Section .0100 - General Provisions

Link to law: http://reports.oah.state.nc.us/ncac/title 21 - occupational licensing boards and commissions/chapter 08 - certified public accountant examiners/subchapter k/subchapter k rules.html
Published: 2015

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SUBCHAPTER 08K - PROFESSIONAL CORPORATIONS AND PROFESSIONAL

LIMITED LIABILITY COMPANIES

 

SECTION .0100 - GENERAL PROVISIONS

 

21 NCAC 08K .0101          FORMATION AND REGISTRATION

 

History Note:        Authority G.S. 55B‑4; 55B‑10;

93‑8;

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. June 1, 1985; October 1, 1984;

Repealed Eff. March 1, 1987.

21 NCAC 08K .0102          REGISTRATION

 

History Note:        Authority G.S. 93‑8; 93‑12(3);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. October 1, 1984;

Repealed Eff. June 1, 1985.

 

 

 

21 NCAC 08K .0103          SUSPENSION AND REVOCATION

 

History Note:        Authority G.S. 55B‑12; 93‑8;

93‑12(3);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. October 1, 1984;

Repealed Eff. March 1, 1987.

 

 

 

21 ncac 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 North Carolina, must submit to the

Board:

(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. 55-15-01(a) 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.

 

History Note:        Authority G.S. 55B-11; 57C-1; 57C-2;

59-84.2; 93-8; 93-12(7b); 93-12(8c);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. July 1, 2010; April 1, 1999; April 1, 1994;

April 1, 1991; May 1, 1989; August 1, 1988;

Pursuant to G.S. 150B-21.3A, rule is necessary without

substantive public interest Eff. October 28, 2014.

 

21 NCAC 08K .0105          SUPPLEMENTAL REPORTS

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.

 

History Note:        Authority G.S. 55B-10; 57C-2-01; 93-8;

93-12(8a);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. February 1, 2011; April 1, 1999; April 1, 1994;

April 1, 1991; May 1, 1989;

Pursuant to G.S. 150B-21.3A, rule is necessary without

substantive public interest Eff. October 28, 2014.

 

21 NCAC 08K .0106          FEES

 

History Note:        Authority G.S. 55B‑11; 55B‑12;

93‑12(3);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. May 1, 1984;

Repealed Eff. March 1, 1987.

 

 

 

SECTION .0200 ‑ PRACTICE PROCEDURES OF PROFESSIONAL

CORPORATIONS AND PROFESSIONAL LIMITED LIABILITY COMPANIES

 

21 NCAC 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 8N .0302 and .0307.

 

History Note:        Authority G.S. 55B-5; 55B-12; 57C-1;

57C-2;

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Amended Eff. April 1, 1994; May 1, 1989; December 1, 1988;

April 1, 1988;

Pursuant to G.S. 150B-21.3A, rule is necessary without

substantive public interest Eff. October 28, 2014.

 

21 NCAC 08K .0202          LICENSING OF SHAREHOLDERS

 

History Note:        Authority G.S. 55B‑6; 93‑8;

93‑12(2);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Repealed Eff. March 1, 1987.

 

 

 

21 NCAC 08K .0203          LICENSING OF DIRECTORS

 

History Note:        Authority G.S. 93‑8; 93‑12(3);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Repealed Eff. August 24, 1981.

 

 

 

21 NCAC 08K .0204          LICENSING OF INCORPORATORS

21 NCAC 08K .0205          TERMINATION OF INTEREST IN CORPORATION

21 NCAC 08K .0206          DECEASED SHAREHOLDERS' INTERESTS

21 NCAC 08K .0207          RENDERING OF CORPORATE SERVICES

21 NCAC 08K .0208          PROHIBITIONS

 

History Note:        Authority G.S. 55B‑4; 55B‑6;

55B‑7; 55B‑8; 55B‑14; 93‑8; 93‑12(2); 93‑12(3);

Eff. February 1, 1976;

Readopted Eff. September 26, 1977;

Repealed Eff. March 1, 1987.

 

 

 

SECTION .0300 - REGISTERED LIMITED LIABILITY PARTNERSHIPS

 

21 NCAC 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.

 

History Note:        Authority G.S. 59-84.2; 59-84.3; 93-12;

Temporary Adoption Eff. October 1, 1993 for a period of

180 days or until the permanent rule becomes effective, whichever is sooner;

Eff. April 1, 1994;

Amended Eff. August 1, 1998;

Pursuant to G.S. 150B-21.3A, rule is necessary without

substantive public interest Eff. October 28, 2014.