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DEFINITIONS AND FEES.

18 VAC 5-21-10. Definitions.

The following words and terms when used in this chapter have the following meanings, unless the context clearly indicates otherwise:

"Accredited institution" means any degree-granting college or university accredited at the time of the applicant's degree or attendance by any of the following: Middle States Association of Colleges and Schools, New England Association of Schools and Colleges, North Central Association of Colleges and Schools, Northwest Association of Schools and Colleges, Southern Association of Colleges and Schools, and Western Association of Schools and Colleges.

“Assurance” means any act or action, whether written or oral, expressing an opinion or conclusion about the reliability of a financial statement or about its conformity with any financial accounting principles or standards.

“Audit” means expressing an opinion about the fairness of presentation of financial statements in accordance with prescribed criteria.

“Board” means the Board of Accountancy.

“Certify,” “audit,” “examine,” “review,” or “express or disclaim an opinion,” when referenced to financial information or the practice of public accountancy, are terms which, when used in connection with the issuance of reports, state or imply assurance of conformity with generally accepted accounting principles, generally accepted auditing standards, and review standards. The terms include forms of language disclaiming an opinion concerning the reliability of the financial information referred to or relating to the expertise of the issuer.

“Client” means a person or entity that contracts with or retains a firm for performance of services by a CPA certificate holder or registration certificate holder subject to Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1 of the Code of Virginia and this chapter.

“Commission” means compensation generated from the purchase or sale of a product or service and which would not be generated but for the purchase or sale of the product or service.

“Conditional CPA exam credit” means credit for successfully passing a section of the CPA exam.

“Contact hour” means 50 minutes of participation in a group program or 50 minutes of average completion time in a self-study program.

“Contingent fee” means a fee established for the performance of a service pursuant to an arrangement in which no fee will be charged unless a specified finding or result is obtained, or in which the amount of the fee is dependent upon the finding or result obtained. Fees shall not be considered contingent if fixed by courts or other public authorities, or in tax matters if determined based on the results of judicial proceedings or the findings of governmental agencies. A CPA certificate holder’s fees may vary depending on the complexity of services rendered, and such variation shall not be considered a contingent fee.

“Continuing Professional Education (CPE)” means an integral part of the lifelong learning required to provide competent service to the public; the formal set of activities that enables accounting professionals to maintain and increase their professional competence.

“CPA certificate” means a certificate as a certified public accountant (CPA) issued by the board pursuant to Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1 of the Code of Virginia and this chapter, which shall function as a license, or a corresponding certificate as a certified public accountant issued after meeting the CPA exam and other requirements under the laws of any other state.

“CPA exam” means the National Uniform CPA exam approved and administered by the Board of Accountancy to candidates for a CPA certificate.

“CPA wall certificate” means the symbolic document suitable for wall display that is issued by the board to an individual meeting the requirements for a CPA certificate set forth in 18 VAC 5-21-30.

“CPE” means continuing professional education.

“CPE credit” means 50 minutes of participation in a group, independent study or self-study program.

“CPE reporting year” means for the purposes of this chapter a calendar year.

“CPE reporting cycle” means the three CPE reporting years immediately preceding the year the CPA certificate is renewed pursuant to 18 VAC 5-21-80.

“Ethics CPE” means subjects relating to standards of conduct, Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1 of the Code of Virginia, and regulations of the Board.

“Examination” means, when used in the context of services provided by CPAs, expressing an opinion about the fairness of presentation of financial information in accordance with prescribed criteria.

“Financial statement” means writing or other presentation, including accompanying notes, which presents, in whole or in part, historical or prospective financial position, results of operations or changes in financial position of any person, corporation, partnership or other entity.

“Firm” means a sole proprietorship, partnership, corporation, limited liability company, limited liability partnership, or any other form of organization permitted by law.

“Good character” means a lack of a history of dishonest or felonious acts.

“Group program” means an educational process designed to permit a participant to learn a given subject through interaction with an instructor and other participants.

“Interactive self-study program” means a program using interactive learning methodologies simulating a classroom learning process by employing software, other courseware, or administrative systems and providing significant ongoing, interactive feedback to the learner regarding his learning process. Substantial written or electronic evidence of satisfactory completion of each program segment by the learner is required. Interactive self-study programs must clearly define lesson objectives and manage students through the learning process by requiring frequent student response to questions that test for understanding of the material presented, providing evaluative feedback to incorrectly answered questions, and providing reinforcement feedback to correctly answered questions. Capabilities must, based on student response, provide appropriate ongoing written or electronic format feedback to the student regarding his learning progress through the program.

“Noninteractive self-study program” means any self-study program that does not meet the criteria for interactive self-study programs.

“Original CPA certificate” means a CPA certificate issued by the board other than a CPA certificate by endorsement.

“Peer review” means a study, appraisal, or review, by a CPA certificate holder who is not affiliated with the firm being reviewed, of one or more aspects of the professional work of a firm that engages in the practice of public accounting or compiles financial statements in accordance with the American Institute of Certified Public Accountants’ Statements on Standards for Accounting and Review Services (SSARS).

“Practice of public accountancy” or “public accounting” means the giving of an assurance, in a report or otherwise, whether expressly or implicitly, unless this assurance is given by an employee to his employer.

“Practice of taxation” means the providing of tax compliance and tax advice services.

“Registration” means the process through which a firm obtains a registration certificate from the board.

“Registration certificate” means a certificate issued to a firm that has met all of the requirements for registration under this chapter.

“Regulant” means any CPA certificate holder or registration certificate holder who is subject to Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1 of the Code of Virginia and this chapter.

“Renewal month” means the month of the calendar year in which a firm is required to renew its registration certificate.

“Report” or “reports,” when used with reference to financial statements, means an opinion or disclaimer of opinion or other form of language or representation that states or implies any form of assurance or denial of assurance.

“Self-study program” means an educational process designed to permit a participant to learn a given subject without major involvement of an instructor. Self-study programs do not include informal learning.

“SSARS” means Statements on Standards for Accounting and Review Services established by the American Institute of Certified Public Accountants.

“Standards of conduct” means the standards set forth in 18 VAC 5-21-120.

“Standards of practice for CPA certificate holders” means the standards set forth in 18 VAC 5-21-130, 18 VAC 5-21-140 and 18 VAC 5-21-150.

“State” means any state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam.

“Substantial equivalency” means a determination by the board or its designee that the education, CPA exam and experience requirements contained in the statutes and administrative rules of another jurisdiction are comparable to, or exceed, the education, CPA exam and experience requirements contained in this chapter, or that an individual CPA from another jurisdiction has met education, CPA exam and experience requirements that are comparable to, or exceed, the education, CPA exam, and experience requirements contained in Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1 of the Code of Virginia and this chapter.

“Window” means the four times (each being a three-month period) in a year that a CPA candidate may take the computer-based CPA exam.

“Year” means a calendar year unless otherwise indicated.

18 VAC 5-21-20. Fees.

A. All fees are nonrefundable and the date of receipt by the board or its agent is the date that will be used to determine whether it is on time.

B. The following fees shall apply:

Examination administration fee	$120
Original CPA certificate application	$24
CPA certificate by endorsement application	$24
Registration certificate application	$24
CPA certificate renewal	$24
Registration certificate renewal	$24
CPA certificate late renewal	$25
Registration certificate late renewal	$25
CPA certificate reinstatement	$250
Registration certificate reinstatement	$250
Noninteractive processing fee	$5

If the renewal fee is not received by the board within 30 days after the expiration date printed on the CPA certificate or the registration certificate, the regulant shall pay the renewal and the late renewal fees. Regulants applying for reinstatement shall pay all unpaid renewal fees in addition to the late renewal and the reinstatement fees.

C. The late filing fee for CPA certificate holders who fail to complete or report their CPE as required by this chapter shall be:

1. If received by the board up to four months late, $25.

2. If received by the board more than four months late but not more than six months late, $50.

3. If received by the board more than six months late, $75.

D. The fee for a replacement wall certificate shall be $25.

E. A fee of $25 will be charged in addition to the fees established in this section for submitting a check to the board which is dishonored by the institution upon which it is drawn.

F. A noninteractive processing fee will be assessed when online payment option is not chosen by the applicant or regulant.

G. The fee for the CPA exam provided for in 18 VAC 5-21-30 C shall consist of the administration fee that will be assessed at the time of initial application for the CPA exam, but not for reexamination. The Board may contract for examination administration services under the provisions of the Virginia Public Procurement Act (§ 2.2-4300 et seq. of the Code of Virginia), and that contract shall not include a fee for those services that exceeds $200.

PART II. ENTRY REQUIREMENTS FOR CPA CERTIFICATE, REGISTRATION CERTIFICATE AND CPA SUPERVISING SERVICES INVOLVING THE PRACTICE OF PUBLIC ACCOUNTING.

18 VAC 5-21-30. Qualifications for CPA certificate.

A. Each applicant must be a person of good character as defined in 18 VAC 5-21-10.

B. Education prior to taking the CPA exam.

1. Each candidate whose application to sit for a CPA exam administered prior to July 1, 2006, shall have received a baccalaureate degree or its equivalent conferred by an accredited college or university as required by § 54.1-4409 B 1 of the Code of Virginia and shall at the time the application is received have completed the following courses at the undergraduate or graduate level to meet the accounting concentration requirement of § 54.1-4409 B 1 of the Code of Virginia:

a. At least 24 semester hours of accounting including courses covering the subjects of financial accounting, auditing, taxation, and management accounting; and

b. At least 18 semester hours in business courses (other than the courses described in subdivision 1 a of this subsection).

A candidate whose application is received under the requirements of this subdivision may take the CPA exam so long as the requirements of subsection C of this section are met.

2. Each candidate whose application to sit for a CPA exam administered on or after July 1, 2006, shall meet the requirements of § 54.1-4409 B 2 of the Code of Virginia and shall at the time the application is received have completed the following courses at the undergraduate or graduate level to meet the accounting concentration requirement of § 54.1-4409 B 2 of the Code of Virginia:

a. At least 30 semester hours of accounting, including courses covering the subjects of financial accounting, auditing, taxation, and management accounting; and

b. At least 24 semester hours in business courses (other than the courses described in subdivision 2 a of this subsection).

3. A quarter hour of coursework shall be considered the equivalent of two-thirds of a semester hour of coursework.

4. Each candidate with a degree or coursework earned at a nonaccredited college or university shall, if credit for such degree or coursework is to be considered by the board, (i) have his educational credentials evaluated by an academic credentials service approved by the board or an accredited institution, as defined in 18 VAC 5-21-10, to determine the extent to which such credentials are equivalent to the education requirements set forth in subdivisions 1 and 2 of this subsection and (ii) submit such evaluations to the board, which may accept or reject the evaluator’s recommendations in whole or in part.

5. Evidence of having obtained the required education shall be submitted in the form of official transcripts transmitted in a manner determined by the board. In unusual circumstances, the board may accept other evidence it deems to be substantially equivalent.

C. CPA exam.

1. Each candidate shall pass (i) a national uniform CPA exam, as approved by the board, in auditing and attestation, regulation, business environment and concepts, business law and professional responsibilities, accounting and reporting (taxation, managerial, governmental and not-for-profit organizations), financial accounting and reporting, and other such related subject areas as deemed appropriate by the board and (ii) an ethics exam approved by the board. Each part of the CPA exam must be passed by attaining a uniform passing grade established through a psychometrically acceptable standard-setting procedure approved by the board.

2. The following rules for granting CPA exam credits are applicable until the computer-based CPA exam becomes effective.

If at a given sitting of the CPA exam a candidate passes two or more but not all sections, then the candidate shall be given credit for those sections that the candidate has passed and need not sit for reexamination in those sections provided the following conditions are met:

a. At that sitting, the candidate wrote all sections of the CPA exam for which the candidate did not have credit;

b. The candidate attained a minimum grade of 50 on each section taken at that sitting when the first two sections were passed and in each subsequent sitting attains a minimum grade of 50 on all sections taken at that sitting;

c. The candidate passes the remaining sections of the CPA exam within six consecutive CPA exams (irrespective of the date on which the CPA exam credit was earned) given after the one at which the first sections were passed; and

d. At each subsequent sitting at which the candidate seeks to pass any additional sections, the candidate writes all sections for which the candidate does not have credit.

3. The following rules for granting CPA exam credits will take effect beginning with the first computer-based CPA exam:

a. Granting of credit.

(1) Candidates will be allowed to sit for each section of the CPA exam individually and in any order.

(2) Candidates will retain credit for any section(s) passed for 18 months, without having to attain a minimum score on failed sections and without regard to whether they have taken other sections. Candidates will not be allowed to retake a failed section(s) within the same CPA exam window.

(3) Candidates must pass all four sections of the CPA exam within a “rolling” 18-month period, which begins on the date that the first section(s) passed is taken.

(4) In the event all four sections of the CPA exam are not passed within the rolling 18-month period, credit for any section(s) passed outside that 18-month period will expire and that section(s) must be retaken.

b. Conditional CPA exam credits.

(1) Candidates who have earned conditional credits on the noncomputer-based CPA exam as of the date of the first computer-based CPA exam will be given credits for the corresponding sections of the computer-based CPA exam as follows:

Noncomputer-Based CPA Exam	Computer-Based CPA Exam
Auditing	Auditing and Attestation
Financial Accounting and Reporting (FARE)	Financial Accounting and Reporting
Accounting and Reporting (ARE)	Regulation
Business Law and Professional Responsibilities (LPR)	Business Environment and Concepts

(2) Candidates who have attained conditional status as of the launch date of the first computer-based CPA exam will be allowed a transition period to complete any remaining test sections of the CPA exam. The transition is the maximum number of opportunities that a candidate who has conditioned under the noncomputer-based CPA exam has remaining, at the launch of the computer-based CPA exam, to complete all remaining test sections, or the number of remaining opportunities under the noncomputer-based CPA exam, multiplied by six months, which is first exhausted.

4. The board may, at its discretion, waive any of the above requirements for carryover CPA exam credits, if such waiver is in the public interest.

5. Each candidate shall follow all rules and regulations established by the board with regard to conduct at the CPA exam. Such rules shall include instructions communicated prior to the CPA exam date and instructions communicated at the CPA exam site on the date of the CPA exam.

6. Failure to comply with the rules and regulations governing conduct in the CPA exam may result in the loss of established eligibility to sit for the CPA exam or credit for CPA exam parts passed.

7. A candidate to sit for the CPA exam shall obtain an application form from the board or its designee, complete the application in accordance with the instructions on the application, and submit the application together with all required documents to the board or its designee by the date determined by the board or its designee.

8. A candidate who fails to appear for the CPA exam or reexamination shall forfeit the fees charged for that CPA exam or reexamination unless excused by the board.

9. The fee to sit for the CPA exam is established in 18 VAC 5-21-20 G, whether paid directly to the board or to a designee under contract to the board.

10. The Board of its designee will forward notification of eligibility for the computer-based CPA exam to NASBA’s National Candidate Database.

11. Cheating by a candidate in applying for, taking or subsequent to the CPA exam will be deemed to invalidate any grade otherwise earned by a candidate on any test section of the CPA exam, and may warrant summary expulsion from the CPA exam site and disqualification from taking the CPA exam for a specified period of time.

12. Notwithstanding any other provisions under these rules, the Board may postpone scheduled CPA exams, the release of grades, or the issuance of certificates due to a breach of CPA exam security; unauthorized acquisition or disclosure of the contents of a CPA exam; suspected or actual negligence, errors, omissions, or irregularities in conducting a CPA exam; or for any other reasonable cause or unforeseen circumstances.

D. Experience.

1. Each applicant for initial issuance of a CPA certificate under this section shall provide documentation of having met the experience requirements established by § 54.1-4409 C of the Code of Virginia, which requires at least one year of acceptable experience in accounting or a related field. The experience may include providing any type of service or advice involving the use of accounting, management, financial, tax, or consulting advisory skills or services. Acceptable experience shall include employment in government, industry, academia or public accounting or related services. The applicant’s experience may be supervised by a non-CPA certificate holder, although, when completing the application for the CPA certificate, the experience must be verified by a CPA certificate holder.

2. One year of experience shall consist of full- or part-time employment that extends over a period of no less than a year and no more than three years and includes no fewer than 2,000 hours of performance of services described in subdivision 1 of this subsection.

18 VAC 5-21-40. Issuance of original CPA certificate; CPA certificate by endorsement; and substantial equivalency.

A. Practicing as a CPA in the Commonwealth of Virginia. Only an individual who (i) holds a valid CPA certificate or (ii) meets the substantial equivalency requirements in this section may practice as a CPA in the Commonwealth of Virginia.

B. Original CPA certificate.

1. Each individual who desires to use the CPA designation shall first obtain a CPA certificate.

2. Each applicant for an original CPA certificate shall submit an application, on a form provided by the board, which shall document that the requirements of 18 VAC 5-21-30 have been met. If the application is received by the board three or more years after the successful completion of the CPA exam by the applicant, the applicant shall, in addition, submit evidence of having met the CPE requirements set forth in 18 VAC 5-21-170 A 3 or B 3, and completed the most recent ethics CPE course. Each applicant shall agree to comply with the statutes and regulations of any other state in which he is authorized to practice.

3. Each application for an original CPA certificate shall be accompanied by the fee established in 18 VAC 5-21-20.

C. CPA certificate by endorsement.

1. Each individual who holds a CPA certificate in a state other than Virginia and either (i) has moved his principal place of business to Virginia or (ii) does not meet the substantial equivalency provision outlined in subsection G of this section must obtain a CPA certificate by endorsement prior to practicing as a CPA in Virginia.

2. Each applicant for a CPA certificate by endorsement shall submit an application, on a form provided by the board, which shall document that the applicant holds a corresponding CPA certificate as a certified public accountant issued after meeting CPA exam and other requirements under laws of the state(s) from which the applicant is seeking a CPA certificate by endorsement. The application shall include the following:

a. From each state from which the applicant has received a CPA certificate (or from the applicant directly if the state is unable to provide the information), a written statement from the board of each state confirming that the applicant (i) is in good standing in that state; (ii) has not been found guilty of violating that state’s standards of conduct or practice; (iii) has no pending actions alleging violations of that state’s standards of conduct or practice; (iv) has met the education requirements in effect in that state when the applicant passed the national uniform CPA exam described in 18 VAC 5-21-30 C; and (v) has met the experience requirement for a CPA certificate in effect in Virginia when the CPA certificate by endorsement application is received by the board. An applicant who holds a CPA certificate from a state that the board has determined meets the substantial equivalency provision set forth in § 54.1-4411 of the Code of Virginia shall be considered to have met the requirements of clauses (iv) and (v) of this paragraph.

b. A written statement from the applicant affirming that the applicant has (i) not violated the board’s standards of conduct or standards of practice and (ii) met the board’s continuing education requirements.

The board may deny the application for a CPA certificate by endorsement if the applicant is not in good standing in the other states which have issued CPA certificates to the applicant or if any information from the applicant indicates a failure to comply with the aforementioned standards.

3. Each application for a CPA certificate by endorsement shall be accompanied by the fee established in 18 VAC 5-21-20.

D. Each CPA certificate holder shall have the privilege of using the CPA designation provided the CPA certificate holder complies with the (i) standards of conduct, (ii) standards of practice, and (iii) the renewal requirements established by the board. Upon expiration of the CPA certificate, the CPA certificate holder shall cease displaying the CPA certificate and the wall certificate, and shall cease affixing and using the CPA designation in any manner.

E. All CPA certificate holders who supervise services involving the practice of public accountancy and who sign or authorize another to sign the report on the financial statements on behalf of the firm shall meet the experience requirement established in 18 VAC 5-21-50.

F. CPA certificates issued under the provisions of this chapter shall expire one year from the last day of the month wherein the initial CPA certificate was issued and shall be renewed in compliance with 18 VAC 5-21-80.

G. Privilege to practice without a CPA certificate by endorsement, substantial equivalency.

1. A holder of a CPA certificate from a state other than Virginia and with a principal place of business in a state other than Virginia shall either obtain a CPA certificate by endorsement as outlined in subsection C of this section or meet the substantial equivalency requirements of this subsection before beginning CPA practice in Virginia.

2. To implient the provisions of § 54.1-4411 A of the Code of Virginia, the privilege to practice under substantial equivalency shall be evidenced by the following:

a. If the individual’s CPA certificate is issued by a state that the board has determined is substantially equivalent, the CPA certificate issued by that state shall constitute evidence of the privilege to practice.

b. If the individual’s CPA certificate is issued by a state that the board has determined is not substantially equivalent, the CPA certificate holder shall notify the board in writing that he intends to practice in the Commonwealth and shall provide documentation acceptable to the board that he has personally satisfied the requirements for substantial equivalency. An approval letter from the board shall constitute evidence of the privilege to practice.

c. A CPA certificate by endorsement shall be obtained if the CPA exercising the privilege to practice under substantial equivalency moves his principal place of business to Virginia or ceases to have an office in any other state.

3. For the purposes of implienting § 54.1-4411 B 2 of the Code of Virginia relating to the privilege of practicing public accounting extended to nonresident CPA certificate holders, the board shall determine the state to be served based on whose statutes and regulations most closely correspond to those of the Commonwealth of Virginia.

4. The board shall determine whether a state meets the substantial equivalency provisions for nonresident CPA certificate holders by periodically obtaining, reviewing and approving a list of states, which in the opinion of the board, meet the substantial equivalency provisions for nonresident CPA certificate holders.

18 VAC 5-21-50. Additional requirements for CPAs who supervise services involving the practice of public accountancy and who sign or authorize another to sign reports on financial statements.

A. To implient the provisions of § 54.1-4412 C 7 of the Code of Virginia, any individual CPA certificate holder who is responsible for supervising services involving the practice of public accounting, and who signs or authorizes another person to sign on behalf of the firm the financial statement resulting from the practice of public accounting, shall meet the requirements set forth in subsection B of this section.

Nothing in this section is intended to proscribe an individual who does not have a CPA certificate from affixing his signature to any statement or report for his employer’s internal or management use and designating his position, title or office.

B. Requirements.

1. CPA certificate. Any individual desiring to supervise public accountancy services as described in subsection A of this section shall hold a currently valid CPA certificate issued by this board or shall be in compliance with the substantial equivalency requirements in 18 VAC 5-21-40 G.

2. Experience. In addition to the one year of experience required to receive a CPA certificate, such individual shall have completed one year of additional experience in the practice of public accounting, as defined in 18 VAC 5-21-10, with not less than 600 of these hours in the performance of audits if the services involve an audit or not less than 600 of these hours in the performance of reviews or audits if the services involve a review but not an audit. One year of experience shall consist of no fewer than 2,000 hours of full- or part-time employment that extends over a period of no less than one year and no more than three years. The experience must have been gained under the direct supervision of a CPA licensed in any state. Persons who held a license, as defined in the board’s regulations effective on April 1, 1997, issued by the board and in effect on October 4, 1999, shall be deemed to have met this experience requirement.

18 VAC 5-21-60. Registration of firms.

A. To implient the provisions of § 54.1-4412 B of the Code of Virginia, any firm with one or more offices in the Commonwealth that practices, directly or indirectly, public accounting or that uses the term “Certified Public Accountant(s)” or the designation “CPA” in the name of the firm shall register with the board.

B. To implient the provisions of § 54.1-4412 C of the Code of Virginia, any firm with an office in the Commonwealth providing or offering to provide services involving the practice of public accounting shall be issued a registration certificate by the board upon its application and payment of the required fee provided the firm is in compliance with § 54.1-4412 C of the Code of Virginia.

1. Each firm shall submit an application on forms provided by the board, which shall contain the following:

a. A statement that the applicant is registering pursuant to § 54.1-4412 B of the Code of Virginia and has complied with each of the requirements of § 54.1-4412 C of the Code of Virginia.

b. An affirmation of the peer review as required by 18 VAC 5-21-70.

c. The designation of a CPA certificate holder that will be the primary contact for the firm, including a firm with multiple offices.

2. To implient § 54.1-4412 C 3 of the Code of Virginia, all non-CPA owners shall work in the firm. “Work in the firm” means that the non-CPA owner works full time for the firm (at least 1,000 hours a year), and that retirees and owners no longer working full time shall have 12 months from the last day of their full-time involvement with the firm to dispose of their interest. Heirs shall have 24 months from the time they receive their bequest or inheritance in which to dispose of the ownership interest.

C. To implient § 54.1-4412 D of the Code of Virginia, any firm with an office in the Commonwealth that is not engaged in the practice of public accounting but uses the term “Certified Public Accountant” or the “CPA” designation in its name shall be issued a registration certificate by the board upon its application and payment of the required fee provided the firm is in compliance with § 54.1-4412 C 1, 2, 3, and 8 of the Code of Virginia.

1. Such firm shall submit an application provided by the board that shall contain the following:

a. A statement that the applicant is registering pursuant to § 54.1-4412 D of the Code of Virginia and has complied with each of the requirements set forth in § 54.1-4412 D of the Code of Virginia.

b. A statement that the firm has or has not compiled financial statements, which, as required by SSARS and § 54.1-4413 of the Code of Virginia, shall be prepared in compliance with SSARS.

c. If the firm has compiled financial statements in accordance with SSARS, an affirmation of the peer review as required by 18 VAC 5-21-70.

d. The designation of a CPA certificate holder that will be the primary contact for the firm, including a firm with multiple offices.

2. To implient § 54.1-4412 C 3 of the Code of Virginia, all non-CPA owners shall work in the firm. “Work in the firm” means that the non-CPA owner works full time for the firm (at least 1,000 hours a year), and that retirees and owners no longer working full time shall have 12 months from the last day of their full-time involvement with the firm to dispose of their interest. Heirs shall have 24 months from the time they receive their bequest or inheritance in which to dispose of the ownership interest.

D. The fee for a registration certificate is set forth in 18 VAC 5-21-20.

E. Pursuant to § 54.1-4412 C 6 of the Code of Virginia, all firms required to obtain registration certificates shall meet the standards set forth in 18 VAC 5-21-160.

F. Each registration certificate shall expire two years from the last day of the month wherein issued and shall be renewed in compliance with 18 VAC 5-21-80.

18 VAC 5-21-70. Peer review.

A. To implient the provisions of § 54.1-4412 C 5 and D 2 of the Code of Virginia, firms meeting the requirements set forth in this section shall provide the board with evidence, as described in subsection E of this section, that the firm has undergone, no less frequently than every three years, a peer review. Each peer review shall be performed and reported in accordance with standards that are no less stringent than the peer review program of the American Institute of Certified Public Accounts. Prior to its use by a registrant's reviewer, the board must approve a peer review program other than the peer review program of the American Institute of Certified Public Accountants. Firms not required to register with the board are not required to comply with the peer review requirement.

B. If a firm performs the services described in subsection D of this section, a peer review is required and the firm shall provide an affirmation of such peer review to the board in accordance with the dates set forth in subsection C of this section. The nature of the review will be determined based on the peer review selection criteria, which criteria shall consider the highest level of service provided and shall be no less stringent than the criteria of the peer review program of the American Institute of Certified Public Accountants (Standards for Performing and Reporting on Peer Reviews, effective January 1999, American Institute of Certified Public Accountants). The date of the year-end used for the peer review shall not be more than 48 months prior to the month of the initial registration or the renewal month for a renewal registration.

C. Applicable dates.

1. An affirmation of a peer review is not required for an initial or renewal application for a registration certificate filed prior to July 1, 2002.

2. Initial or renewal applications due after June 30, 2002, are required to include an affirmation of a peer review except that a firm first initiating services requiring a peer review after July 1, 1999, shall comply with the peer review requirement within three years after first initiating services requiring a peer review. Affirmation of a timely peer review shall be provided with the initial or first renewal application immediately following the aforementioned three-year period.

D. The nature of the services requiring a peer review and the nature of such reviews are set forth in this subsection.

1. System review. This review applies to firms that perform engagements governed by the Statements on Auditing Standards (SASs) or examinations of prospective financial information under the Statements on Standards for Attestation Engagements (SSAEs), as established by the American Institute of Certified Public Accountants, or the Government Auditing Standards (the Yellow Book) issued by the U.S. General Accounting Office (GAO).

2. Engagement review. This review is required for firms that are not required to have a system review and who are not eligible to have a report review as described in subdivision 3 of this subsection. It applies to registered firms that do not perform engagements in accordance with SASs or examinations of prospective financial statements under the SSAEs but do perform engagements in accordance with the Statements on Standards for Accounting and Review Services (SSARSs) or review engagements in accordance with the SSAEs, both as established by the American Institute of Certified Public Accountants.

3. Report review. This review applies to firms that only perform compilations, as described in the SSARSs, that omit substantially all disclosures.

E. Required affirmation of peer review. The applicant for an initial or a renewal registration certificate shall include an affirmation with the application that the firm (i) has complied with the peer review provisions in § 54.1-4412 C of the Code of Virginia and with the provisions of this section; (ii) has received a final acceptance letter from the entity administering the peer review program; and (iii) will maintain its peer review documents until the later of the date of the final acceptance letter for its next peer review or four years. The board reserves the right to request a copy of the peer review report or any other document relating to the peer review program.

F. Final acceptance letter not available. If an applicant for registration cannot provide a final letter of acceptance indicating that the peer review is complete, then the applicant shall file the application with (i) a copy of the “subject to” acceptance letter and other relevant documents that explain the reasons why a final acceptance letter was not issued and (ii) a statement setting forth the registrant’s plan of action that will enable the registrant to receive a final acceptance letter. This submission will extend the due date of the application for six months from the original due date of the application.

PART III. RENEWAL/REINSTATEMENT OF CPA CERTIFICATE AND REGISTRATION CERTIFICATE AND OTHER GENERAL REQUIREMENTS.

18 VAC 5-21-80. Requirement for renewal.

A. Each CPA certificate issued under the provisions of this chapter shall be renewable for a period of one year.

B. Each registration certificate shall be renewable for periods of two years.

C. Registration certificates issued to professional corporations and professional limited liability companies in accordance with the regulations of the board in effect beginning on April 1, 1997, became void on November 30, 1999.

D. Renewal notices will be mailed to the regulant at the last known address of record. Failure to receive written notice does not relieve the regulant of the requirement to renew and pay the required fee. The date the board receives the renewal notice and fee shall determine whether other fees established by 18 VAC 5-21-20 are payable. Fees shall not be refunded or prorated.

E. Fees for renewal of a CPA certificate and a registration certificate are established in 18 VAC 5-21-20.

F. Representations. An individual holding a CPA certificate issued by the board shall submit a renewal application provided by the board, which application shall contain a statement that the applicant has (i) complied with the board’s standards of conduct and applicable standards of practice; (ii) met the applicable CPE requirements set forth in 18 VAC 5-21-170 for the three years prior to the year the renewal application is submitted; and (iii) met the requirements set forth in 18 VAC 5-21-50 B if the CPA certificate holder is responsible for supervising services involving the practice of public accounting, and signs or authorizes another person to sign the accountant’s report on the financial statement on behalf of the firm.

A firm holding a registration certificate issued by the board shall submit (i) a renewal application provided by the board affirming that it continues to meet the standards set forth in 18 VAC 5-21-60 and (ii), in the case of firms subject to the peer review requirement set forth in 18 VAC 5-21-70, an affirmation that it has undergone, no less frequently than once every three years, a peer review.

G. If the required renewal fee is received more than 30 days after the expiration date but within one year after the expiration date, a late fee will be charged in addition to the renewal fee as provided for in 18 VAC 5-21-20.

18 VAC 5-21-90. Requirement for reinstatement.

A. In addition to meeting the requirements for renewal set forth in 18 VAC 5-21-80, a regulant shall comply with the following requirements if the regulant fails to renew within 12 months after the expiration of the applicable certificate:

1. If the regulant fails to renew his CPA certificate or registration certificate within 12 months following its expiration or voluntary termination by the holder of a CPA certificate or registration certificate, he will be required to present reasons for reinstatement.

2. No application for reinstatement shall be considered while the petitioner is under sentence for criminal offense related to the practice of accountancy, including any period during which the petitioner is on probation or parole for such offense.

3. Reinstatement fees, which are nonrefundable and shall not be prorated, are established in 18 VAC 5-21-20.

4. Applicants for reinstatement of the CPA certificate shall affirm on a form provided by the board that they continue to meet the standards for entry as set forth in 18 VAC 5-21-30, and for renewal as set forth in 18 VAC 5-21-80. Applicants for reinstatement of the registration certificate shall affirm on a form provided by the board that they continue to meet the standards of conduct and applicable standards of practice, and the renewal requirements set forth in 18 VAC 5-21-80.

5. If the regulant has failed to renew his CPA certificate or registration certificate for a period of 12 months or longer, a reinstatement fee as set forth in 18 VAC 5-21-20 shall be due in addition to the renewal fee and late renewal fee established in 18 VAC 5-21-20.

6. The renewal fee and late renewal fee for each renewal period in which the regulant failed to renew his CPA certificate or registration certificate shall be paid as set forth in 18 VAC 5-21-20.

B. If the requirements set forth in subsection A are not met, the board shall advise the applicant that reinstatement has been denied and the reasons for the denial. The reinstatement request may be resubmitted when the applicant believes the matters affecting the reinstatement application have been satisfactorily resolved. The reinstatement applicant may request a proceeding in accordance with the provisions of the Administrative Process Act (§ 2.2-4000 et seq. of the Code of Virginia).

18 VAC 5-21-100. Status of certificate holder during the period prior to reinstatement.

A regulant who is reinstated shall be regarded as having been a regulant continuously without interruption. Therefore, the regulant shall remain under the disciplinary authority of the board during this entire period and may be held accountable for his activities during this period. A regulant who is not reinstated shall be regarded as unlicensed from the expiration date of the CPA certificate or registration certificate forward. Nothing in this chapter shall divest the board of its authority to discipline a regulant for a violation of the law or regulations during the period of time for which the regulant held a CPA certificate or registration certificate.

18 VAC 5-21-110. Notification of change of address or name, response to board communication.

A. Each regulant shall notify the board in writing within 30 days of any change of address or name.

B. Each regulant shall respond within 30 days to any request for information made by the board.

PART IV. STANDARDS OF CONDUCT.

18 VAC 5-21-120. Standards of conduct for all regulants.

A. Responsibilities. A regulant shall exercise sensitive professional and moral judgment in all activities.

B. Public interest. A regulant shall act in a way that serves the public interest, honors the public trust, and demonstrates commitment to professionalism.

C. Integrity and objectivity. A regulant shall perform all professional responsibilities with the highest sense of integrity, maintain objectivity and freedom from conflicts of interest in discharging professional responsibilities, and avoid knowingly misrepresenting facts or inappropriately subordinating his judgment to others.

D. Independence. A CPA certificate holder and registration certificate holder shall be independent in fact and appearance when offering to provide or providing services pursuant to the standards listed in the definition of “standards of practice for CPA certificate holders.”

E. Professional competence. A regulant shall undertake only those professional services that can reasonably be expected to be completed with professional competence.

F. Due professional care. A regulant shall exercise due professional care in the performance of professional services.

G. Planning and supervision. A regulant shall adequately plan and supervise the performance of professional services.

H. Sufficient relevant data. A regulant shall obtain sufficient relevant data to afford a reasonable basis for conclusions or recommendations in relation to any professional services performed.

I. Accounting principles. A CPA certificate holder shall not express an opinion or state affirmatively that financial statements or other financial data of any entity are presented in conformity with generally accepted accounting principles or state that the CPA certificate holder is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from any of the standards described in the definition of the “standards of practice for CPA certificate holders” that has a material effect on the statements or data taken as a whole with the following exception: the CPA certificate holder can demonstrate that, due to unusual circumstances, the financial statements or data would otherwise have been misleading without the departure, and the approximate effects of the departure, if practicable, and the reasons why compliance with the principle would result in a misleading statement are provided in the statements or data.

J. Confidential client information. A regulant shall not disclose any confidential client information without the specific consent of the client. This rule shall not be construed to (i) affect in any way the regulant's obligation to comply with a validly issued and enforceable subpoena or summons, or to prohibit a regulant's compliance with applicable laws and government regulations, (ii) prohibit review of a regulant's professional practice by this board, (iii) prohibit a review in conjunction with a prospective purchase, sale or merger of all or part of a regulant's practice so long as the regulant takes appropriate precautions (e.g., through a written confidentiality agreement) so that the prospective purchaser does not disclose any information obtained in the course of the review, or (iv) prohibit a review in conjunction with a peer review of a firm as provided in 18 VAC 5-21-70. The reviewers of such information shall not use to their advantage nor disclose any regulant's confidential client information that comes to their attention.

K. Contingent fees. As provided in § 54.1-4414 D 2 and 3 of the Code of Virginia, a CPA certificate holder shall not perform for a contingent fee: (i) any services for, or receive such a fee from, a client for whom the CPA certificate holder or the CPA certificate holder’s firm performs services which involve the practice of public accounting, during the period when such services are being provided and during the period covered by the financial statements; or (ii) prepare an original tax return or claim for a tax refund for a contingent fee for any client.

1. Preparation of an original tax return or claim for a tax refund includes giving advice on events that have occurred at the time the advice is given if such advice is directly relevant to determining the existence, character, or amount of a schedule, entry, or other portion of a return or claim for refund.

2. A fee is considered determined based on the findings of governmental agencies if the regulant can demonstrate a reasonable expectation, at the time of a fee arrangement, of substantive consideration by an agency with respect to the regulant’s client. Such an expectation is deemed not reasonable in the case of preparation of original tax returns.

L. Commissions and referral fees.

1. Prohibited commissions. As provided in § 54.1-4414 D 1 of the Code of Virginia, a CPA certificate holder shall not recommend to a client any product or services for a commission, or, for a commission, recommend or refer any product or service to be supplied by a client, or receive a commission when the CPA certificate holder also performs for that client any service which involves the practice of public accounting. This prohibition applies during the period in which the CPA certificate holder is providing services which involve the giving of an assurance or during the period covered by any financial statements that were prepared by the CPA certificate holder as a part of such services.

2. Disclosure of permitted commissions. As provided in § 54.1-4414 E of the Code of Virginia, a CPA certificate holder who is not prohibited from accepting a commission and who is paid or expects to be paid a commission shall disclose that fact to any person or entity to whom the CPA certificate holder recommends or refers a product or service to which the commission applies.

3. Disclosure of referral fees. As provided in § 54.1-4414 F of the Code of Virginia, a CPA certificate holder who accepts a referral fee for recommending or referring any service of a CPA certificate holder shall disclose such payment to the client.

M. Acts discreditable. A regulant shall not commit acts discreditable to the profession, as listed in § 54.1-4413 of the Code of Virginia and this chapter.

N. Advertising and other forms of solicitation. A regulant shall not seek to obtain clients by advertising or other forms of solicitation in a manner that is false, misleading, or deceptive, or by coercion, overreaching or harassing conduct.

O. Form of organization and name. A regulant shall not practice under a firm name that is false, misleading or deceptive.

PART V. STANDARDS OF PRACTICE FOR CPA CERTIFICATE HOLDERS.

18 VAC 5-21-130. Standards of practice for CPA certificate holders involved in the practice of public accounting or compiling financial statements.

CPA certificate holders shall follow the standards, as applicable under the circumstances, set forth in this section in providing services involving the practice of public accounting or compiling financial statements:

1. Statements of Financial Accounting Standards (Volumes I and II, June 1, 2000) issued by the Financial Accounting Standards Board;

2. Accounting Principles (Volume III, June 1, 2000) promulgated by the Accounting Principles Board of the American Institute of Certified Public Accountants;

3. Accounting Principles (Volume III, June 1, 2000) promulgated by the Committee on Accounting Procedure of the American Institute of Certified Public Accountants;

4. Statements on Auditing Standards (2000 Edition) issued by the Auditing Standards Board of the American Institute of Certified Public Accountants;

5. Statements on Standards for Accounting and Review Services (January 1, 1999) issued by the American Institute of Certified Public Accountants;

6. Statements of Governmental Accounting and Financial Reporting Standards (June 30, 1999) issued by the Governmental Accounting Standards Board;

7. Statements on Governmental Auditing Standards issued by the Comptroller General of the United States;

8. Statements on Standards for Attestation Engagements (January 1, 2000) issued by the Accounting and Review Services Committee of the American Institute of Certified Public Accountants; and

9. Standards issued by various governmental bodies with which the auditor is required to comply.

18 VAC 5-21-140. Standards of practice for CPA certificate holders providing tax compliance and advice.

In addition to the standards of conduct established in 18 VAC 5-21-120, CPA certificate holders who provide tax compliance and tax advisory services shall comply with the standards as appropriate under the circumstances, set forth in the Statements on Responsibilities in Tax Practice promulgated by the Responsibilities in Tax Practice Committee and the Tax Executive Committee of the American Institute of Certified Public Accountants.

18 VAC 5-21-150. Standards of practice for CPA certificate holders providing consulting services.

A CPA certificate holder providing management consulting advisory services shall comply with the following standards of practice:

1. Client interest. Serve the client interest by seeking to accomplish the objectives established by the understanding with the client while maintaining integrity and objectivity.

2. Understanding with client. Establish with the client a written or oral understanding about the responsibilities of the parties and the nature, scope, and limitations of services to be performed, and modify the understanding if circumstances require a significant change during the engagement.

3. Communication with client. Inform the client of (i) conflicts of interest that may occur pursuant to interpretations of the standards of conduct established in 18 VAC 5-21-120; (ii) significant reservations concerning the scope of benefits of the eng