# AICPA Code of Professional Conduct

The AICPA Code of Professional Conduct is a collection of codified statements issued by the American Institute of Certified Public Accountants that outline a CPA's ethical and professional responsibilities. The code establishes standards for auditor independence, integrity and objectivity, responsibilities to clients and colleagues and acts discreditable to the accounting profession. The AICPA is responsible for drafting, revising and reissuing the code annually, on June 1.

## History

Joseph Edmund Sterrett outlined the debate and issues in setting up a Code of Professional Conduct in his address to the annual meeting of the American Association of Public Accountants in 1907 The earliest "official" version of the code of professional conduct among American accountants was issued by the American Institute of Accountants on April 9, 1917.

## Notable sections
### Section 51 - Preamble

The opening principle of the code is that membership, and therefore adherence, to the code is voluntary. This means that an accountant is never under a legal responsibility to adhere to the code, and can renounce the code and membership in the AICPA at any time.

### Section 101 - Independence

Section 101 sets forth the various requirements to establish auditor independence and conditions that nullify it. Knowingly allowing a member who is not independent to continue to work on an engagement can result in disciplinary action from the AICPA, including possible revocation of the members status as a CPA. Generally, the following actions will impair auditor independence:
* Authorizing, executing or consummating a transaction, or otherwise exercising authority on behalf of a client or having the authority to do so.
* Preparing source documents, in electronic or other form, evidencing the occurrence of a transaction.
* Having custody of client assets.
* Supervising client employees in the performance of their normal recurring activities.
* Determining which recommendations of the member should be implemented.
* Reporting to the board of directors on behalf of management.
* Serving as a client's stock transfer or escrow agent, registrar, general counsel or its equivalent.
* Establishing or maintaining internal controls, including performing ongoing monitoring activities.
Auditor independence is impaired if a member on the engagement team has a direct or material indirect financial interest in the client. Member's on the engagement team are not allowed to be on the board of trustees of a trust that owns, or has committed to owning more than 10% of the client's equity. A member or any of their immediate family are not allowed to own more than 5% of the clients equity. For the period being audited, the auditor is not allowed to operate as an officer, director, manager, promoter, underwriter or voting trustee for the client. If a member leaves the auditing firm and is employed by the client, the entire firms independence is deemed to be impaired. If an audit member is made a job offer by the client and does not immediately report and remove themselves from the engagement, their independence is impaired. However, if the member does report the job offer and rejects it, and is no longer being considered for a position with the client, then their independence is not impaired.
When the auditing member has a previous employment relationship with the client, barring certain exceptions, the auditor is required to liquidate any employee welfare programs that they have vested benefits in and collect or pay any loans outstanding to the client. The immediate family of the auditor is considered part of the test for impairment of independence. The exception to this is that the immediate family members of auditors are allowed to work for the client in non-management roles. If the auditor provides non-attest services such as tax support or consulting, they are required to adhere to the independence requirements of other regulatory bodies that govern those services. Failure to do so will impair their independence for their audit engagement as well.

## List of AICPA Code of Conduct and by-laws sections from AICPA Professional standards, 1974-2007

| No. | Date | Official title |
| 1974 | September 1 | AICPA Professional Standards: Ethics, Bylaws, as of September 1, 1974 full-text |
| 1975 | September 1 | AICPA Professional Standards: Ethics, Bylaws, as of September 1, 1975 full-text |
| 1976 | July 1 | AICPA Professional Standards: Ethics, Bylaws, as of July 1, 1976 full-text |
| 1977 | July 1 | AICPA Professional Standards: Ethics, Bylaws, as of July 1, 1977 full-text |
| 1978 | July 1 | AICPA Professional Standards: Ethics, Bylaws, Quality control, as of July 1, 1978 full-text |
| 1979 | July 1 | AICPA Professional Standards: Ethics, Bylaws, Quality control, as of July 1, 1979 full-text |
| 1980 | June 1 | AICPA Professional Standards: Ethics, Bylaws, Quality control, as of June 1, 1980 full-text |
| 1981 | June 1 | AICPA Professional Standards: Ethics, Bylaws, Quality control, as of June 1, 1981 full-text |
| 1982 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1982 full-text |
| 1983 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1983 full-text |
| 1984 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1984 full-text |
| 1985 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1985 full-text |
| 1986 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1986 full-text |
| 1987 | June 1 | AICPA Professional Standards: Ethics, Bylaws, as of June 1, 1987 full-text |
| 1988 | June 1 | AICPA Professional Standards: Code of conduct, Bylaws, as of June 1, 1988 full-text |
| 1989 | October 1 | AICPA Professional standards: Code of conduct, Bylaws, as of October 1, 1989 full-text |
| 1990 | June 1 | AICPA professional standards: Code of conduct, Bylaws, as of June 1, 1990 full-text |
| 1991 | June 1 | AICPA Professional Standards: Code of Conduct, Bylaws, as of June 1, 1991 full-text |
| 1992 | June 1 | AICPA professional standards: Code of professional conduct and Bylaws as of June 1, 1992 full-text |
| 1993 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 1993 full-text |
| 1994 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 1994 full-text |
| 1995 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 1995 full-text |
| 1996 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 1996 full-text |
| 1997 | June 1 | AICPA professional standards: Code of professional conduct as of June 1, 1997 full-text |
| 1997 | June 1 | AICPA professional standards: Bylaws as of June 1, 1997 |
| 1998 | June 1 | AICPA professional standards: Code of professional conduct as of June 1, 1998 full-text |
| 1998 | June 1 | AICPA professional standards: Bylaws as of June 1, 1998 |
| 1999 | April 1 | AICPA professional standards: Code of professional conduct and bylaws as of April 1, 1999 full-text |
| 2000 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2000 full-text |
| 2001 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2001 full-text |
| 2002 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2002 full-text |
| 2003 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2003 full-text |
| 2004 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2004 full-text |
| 2005 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2005 full-text |
| 2006 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2006 full-text |
| 2007 | June 1 | AICPA professional standards: Code of professional conduct and bylaws as of June 1, 2007 full-text |

## List of AICPA Code of Conduct and By-Laws Sections published as pamphlets, 1917-1997

| Year | Date | Official title |
| 1917 | April 9 | Rules of professional conduct : prepared by the Committee on Professional Ethics and approved by the Council April 9, 1917 full-text |
| 1919 | September 30 | Rules of professional conduct : including amendments and additions prepared by the Committee on Professional Ethics and approved by the Council prior to September 30, 1919 full-text |
| 1927 | | By-laws and rules of professional conduct as amended September, 1927 full-text |
| 1930-1931 | | By-laws and rules of professional conduct, 1930-1931 full-text |
| 1931-1932 | | By-laws and rules of professional conduct, 1931-1932 full-text |
| 1936 | | By-laws and rules of professional conduct as amended to December 1, 1936 full-text |
| 1937-1938 | | By-laws and rules of professional conduct, 1937-1938 full-text |
| 1938-1939 | | By-laws and rules of professional conduct, 1938-1939 full-text |
| 1940 | | By-laws and Rules of professional conduct, 1940 full-text |
| 1941 | | By-laws and Rules of professional conduct, 1941 (as revised January 6, 1941) full-text |
| 1942 | | By-laws and rules of professional conduct, 1942 full-text |
| 1943 | | By-laws and rules of professional conduct, 1943 full-text |
| 1944 | | By-laws and rules of professional conduct 1944 full-text |
| 1945 | | By-laws and rules of professional conduct 1945 full-text |
| 1946 | | By-laws and rules of professional conduct 1946 full-text |
| 1948 | | By-laws and rules of professional conduct 1948 full-text |
| 1949-1950 | | By-laws, rules of professional conduct 1949-1950 full-text |
| 1950 | December 18 | By-laws, Rules of professional conduct, as amended by vote of the membership December 19, 1950 full-text |
| 1952 | | By-laws, Rules of professional conduct 1952 full-text |
| 1954 | January 4 | By-laws, Rules of professional conduct 1954 full-text |
| 1956 | January 9 | By-laws, Rules of professional conduct 1956 full-text |
| 1958 | | By-laws; Rules of professional conduct; Numbered opinions of the committee on professional ethics full-text |
| 1959 | | By-laws, Rules of professional conduct, Numbered opinions of the Committee on Professional Ethics, 1959 full-text |
| 1960 | February 2 | By-laws, Rules of professional conduct, Numbered opinions of the Committee on Professional Ethics, 1960 full-text |
| 1961 | | By-laws, Rules of professional conduct, Numbered opinions of the Committee on Professional Ethics, Objectives of the Institute adopted by Council, 1961 full-text |
| 1964 | | By-laws; Code of professional ethics; Numbered opinions of the Committee on Professional Ethics; Objectives of the Institute adopted by Council full-text |
| 1965 | | By-laws; Code of professional ethics; Numbered opinions of the Committee on Professional Ethics; Objectives of the Institute adopted by Council full-text |
| 1965 | | Code of professional ethics & numbered opinions 1965 full-text |
| 1967 | March 20 | Code of professional ethics as amended March 4, 1965; By-laws as amended March 20, 1967; Numbered opinions of the Committee on Professional Ethics; Objectives of the Institute adopted by Council; Description of the Professional Practice of Certified Public Accountants full-text |
| 1969 | December 30 | Code of professional ethics as amended December 30, 1969, and interpretative opinions full-text |
| 1969 | | By-laws as amended February 20, 1969 full-text |
| 1970 | | Summaries of ethics rulings |
| 1972 | | Restatement of the code of professional conduct;Concepts of professional ethics; Rules of conduct; Interpretations of rules of conduct full-text |
| 1973 | March 1 | Code of professional ethics, Effective March 1, 1973; Concepts of professional ethics; Rules of conduct; Interpretations of rules of conduct full-text |
| 1974 | March | Code of professional ethics, Effective March 1, 1973; March 1974 edition;Concepts of professional ethics; Rules of Professional ethics; Interpretations of rules of conduct full-text |
| 1974 | February 1 | Bylaws as amended February 1, 1974; Implementing resolutions of Council; Objectives of the Institute; Description of the professional practice of certified public accountants full-text |
| 1975 | March | Code of professional ethics, Effective March 1, 1973, March 1975 edition;Concepts of professional ethics; Rules of conduct; Interpretations of rules of conduct full-text |
| 1976 | March 1 | Code of professional ethics, March 1, 1976, edition; Concepts of professional ethics; Rules of conduct, effective March 1, 1973;Interpretations of rules of conduct; Ethics rulings full-text |
| 1977 | May 1 | Code of professional ethics, May 1, 1977, edition;Concepts of professional ethics; Rules of conduct, effective March 1, 1973; Interpretations of rules of conduct; Ethics rulings full-text |
| 1978 | March 31 | Rules of conduct as amended March 31, 1978;Bylaws and implementing resolutions of Council as amended March 31, 1978 full-text |
| 1981 | October 15 | Bylaws and implementing resolutions of Council as amended October 15, 1981;Rules of conduct of the code of professional ethics as amended March 31, 1979 [1981] full-text |
| 1983 | May 10 | Bylaws and implementing resolutions of Council as amended May 10, 1983;Rules of conduct of the code of professional ethics as amended January 6, 1983 full-text |
| 1984 | | Concepts of professional ethics; Rules of conduct of the code of professional ethics as amended January 6, 1983; Bylaws and implementing resolutions of Council as amended May 10, 1983 [1984] full-text |
| 1985 | May 15 | Concepts of professional ethics; Rules of conduct of the code of professional ethics as amended January 6, 1983; Bylaws and implementing resolutions of Council as amended May 15, 1985 full-text |
| 1988 | January 12 | Code of professional conduct as adopted January 12, 1988; Bylaws and implementing resolutions of Council as amended January 12, 1988 full-text |
| 1991 | May 20 | Code of professional conduct as amended May 20, 1991;Bylaws and implementing resolutions of Council as amended January 8, 1990 full-text |
| 1992 | January 14 | Code of professional conduct as amended January 14, 1992; Bylaws and implementing resolutions of Council as amended January 14, 1992 full-text |
| 1993 | May 26 | Code of professional conduct as amended January 14, 1992; Bylaws and implementing resolutions as amended May 26, 1993 full-text |
| 1996 | June 17 | Code of professional conduct as amended January 14, 1992; Bylaws and implementing resolutions of Council as amended June 17, 1996 full-text |
| 1997 | October 28 | Code of professional conduct and implementing resolutions of Council as amended October 28, 1997; Bylaws and implementing resolutions of Council as amended October 28, 1997 full-text |