AB345: Bill Text

LRB-0256/3

MDK:jld:jf

2001 - 2002 LEGISLATURE

2001 Assembly BILL 345

April 18, 2001 - Introduced by Representatives Vrakas, Riley, Albers, Duff, Gundrum, Hahn, Huber, Huebsch, Hundertmark, Kedzie, Kestell, Kreibich, La Fave, Lassa, Leibham, Olsen, Plale, Ryba, Seratti, Staskunas, Stone, Turner, Urban, Walker and Wasserman, cosponsored by Senators Burke, Huelsman, Darling, S. Fitzgerald, George, M. Meyer, Risser and Rosenzweig. Referred to Committee on Labor and Workforce Development.

AB345,2,6 An Act to repeal 440.08 (2) (a) 2., 442.03 (2), 442.03 (3), 442.04 (3), 442.04 (4) (b), 442.06, 442.07 (2), 442.11 (3), 442.11 (4), 442.11 (6) and 442.14; to renumber and amend 442.001, 442.02 (7), 442.02 (8), 442.02 (9), 442.02 (10) and 442.03 (1); to amend 39.75 (7) (d), 39.80 (5) (c), 45.353 (3), 64.12 (4), 64.34 (2), 66.0609 (3), 100.03 (1) (bm), 100.03 (1) (ym) 2., 100.06 (1g) (c), 115.817 (5) (b) 1., 120.14 (3), 120.18 (1) (gm), 127.01 (1r), 127.01 (25m) (b), 127.06 (1) (e), 127.06 (1m) (e), 148.19 (2), 180.0701 (4) (c), 180.0826 (2), 180.1903 (1), 181.0850 (2), 181.1620 (2) (intro.), 185.363 (2), 186.094 (2), 186.15 (1), 187.31 (2), 187.41 (2), 198.167, 214.76 (2) and (4), 215.523 (2), 217.08 (2), 221.0616 (2), 440.05 (intro.), 440.08 (2) (a) (intro.), 442.01 (2), 442.01 (3), 442.02 (title), 442.02 (1m) (intro.), 442.02 (1m) (a), 442.02 (1m) (b), 442.02 (5m), 442.02 (6), 442.04 (4) (bm), 442.04 (4) (c), 442.04 (5), 442.07 (title), 442.07 (1), 442.07 (3), 442.10 (1), 442.10 (2), 442.11 (1), 442.11 (2), 442.11 (7), 442.11 (8), 442.11 (9), 442.11 (10), 442.11 (12), 442.11 (13), 442.12 (intro.), 442.12 (3), 442.13, 447.34 (2), 560.16 (6) (a) 3., 893.66 (title) and 893.66 (1); to repeal and recreate 442.08; and to create 180.1903 (1m), 442.001 (1), 442.001 (2), 442.001 (4), 442.001 (5), 442.02 (1m) (dm), 442.025, 442.083 and 442.087 of the statutes; relating to: licensure of certified public accountants and accounting firms, attest and compilation services, peer review of accounting firms, eliminating certificates of authority for public accountants, and granting rule-making authority.

Analysis by the Legislative Reference Bureau

Under current law, the accounting examining board (board) regulates the practice of accounting by certified public accountants and public accountants. With certain exceptions, a person may not practice as a certified public accountant unless he or she is granted a certificate as a certified public accountant by the board and a license by the department of regulation and licensing (DORL). Also, with certain exceptions, a person may not practice as a public accountant unless he or she is granted a certificate of authority as a public accountant by the board and a license by DORL. Only a person who applied before December 1, 1935, is eligible for a certificate of authority as a public accountant. According to DORL, the last certificate of authority as a public accountant expired in 1985.

This bill eliminates the certificate of authority as a public accountant. The bill also changes references under current law to a "public accountant" so that they refer instead to a "certified public accountant."

Also under current law, various requirements apply to corporations, partnerships, and other entities that provide accounting services. For example, a person may not practice as a certified public accountant as an officer, member, or employee of a corporation unless the person is granted a certificate as certified public accountant by the board and the corporation is granted a license by DORL that must be renewed every two years. In addition, a partnership may not use the designation, "certified public accountants," in its name unless the partnership registers its name with the board.

This bill changes the requirements that apply to corporations, partnerships, and other entities so that they apply instead to "firms," which are defined as proprietorships, partnerships, limited liability partnerships, corporations, service corporations, or limited liability companies. In addition, under the bill, a firm that applies for a license must identify each office of the firm that is located in the state and, if any person with an ownership interest in the firm does not hold a certificate as a certified public accountant, the firm must designate an individual who holds such a certificate as the individual responsible for the firm's compliance with state law regarding accounting. Also, a firm that applies for a license must demonstrate each of the following: 1) that more than 50% of the ownership interest of the firm is held by persons who hold certificates or licenses to practice as a certified public accountant issued under the laws of any state or foreign country; 2) 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; and 3) that all attest and compilation services provided by the firm in this state are under the charge of a person issued a certificate as a certified public accountant by the board.

With respect to the third requirement described above, the bill defines "attest services" as audits, reviews, and examinations performed in accordance with the statements on auditing standards, statements on accounting and review services, or statements on standards for attestation engagements, that are issued by the American Institute of Certified Public Accountants (Institute). The bill defines "compilation service" as a service that: 1) is performed in accordance with the statements on standards for accounting and review services issued by the Institute; 2) consists of presenting, in the form of financial statements, information that is the representation of the management of the business that has requested the service; and 3) is provided without expressing any assurance on the financial statements.

The bill requires a firm that applies to renew its license to provide the same information and make the same demonstrations that are required for initial issuance of the license. In addition, after January 1, 2005, DORL may not renew a firm's license unless the firm undergoes peer review at least once every three years. "Peer review" is defined as a process for evaluating the professional competency of the members of a firm who are responsible for attest or compilation services provided by the firm or who sign or authorize another individual to sign accounting reports or financial statements on behalf of the firm. DORL must promulgate rules for approving persons to conduct the peer reviews. A person who conducts a peer review may not disclose to any person, including the board or DORL, information or documents produced from the review, unless the firm undergoing the review consents to the disclosure.

The bill makes other changes to the regulation of certified public accountants under current law, including the following:

1. The bill creates additional exceptions to the prohibition on practicing as a certified public accountant without a certificate granted by the board. The exceptions are for a person who either: 1) performs services involving the use of accounting skills, the preparation of tax returns, or the preparation of financial statements without issuing reports on the statements; or 2) 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 Institute.

2. The bill requires an applicant for a certificate as certified public accountant to have one year of public accounting experience or its equivalent. Under current law, two years are required.

3. The bill allows for the formation of an accounting service corporation if more than 50% of the shareholders are certified public accountants. Under current law, all of the shareholders must be certified public accountants.

4. The bill eliminates outdated provisions regarding the regulation of certified public accountants that no longer apply.

For further information see the state fiscal estimate, which will be printed as an appendix to this bill.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

AB345, s. 1 Section 1. 39.75 (7) (d) of the statutes is amended to read:

AB345,4,8 39.75 (7) (d) The commission shall keep accurate accounts of all receipts and disbursements. The receipts and disbursements of the commission shall be subject to the audit and accounting procedures established by its bylaws. However, all receipts and disbursements of funds handled by the commission shall be audited yearly by a qualified certified public accountant licensed or certified under ch. 442, and the report of the audit shall be included in and become part of the annual reports of the commission.

AB345, s. 2 Section 2. 39.80 (5) (c) of the statutes is amended to read:

AB345,4,16 39.80 (5) (c) The commission shall keep accurate accounts of all receipts and disbursements. The receipts and disbursements of the commission shall be subject to the audit and accounting procedures established under its bylaws. However, all receipts and disbursements of funds handled by the commission shall be audited yearly by a certified or licensed public accountant licensed or certified under ch. 442 and the report of the audit shall be included in and become part of the annual report of the commission.

AB345, s. 3 Section 3. 45.353 (3) of the statutes is amended to read:

AB345,5,17 45.353 (3) Application by any such state veterans organization shall be filed annually with the department for the 12-month period commencing on April 1 and ending on March 31 of the year in which it is filed. An application shall contain a statement of salaries and travel expenses paid to employees engaged in veterans claims service maintained at the regional office by such state veterans organization covering the period for which application for a grant is made, which statement has been certified as correct by an a certified public accountant licensed or certified under ch. 442 and sworn to as correct by the adjutant or principal officer of the state veterans organization. The application shall also contain the state organization's financial statement for its last completed fiscal year and such evidence of claims service activity as the department requires. Sufficient evidence shall be submitted with an initial application to establish that the state veterans organization, or its national organization, or both, has maintained a full-time service office at the regional office without interruption throughout 5 years out of the 10-year period immediately preceding such application. Subsequent applications must be accompanied by an affidavit by the adjutant or principal officer of such state veterans organization stating that a full-time service office was maintained at the regional office by such state veterans organization, or by such state organization and its national organization, for the entire 12-month period for which application for a grant is made.

AB345, s. 4 Section 4. 64.12 (4) of the statutes is amended to read:

AB345,5,24 64.12 (4) At the end of each fiscal year the council shall cause a full and complete examination of all the books and accounts of the city to be made by competent certified public accountants licensed or certified under ch. 442 who shall report in full to the council. The summaries of such audits shall be presented and furnished to all newspapers and libraries of the city and to such other persons as shall apply therefor.

AB345, s. 5 Section 5. 64.34 (2) of the statutes is amended to read:

AB345,6,5 64.34 (2) At the end of each year the council shall cause a full and complete examination of all of the books and accounts of the city to be made by competent certified public accountants licensed or certified under ch. 442, who shall report in full thereon to the council. Copies of such reports shall be furnished by the council to all newspapers of the city and to all persons who shall apply therefor.

AB345, s. 6 Section 6. 66.0609 (3) of the statutes is amended to read:

AB345,6,10 66.0609 (3) The ordinance under sub. (1) shall require that the governing body of the city or village obtain an annual detailed audit of its financial transactions and accounts by a certified public accountant licensed or certified under ch. 442 and designated by the governing body.

AB345, s. 7 Section 7. 100.03 (1) (bm) of the statutes is amended to read:

AB345,6,17 100.03 (1) (bm) "Audited financial statement" means a financial statement that, in the accompanying opinion of an independent certified public accountant or a public accountant holding a certificate of authority licensed or certified under ch. 442, fairly and in all material respects represents the financial position of the contractor, the results of the contractor's operations and the contractor's cash flows in conformity with generally accepted accounting principles.

AB345, s. 8 Section 8. 100.03 (1) (ym) 2. of the statutes is amended to read:

AB345,6,21 100.03 (1) (ym) 2. Reviewed according to generally accepted accounting principles by an independent certified public accountant or a public accountant holding a certificate of authority licensed or certified under ch. 442.

AB345, s. 9 Section 9. 100.06 (1g) (c) of the statutes is amended to read:

AB345,7,9 100.06 (1g) (c) The department shall require the applicant to file a financial statement of his or her business operations and financial condition that meets the requirements of par. (d). The licensee, during the term of his or her license, may be required to file such statements periodically. All such statements shall be confidential and shall not be open for public inspection, except that the department shall provide the name and address of an individual, the name and address of the individual's employer and financial information related to the individual contained in such statements if requested under s. 49.22 (2m) by the department of workforce development or a county child support agency under s. 59.53 (5). The department may require such statements to be certified by a certified public accountant licensed or certified under ch. 442. Such statements and audits, when made by the department, shall be paid for at cost.

AB345, s. 10 Section 10. 115.817 (5) (b) 1. of the statutes is amended to read:

AB345,7,13 115.817 (5) (b) 1. At the close of each fiscal year, the board shall employ a licensed certified public accountant licensed or certified under ch. 442 to audit its accounts and certify the audit. The cost of the audit shall be paid from board funds.

AB345, s. 11 Section 11. 120.14 (3) of the statutes is amended to read:

AB345,7,17 120.14 (3) The annual meeting may authorize and direct an audit of the school district accounts by a licensed certified public accountant licensed or certified under ch. 442.

AB345, s. 12 Section 12. 120.18 (1) (gm) of the statutes is amended to read:

AB345,8,7 120.18 (1) (gm) Payroll and related benefit costs for all school district employees in the previous school year. Costs for represented employees shall be based upon the costs of any collective bargaining agreements covering such employees for the previous school year. If, as of the time specified by the department for filing the report, the school district has not entered into a collective bargaining agreement for any portion of the previous school year with the recognized or certified representative of any of its employees and the school district and the representative have been required to submit final offers under s. 111.70 (4) (cm) 6., increased costs limited to the lower of the school district's offer or the representative's offer shall be reflected in the report. The school district shall amend the annual report to reflect any change in such costs as a result of any award or settlement under s. 111.70 (4) (cm) 6. between the date of filing the report and October 1. Any such amendment shall be concurred in by the licensed certified public accountant licensed or certified under ch. 442 certifying the school district audit.

AB345, s. 13 Section 13. 127.01 (1r) of the statutes is amended to read:

AB345,8,13 127.01 (1r) "Audited financial statement" means a financial statement on which an independent certified public accountant, or an independent public accountant holding a certificate of authority licensed or certified under ch. 442, has expressed an opinion according to generally accepted accounting principles and has conducted an audit according to generally accepted auditing standards.

AB345, s. 14 Section 14. 127.01 (25m) (b) of the statutes is amended to read:

AB345,8,18 127.01 (25m) (b) The financial statement is reviewed according to generally accepted accounting principles by an independent certified public accountant or an independent public accountant who holds a certificate of authority licensed or certified under ch. 442.

AB345, s. 15 Section 15. 127.06 (1) (e) of the statutes is amended to read:

AB345,9,2 127.06 (1) (e) The department may extend the filing deadline under par. (a) 2. by up to 30 days in response to a written request from a warehouse keeper or an independent certified public accountant, or an independent public accountant holding a certificate of authority licensed or certified under ch. 442, that is auditing or reviewing the financial statement for a warehouse keeper if the department receives the request on or before the 5th day of the 4th month beginning after the close of the warehouse keeper's fiscal year and if the request states the reason for the extension.

AB345, s. 16 Section 16. 127.06 (1m) (e) of the statutes is amended to read:

AB345,9,10 127.06 (1m) (e) The department may extend the filing deadline under par. (b) 2. by up to 30 days in response to a written request from a grain dealer or an independent certified public accountant, or an independent public accountant who holds a certificate of authority licensed or certified under ch. 442, that is auditing or reviewing the financial statement for a grain dealer, if the department receives the written request on or before the 5th day of the 4th month beginning after the close of the grain dealer's fiscal year and if the request states the reason for the extension.

AB345, s. 17 Section 17. 148.19 (2) of the statutes is amended to read:

AB345,9,14 148.19 (2) Legal counsel, certified public accountants licensed or certified 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.

AB345, s. 18 Section 18. 180.0701 (4) (c) of the statutes is amended to read:

AB345,9,17 180.0701 (4) (c) Ratification of the selection of independent certified public accountants licensed or certified under ch. 442.

AB345, s. 19 Section 19. 180.0826 (2) of the statutes is amended to read:

AB345,9,21 180.0826 (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters that the director or officer believes in good faith are within the person's professional or expert competence.

AB345, s. 20 Section 20. 180.1903 (1) of the statutes is amended to read:

AB345,9,25 180.1903 (1) One Except as provided in sub. (1m), one or more natural persons licensed, certified, or registered pursuant to any provisions of the statutes, if all have the same license, certificate, or registration or if all are health care professionals, may organize and own shares in a service corporation. A service corporation may own, operate, and maintain an establishment and otherwise serve the convenience of its shareholders in carrying on the particular profession, calling , or trade for which the licensure, certification, or registration of its organizers is required.

AB345, s. 21 Section 21. 180.1903 (1m) of the statutes is created to read:

AB345,10,8 180.1903 (1m) A service corporation for carrying on the profession of certified public accounting may be organized under sub. (1) if more than 50% of the shareholders are certified public accountants.

AB345, s. 22 Section 22. 181.0850 (2) of the statutes is amended to read:

AB345,10,13 181.0850 (2) Professionals and experts. Legal counsel, certified public accountants licensed or certified 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.

AB345, s. 23 Section 23. 181.1620 (2) (intro.) of the statutes is amended to read:

AB345,10,20 181.1620 (2) (intro.) Accountant's Certified public accountant's report or officer's statement. If annual financial statements are reported upon by a certified public accountant licensed or certified under ch. 442, the certified public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records that includes all of the following:

AB345, s. 24 Section 24. 185.363 (2) of the statutes is amended to read:

AB345,10,24 185.363 (2) Legal counsel, certified public accountants licensed or certified 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.

AB345, s. 25 Section 25. 186.094 (2) of the statutes is amended to read:

AB345,11,3 186.094 (2) Legal counsel, certified public accountants licensed or certified 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.

AB345, s. 26 Section 26. 186.15 (1) of the statutes is amended to read:

AB345,11,8 186.15 (1) Annual audit. Except as provided in sub. (2), the board of directors shall hire a licensed certified public accountant licensed or certified under ch. 442 or other qualified person to conduct a comprehensive annual audit of the records, accounts and affairs of the credit union.