References are to North Carolina Administrative Code, Title 21 - Occupational Licensing Boards, Chapter 08 - Board of Certified Public Accountant Examiners, as amended through January 1, 2007.
SUBCHAPTER 08K - PROFESSIONAL CORPORATIONS
AND PROFESSIONAL LIMITED
LIABILITY COMPANIES
SECTION .0100 - GENERAL PROVISIONS
08K .0104 REGISTRATION AND RENEWAL
(a) Domestic CPA professional corporations or
professional limited liability companies must be formed and all CPA professional
corporations or professional limited liability companies must be operated in
accordance with the requirements set out in G.S. 55B and 57C. Before any CPA
professional corporation or professional limited liability company can offer to
perform or perform any professional services in this state, it must register
with the Board.
(b) Initial registration.
(1) Domestic CPA Corporation or Professional
Limited Liability Company. In order to register initially with this Board, the
incorporators of a domestic CPA corporation or professional limited liability
company, prior to incorporation of the CPA firm, must:
(A) prepare and file with the Board the articles of incorporation
along with any supporting documents and appropriate checks for fees payable to
the Secretary of State;
(B) complete and file with the Board the application for
professional corporation or professional limited liability company registration
form along with any supporting documents; and
(C) pay to the Board an initial registration fee of fifty dollars
($50.00).
(2) Foreign CPA Corporation or Foreign
Limited Liability Company. To register initially with the Board, the officers
of a foreign corporation or foreign limited liability company, prior to
performing services or offering to perform services in
(A) on an application for registration form provided by the
Board, a list of its present shareholders or members and the state or territory
issuing the CPA certificate, or the equivalent, of each shareholder or member
and the number of each certificate or equivalent; and
(B) the documents required by G.S. 55A-61, 55A-62, and 57C-7.
(c) In addition to its initial registration,
every CPA corporation or professional limited liability company, whether
domestic or foreign, must register annually pursuant to 21 NCAC 08J .0108.
(d) The application for registration by a CPA
corporation or professional limited liability company shall provide the
following information:
(1) the name and address of the professional
corporation or professional limited liability company;
(2) the address of each office operated or
maintained by the corporation or professional limited liability company;
(3) the names and addresses of all the
officers, directors, shareholders, or members; and
(4) the names and addresses of all the
employees and managers of the corporation or professional limited liability
company licensed by the Board under the provisions of G.S. 93.
08K .0105 SUPPLEMENTAL REPORTS
(a) The Board may request in writing such
supplemental reports as it deems appropriate from any professional corporations
or professional limited liability companies registered with the Board pursuant
to G.S. 55B, 57C, and these rules. The professional corporation or professional
limited liability company shall file such reports with the Board=s office
within 30 days from the date it received the request.
(b) In addition to the supplemental reports
required by 21 NCAC 08J .0108(g), professional corporations or professional
limited liability companies registered with the Board pursuant to G.S. 55B and
57C shall file a certified copy of all amendments to the articles of
incorporation or articles of organization prior to the effective date of each
amendment. They shall also file a copy of any amendment to the by-laws,
certified to be a true copy by the secretary or an assistant secretary of the
corporation or professional limited liability company, prior to adoption of the
amendment.
SECTION .0200 - PRACTICE PROCEDURES OF
PROFESSIONAL CORPORATIONS
AND
PROFESSIONAL LIMITED
LIABILITY COMPANIES
08K .0201 CORPORATE AND PROFESSIONAL LIMITED LIABILITY COMPANY NAMES
(a) The corporate name of a professional
corporation registered under these Rules shall contain the wording
"corporation," "incorporated," "limited,"
"company," "professional corporation," or
"professional association," or an abbreviation of one of the
foregoing: "Corp.,"
"Inc.," "Ltd.," "Co.," "P.C.," or
"P.A."
(b) The corporate name of a professional limited
liability company registered under these Rules shall contain the wording
"professional limited liability company," "professional ltd.
liability co.," "professional limited liability co.," or
"professional ltd. liability company," or an abbreviation of one of
the foregoing: "P.L.L.C." or "PLLC."
(c) The use of "CPA" or "Certified
Public Accountant(s)" in the corporate name is encouraged, but not
required. Any name shall also meet the requirements in 21 NCAC 08N .0302 and
.0307.
SECTION .0300 - REGISTERED LIMITED LIABILITY PARTNERSHIPS
08K .0301 REGISTERED LIMITED LIABILITY PARTNERSHIPS
(a) Any Registered Limited Liability Partnership
created pursuant to and in compliance with G.S. 59 shall also comply with all
accountancy laws and rules pertaining to partnerships.
(b) Before any CPA registered limited liability
partnership may perform or offer to perform any professional services in this
state, it shall file with the Board the certificate of registration of the
Secretary of State and appropriate fees payable to the Secretary of State.
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