West Virginia Code of State Rules › Agency 1 - Accountancy › Title 1 - LEGISLATIVE RULE BOARD OF ACCOUNTANCY › Series 1-01 - Board Rules and Rules of Professional Conduct › Section 1-1-17 - Accounting Corporations and Other Forms of Business

Current through Register Vol. XLI, No. 28, July 12, 2024
17.1. A licensee may practice public
				accounting only in the form of a proprietorship, a partnership, an accounting
				corporation, a professional limited liability company, or a limited liability
				partnership whose characteristics conform to this Rule. A licensee shall not
				practice public accounting under a firm name that is misleading. Names of one
				or more past partners, members or shareholders may be included in the firm name
				of a successor partnership, limited liability company, or corporation. A
				partner, member or shareholder surviving the death or withdrawal of all other
				partners, members or shareholders may continue to practice under a name which
				includes the name of past partners, members, or shareholders for up to two
				years after becoming a sole practitioner.
17.2. Accounting Corporations.
17.2.a. One or more licensees may organize
				and become shareholders of an accounting corporation subject to the
				requirements of this Section.
17.2.b. No accounting corporation shall exist
				or transact business as an accounting corporation without the prior
				authorization of the Board. An applicant for authorization shall complete an
				application form, furnish all other documents and information requested by the
				Board, and pay the fee set forth in Section 18 of this Rule.
17.2.c. The Board shall not authorize the
				organization of an accounting corporation unless, in addition to the other
				requirements set forth in this Rule, the applicants comply with the following
				requirements:
17.2.c.1. The sole purpose and
				business of the corporation shall be to furnish to the public, services not
				inconsistent with the Act or this Rule: Provided, That the corporation may
				invest its funds in a manner not incompatible with the practice of public
				accounting;
17.2.c.2. The principal
				officer of the corporation and any officer or director having authority over
				the practice of public accounting by the corporation shall be an individual
				licensed under W. Va. Code §
											30-9-1 et seq.;
17.2.c.3. At least one shareholder of the
				corporation is certified or registered in this state;
17.2.c.4. The accounting corporation is
				domiciled in this State;
17.2.c.5.
				A simple majority of the ownership of any accounting corporation is by
				individuals licensed under W. Va. Code §
											30-9-1 et seq.;
17.2.c.6. The remaining percentage of
				ownership may be held by non-licensee owners who are active participants in the
				accounting corporation;
17.2.c.6.A.
				Non-licensee owners are considered active participants in the accounting
				corporation if they are employed by the accounting corporation for at least 20
				hours per week and are otherwise legally authorized to provide compatible
				professional services.
17.2.c.6.B.
				Non-licensee owners shall possess no direct control or have personal
				supervision of the practice or personnel who act on behalf of the corporation
				in giving assurance in a report or otherwise.
17.2.c.7. Each resident manager in charge of
				an office of the corporation in this State and each shareholder or director
				personally engaged within this State in the practice of public accounting shall
				be certified or registered in this State; and
17.2.c.8. When not inconsistent with this
				Section, the organization and procedures of accounting corporations shall
				conform to the requirements of W. Va. Code
				§31
D
-1-1, et seq.
17.2.d. When the Board determines that an
				accounting corporation meets the requirements of this Rule and W. Va. Code
				§
										30-9-30, the Board shall notify
				the Secretary of State that a certification of authorization has been issued to
				the person or persons making application for the accounting
				corporation.
17.2.e. Upon receipt
				of the certificate of authorization required by subdivision 17.1.d. of this
				Rule, an accounting corporation shall promptly file in the office of the
				Secretary of State a certified copy of the certificate of
				authorization.
17.2.f. The person
				or persons making application for the accounting corporation shall send a copy
				of the certification of authorization to the Secretary of State's
				office.
17.2.g. An accounting
				corporation shall not transact business until it has received (i) a certificate
				of incorporation from the Secretary of State and (ii) filed a certified copy of
				the certificate of incorporation with the Board.
17.2.h. The Secretary of State, upon receipt
				of a certificate of authorization shall attach the Certificate of Authorization
				to the corporation's application and, upon compliance with the applicable
				provisions of W. Va. Code §30, the Secretary of State may issue to the
				incorporators a certificate of incorporation for the accounting corporation.
				Once the accounting corporation receives the certificate of incorporation from
				the Secretary of State's Office it may begin offering professional services to
				the public.