20 CSR 2010-2.095 - Ownership of CPA Firms
(1) Limited
Liability Companies (L.L.C.).
(A) Ownership.
Only the following may have a member's interest in a L.L.C.:
1. A majority ownership shall consist of
natural persons who hold a license as a certified public account (CPA) to
practice public accounting issued by this state, another state or territory of
the United States or the District of Columbia, or any state, country or
province of another country, or holds a foreign designation recognized by the
board to be substantially equivalent if the other state or country or province
of another country grants reciprocity licensure to holders of CPA licenses
issued by this state. A minority ownership shall consist of natural persons who
are active individual participants in the firm or affiliated entities. All
ownership shall comply with section
326.289, RSMo, and all other
provisions of Chapter 326, RSMo, and the board's rules;
2. Domestic or foreign general partnerships,
including limited liability partnerships, in which all of the partners who have
a majority of ownership hold an active license as a CPA to practice public
accounting issued by this state, another state or territory of the United
States, the District of Columbia or any other country or state or province of
another country, or holds a foreign designation recognized by the board to be
substantially equivalent, if the other country or state or province of another
country grants reciprocity licensure to holders of CPA licenses issued by this
state. A minority ownership shall consist of natural persons who are active
individual participants in the firm or affiliated entities;
3. Professional corporations holding a permit
to practice public accounting issued by this state or foreign professional
corporations authorized by law in this state to practice public accounting. All
shareholders of either a domestic or foreign professional corporation shall own
their shares in their own right and shall be the beneficial owners of the
equity capital ascribed to them;
4.
Limited liability companies (L.L.C.) holding a permit to practice public
accounting issued by this state or foreign L.L.C. authorized by law in this
state to practice public accounting, provided that all non-CPA members are
active individual participants in the firm or affiliated entities. All members
of either a domestic or foreign L.L.C. shall own their member's interest in
their own right; and
5. Trusts,
created pursuant to revocable trust agreements, of which the trustee is a
natural person who holds a license as a CPA to practice public accounting
issued by this state, another state or territory of the United States or
District of Columbia, provided that the trustee is also the settler and
beneficiary of the trust during his or her lifetime. If there are multiple
trustees, a majority shall hold a license as a CPA to practice public
accounting issued by this state, another state or territory of the United
States or the District of Columbia. Any trustees who are not licensed CPAs
shall be active individual participants in the firm.
(B) Transfer of Member's Interest. Provisions
shall be made in the Articles of Organization or in Restated Articles of
Organization and in any merger or consolidation document, which shall require
that a member who, for whatever reasons, ceases to be eligible to be a member
to dispose of all of his or her membership interest within a reasonable period
of time to a person qualified to be a member or to the
L.L.C.
(2) Professional
Corporations.
(A) Ownership. A professional
corporation may issue shares only to the following:
1. Natural persons who hold a current license
as a CPA to practice public accounting issued by this state, another state or
territory of the United States or the District of Columbia, or any other
country or state or province of another country, or holds a foreign designation
recognized by the board to be substantially equivalent, if the other country or
state or province of another country grants reciprocity licensure to holders of
a CPA license issued by this state. All ownership shall comply with section
326.289, RSMo, and all other
provisions of Chapter 326, RSMo, and the board's rules;
2. Domestic or foreign general partnerships,
including limited liability partnerships, in which all of the partners hold a
current license as a CPA to practice public accounting issued by this state,
another state, or territory of the United States, the District of Columbia or
any other country or state or province of another country, or holds a foreign
designation recognized by the board to be substantially equivalent, if the
other country or state or province of another country grants reciprocity
licensure to holders of CPA licenses issued by this state;
3. Professional corporations holding a permit
to practice issued by this state or foreign professional corporations
authorized by law in this state to practice public accounting. Shareholders at
all times shall own their own shares in their own right and shall be the
beneficial owners of the equity capital ascribed to them;
4. Limited liability companies (L.L.C.)
holding a permit to practice public accounting issued by this state or foreign
L.L.C. authorized by law in this state to practice public accounting. All
members of either a domestic or foreign L.L.C. shall own their member's
interest in their own right; and
5.
Trusts, created pursuant to revocable trust agreements, of which the trustee is
a natural person who holds a current license as a CPA to practice public
accounting issued by this state, another state or territory of the United
States or District of Columbia, provided that the trustee is also the settler
and beneficiary of the trust during his or her lifetime. If there are multiple
trustees, each shall hold a license to practice public accounting issued by
this state, another state or territory of the United States or the District of
Columbia.
(B) Transfer of
Shares. Provisions shall be made requiring any shareholder who ceases to be
eligible to be a shareholder to dispose of all of his or her shares within a
reasonable period to a person qualified to be a shareholder or to the
corporation or association.
(3) Partnerships and Limited Liability
Partnerships (L.L.P.).
(A) Ownership. A
partnership or L.L.P. may issue ownership interest only to the following:
1. A majority ownership shall consist of
natural persons who hold a license as a CPA to practice public accounting
issued by this state, another state or territory of the United States or the
District of Columbia, or any state, country or province of another country, or
holds a foreign designation recognized by the board to be substantially
equivalent, if the other country or state or province of another country grants
reciprocity licensure to holders of CPA licenses by this state. A minority
ownership shall consist of natural persons who are active individual
participants in the firm or affiliated entities. All ownership shall comply
with section 326.289, RSMo, and all other
provisions of Chapter 326, RSMo, and the board's rules;
2. Domestic or foreign general partnerships,
including limited liability partnerships, in which all the partners who have a
majority ownership hold an active license as a CPA to practice public
accounting issued by this state, another state or territory of the United
States, the District of Columbia, or any other country or state or province of
another country, or holds a foreign designation recognized by the board to be
substantially equivalent, if the other country or state or province of another
country grants reciprocity licensure to holders of CPA licenses issued by this
state. A minority ownership shall consist of natural persons who are active
individual participants in the firm or affiliated entities;
3. Professional corporations holding a permit
to practice issued by this state or foreign professional corporations
authorized by law in this state to practice public accounting. Shareholders of
either a domestic or foreign professional corporation shall own their own
shares in their own right and shall be the beneficial owners of the equity
capital ascribed to them;
4.
Limited liability companies (L.L.C.) holding a permit to practice public
accounting issued by this state or foreign L.L.C. authorized by law in this
state to practice public accounting, provided that all non-CPA members are
active individual participants in the firm or affiliated entities. All members
of either a domestic or foreign L.L.C. shall own their member's interest in
their own right; and
5. Trusts,
created pursuant to revocable trust agreements, of which the trustee is a
natural person who holds a license as a CPA to practice public accounting
issued by this state, another state or territory of the United States or
District of Columbia, provided that the trustee is also the settler and
beneficiary of the trust during his or her lifetime. If there are multiple
trustees, a majority shall hold a license as a CPA to practice accounting
issued by this state, another state or territory of the United States or the
District of Columbia. Any trustees who are not licensed CPAs shall be active
individual participants in the firm.
(B) Transfer of Interest. Provisions shall be
made in the Articles of Organization or in Restated Articles of Organization
and in any merger or consolidated document, which shall require that a member
who, for whatever reasons, ceases to be eligible to be a member to dispose of
all of his or her membership within a reasonable period to a person qualified
to be a member or to the L.L.C.
(4) Sole Proprietorships.
(A) The ownership of a sole proprietorship
shall consist of a natural person who holds a license as a CPA to practice
public accounting issued by this state, another state, or territory of the
United States or the District of Columbia, or any state, country, or province
of another country if the other state or country or province of another country
grants reciprocity licensure to holders of CPA licenses issued by this state.
All ownership shall comply with section
326.289, RSMo, and all other
provisions of Chapter 326, RSMo, and the board's rules.
(5) The provisions of this rule are declared
severable. If any provision of this rule is held invalid by a court of
competent jurisdiction, the remaining provisions of this rule shall remain in
full force and effect, unless otherwise determined by a court of competent
jurisdiction to be invalid.
Notes
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.