice as a public accountant.

SB55-ASA1-AA1, s. 3605tj Section 3605tj. 442.07 (2) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605tL Section 3605tL. 442.07 (3) of the statutes is amended to read:

SB55-ASA1-AA1,1269,9 442.07 (3) Any partnership, which firm that is entitled to practice as certified public accountants in this state or any other state, and every resident member and resident manager of which the firm who is a certified public accountant of this state, after registering the partnership firm name with the examining board, may use the designation "certified public accountants" in connection with the partnership firm name. Any partnership, every member and resident manager of which is a certified public accountant of this state or any other state or holds a certificate of authority under this chapter, after registering the partnership name with the examining board, may use the designation "public accountants" in connection with the partnership name. An assumed name, in use prior to September 21, 1935, may be used the same as a partnership name, provided the individual persons practicing as principals under that name hold certificates granted by the examining board and register the name with the examining board.

SB55-ASA1-AA1, s. 3605tn Section 3605tn. 442.08 of the statutes is repealed and recreated to read:

SB55-ASA1-AA1,1269,14 442.08 Licensure. (1) The department shall issue a license to an individual who holds an unrevoked certificate as a certified public accountant, submits an application for the license on a form provided by the department, and pays the fee specified in s. 440.05 (1).

SB55-ASA1-AA1,1269,17 (2) The department shall issue a license to a firm that submits an application for the license on a form provided by the department, pays the fee specified in s. 440.05 (1), and does each of the following:

SB55-ASA1-AA1,1269,18 (a) Identifies each office of the firm that is located in this state.

SB55-ASA1-AA1,1269,21 (b) If any person who holds an ownership interest in the firm is not licensed under sub. (1), designates an individual licensed under sub. (1) as the individual responsible for the firm's compliance with this chapter.

SB55-ASA1-AA1,1269,22 (c) Demonstrates, to the satisfaction of the department, each of the following:

SB55-ASA1-AA1,1269,24 1. That all attest services provided by the firm in this state are under the charge of an individual licensed under sub. (1).

SB55-ASA1-AA1,1270,3 2. That more than 50% of the ownership interest of the firm is held by individuals who hold certificates or licenses to practice as a certified public accountant issued under the laws of any state or foreign country.

SB55-ASA1-AA1,1270,6 3. That each person who holds an ownership interest in the firm, and who does not hold a certificate or license to practice as a certified public accountant, is an individual who actively participates in the firm or an affiliated entity.

SB55-ASA1-AA1,1270,10 (3) The examining board shall promulgate rules that define "ownership interest" for purposes of sub. (2) and for determining the percentage of a person's ownership interest in a firm. In promulgating the rules, the examining board shall consider the financial interests and voting rights of all members of a firm.

SB55-ASA1-AA1, s. 3605tp Section 3605tp. 442.083 of the statutes is created to read:

SB55-ASA1-AA1,1270,16 442.083 Renewal. The renewal dates and renewal fees for licenses issued under this chapter are specified under s. 440.08 (2) (a). The department may not renew a license issued to a firm unless, at the time of renewal, the firm satisfies the requirements under s. 442.08 (2) and demonstrates, to the satisfaction of the department, that the firm has complied with the requirements under s. 442.087.

SB55-ASA1-AA1, s. 3605tr Section 3605tr. 442.087 of the statutes is created to read:

SB55-ASA1-AA1,1270,22 442.087 Peer review. (1) Definition. In this section, "peer review" means a process for a person licensed under this chapter to evaluate the professional competency of the members of a firm who are responsible for attest services provided by the firm or who sign or authorize another individual to sign accounting reports or financial statements on behalf of the firm.

SB55-ASA1-AA1,1271,2 (2) Renewal of firm licenses. After January 1, 2005, the department may not renew the license of a firm unless, at least once every 3 years, the firm undergoes the peer review that is specified in the rules promulgated under sub. (3) and that is conducted by a person approved by the examining board under the rules who is not affiliated with the firm or members of the firm undergoing review.

SB55-ASA1-AA1,1271,10 (3) Rules. The examining board shall promulgate rules that describe the peer review required to renew a firm's license under sub. (2). The rules shall include requirements for the examining board to approve one or more persons to conduct the peer reviews. The rules shall also require each person approved by the examining board to conduct peer reviews to periodically report to the examining board on the effectiveness of the peer reviews conducted by the person and to provide the examining board with a listing of all firms that have undergone peer review conducted by the person.

SB55-ASA1-AA1,1271,15 (4) Confidentiality. A person approved by the examining board to conduct peer reviews may not disclose to any person, including the examining board or the department, any information obtained or document produced during the course of or as a result of a review unless the firm undergoing the review consents to the disclosure.

SB55-ASA1-AA1, s. 3605tt Section 3605tt. 442.10 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1272,2 442.10 (1) Whenever any person, as a certified public accountant or public accountant, signs or certifies any report, schedule, or statement relative to the affairs of any corporation, association, or partnership in which the person is financially interested or by which the person is regularly engaged as an officer or employee, the signature or certification shall be accompanied by a specific statement setting forth the fact that the person is financially interested in or is an officer or regular employee of the corporation, association, or partnership. If the person is both financially interested and an officer or regular employee, the statement shall cover both financial interest and employment. In the case of a corporation holding a certificate of authority firm signing or certifying as above described in this subsection, the interest of any of its stockholders members shall be disclosed.

SB55-ASA1-AA1, s. 3605tv Section 3605tv. 442.10 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1272,11 442.10 (2) Notwithstanding sub. (1), no person licensed under this chapter, and no firm of which the person is a partner or shareholder member, may express an opinion as an independent certified public accountant on financial statements of any enterprise unless the person and the firm are independent of the enterprise. The requirement for independence under this subsection also extends to the spouse of such a person and to other relatives having a financial or business relationship with the enterprise which, in the opinion of the examining board, may impair independence.

SB55-ASA1-AA1, s. 3605tx Section 3605tx. 442.11 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1272,15 442.11 (1) Uses any term other than certified public accountant or the abbreviation C. P. A. to indicate that he or she is a certified public accountant with a specially granted title.

SB55-ASA1-AA1, s. 3605tz Section 3605tz. 442.11 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1272,21 442.11 (2) While practicing under an assumed name, or as a member of a partnership firm, other than a partnership firm with a name that is registered under s. 442.07 as composed of certified public accountants, or as an officer of a corporation (3), announces, either in writing or by printing, that the assumed name, partnership or corporation or firm is practicing as a certified public accountant.

SB55-ASA1-AA1, s. 3605vb Section 3605vb. 442.11 (3) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605vd Section 3605vd. 442.11 (4) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605vf Section 3605vf. 442.11 (6) of the statutes is repealed.

SB55-ASA1-AA1, s. 3605vh Section 3605vh. 442.11 (7) of the statutes is amended to read:

SB55-ASA1-AA1,1273,2 442.11 (7) Practices as a certified public accountant or as a public accountant after his or her certificate has been revoked.

SB55-ASA1-AA1, s. 3605vj Section 3605vj. 442.11 (8) of the statutes is amended to read:

SB55-ASA1-AA1,1273,7 442.11 (8) As an individual, member of a partnership or officer or director of a corporation or member of a firm, practices or permits the partnership or corporation firm to practice as a certified public accountant or as a public accountant unless a license has been secured for the current licensure period.

SB55-ASA1-AA1, s. 3605vL Section 3605vL. 442.11 (9) of the statutes is amended to read:

SB55-ASA1-AA1,1273,11 442.11 (9) Sells, buys, gives, or obtains an alleged certificate as a certified public accountant, a certificate of authority or a license in any manner other than that provided for by this chapter.

SB55-ASA1-AA1, s. 3605vn Section 3605vn. 442.11 (10) of the statutes is amended to read:

SB55-ASA1-AA1,1273,15 442.11 (10) Attempts to practice as a certified public accountant or as a public accountant under the guise of a certificate not granted by the examining board or under cover of a certificate obtained illegally or fraudulently.

SB55-ASA1-AA1, s. 3605vp Section 3605vp. 442.11 (12) of the statutes is amended to read:

SB55-ASA1-AA1,1273,18 442.11 (12) Attempts by any subterfuge to evade the provisions of this chapter while practicing as a certified public accountant.

SB55-ASA1-AA1, s. 3605vr Section 3605vr. 442.11 (13) of the statutes is amended to read:

SB55-ASA1-AA1,1274,2 442.11 (13) As an individual, a member of a partnership or an officer of a corporation or member of a firm, permits to be announced by printed or written statement that any report, certificate, exhibit, schedule, or statement has been prepared by or under supervision of a certified public accountant or by or under supervision of a public accountant when the person who prepared the report, certificate, exhibit, schedule, or statement was not a certified public accountant or public accountant.

SB55-ASA1-AA1, s. 3605vt Section 3605vt. 442.12 (intro.) of the statutes is amended to read:

SB55-ASA1-AA1,1274,5 442.12 Disciplinary action. (intro.) Subject to the rules promulgated under s. 440.03 (1), the examining board may do any of the following:

SB55-ASA1-AA1, s. 3605vv Section 3605vv. 442.12 (3) of the statutes is amended to read:

SB55-ASA1-AA1,1274,11 442.12 (3) In the case of a corporation or a partnership firm, revoke, limit, or suspend the license of the partnership or corporation firm, or reprimand it, if it is found that any officer, director or member of the firm has been guilty of such act or omission as would be cause for revoking, limiting, or suspending a certificate or license to the person as an individual or for reprimanding the person.

SB55-ASA1-AA1, s. 3605vx Section 3605vx. 442.13 of the statutes is amended to read:

SB55-ASA1-AA1,1274,24 442.13 Ownership of accountant's working papers. All statements, records, schedules, working papers, and memoranda made by a certified public accountant or public accountant incident to or in the course of professional service to clients by such a certified public accountant, except reports submitted by a certified public accountant or public accountant to a client, shall be and remain the property of such the certified public accountant, in the absence of an express agreement between such the certified public accountant and the client to the contrary. No such statement, record, schedule, working paper, or memorandum shall 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 or new or successor partners of such any member of the firm of the certified public accountant.

SB55-ASA1-AA1, s. 3605vz Section 3605vz. 442.14 of the statutes is repealed.

SB55-ASA1-AA1, s. 3608m Section 3608m. 447.34 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1275,4 447.34 (2) Legal counsel, certified public accountants licensed under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.".

SB55-ASA1-AA1,1275,5 1708. Page 1156, line 6: after that line insert:

SB55-ASA1-AA1,1275,6 " Section 3608b. 452.07 (1m) of the statutes is created to read:

SB55-ASA1-AA1,1275,8 452.07 (1m) The department shall promulgate rules that specify the supervisory duties of brokers under s. 452.12 (3).

SB55-ASA1-AA1, s. 3608d Section 3608d. 452.12 (3) (a) of the statutes is renumbered 452.12 (3) and amended to read:

SB55-ASA1-AA1,1275,13 452.12 (3) Broker's liability for acts of employees. Each broker shall supervise, and is responsible for the acts of, any broker, salesperson, or time-share salesperson employed by the broker.

SB55-ASA1-AA1, s. 3608f Section 3608f. 452.12 (3) (b) of the statutes is repealed.

SB55-ASA1-AA1, s. 3608h Section 3608h. 452.139 (2) (c) of the statutes is amended to read:

SB55-ASA1-AA1,1275,19 452.139 (2) (c) Nothing in this subsection limits the liability of a broker under s. 452.12 (3) (a) for misrepresentations made by an employee who is a broker. Nothing in this subsection limits the liability of a client for a misrepresentation that the client makes in connection with brokerage services.".

SB55-ASA1-AA1,1275,20 1709. Page 1156, line 6: after that line insert:

SB55-ASA1-AA1,1275,21 " Section 3608d. 551.02 (1) of the statutes is renumbered 551.02 (1r).

SB55-ASA1-AA1, s. 3608f Section 3608f. 551.02 (1g) of the statutes is created to read:

SB55-ASA1-AA1,1275,23 551.02 (1g) "Accredited investor" has the meaning given in 17 CFR 230.501(a).

SB55-ASA1-AA1, s. 3608h Section 3608h. 551.23 (8) (g) of the statutes is amended to read:

SB55-ASA1-AA1,1276,6 551.23 (8) (g) An individual accredited investor, as defined by rule of the division, if the issuer reasonably believes immediately before the sale that the individual accredited investor, either alone or with the individual accredited investor's representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment.

SB55-ASA1-AA1, s. 3608j Section 3608j. 551.23 (10) of the statutes is amended to read:

SB55-ASA1-AA1,1276,14 551.23 (10) Any offer or sale of its securities by an issuer having its principal office in this state, if the aggregate number of persons holding directly or indirectly all of the issuer's securities, after the securities to be issued are sold, does not exceed 15 25, exclusive of persons under sub. (8), if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state, except to broker-dealers and agents licensed in this state, and if no advertising is published unless it has been permitted by the division.