OAR 801-010-0345: Registration of Business Organizations

(1) Requirement to register as a firm . A business organization organized for the practice of public accountancy that is located in Oregon or serving Oregon clients, must register with the Board as a firm if the business organization: (a) Uses the terms "certified public accountant," "CPA," "public accountant" or "PA," or any derivation of such terms; (b) Holds out to clients or to the public that the business organization is in any way engaged in the practice of public accountancy; (c) Holds out to clients or the public that it is comprised of more than one licensee; or (d) Is located in Oregon and performs attestation, or compilation services, as defined by these rules. (2) Registration of sole proprietors. A business organization organized as a sole proprietorship, a professional corporation, a limited liability company, or other form of business entity authorized by statute, and comprised of a single license holder under ORS 673.150, is required to register as a firm if the business organization engages in any attestation or compilation work. (3) Out of State Firms. Firms that are not located in Oregon but serve Oregon clients must comply with the registration requirements in (1) above if the firm performs any of the following services: (a) Attestation engagements. (b) Engagements for which performance standards are included in the auditing standards of the Public Company Accounting Oversight Board (PCAOB) (c) Out of State firms that are required to register under the criteria in (3) above, must provide to the Board: the name, license number, and contact information for the person who is a license holder under ORS 673.150 or meets the substantial equivalency requirements of ORS 673.153, and that is responsible for supervising attestation services and signs or authorizes someone to sign the accountant’s report on the financial statements on behalf of the business organization. (4) Application requirements. (a) A business organization that is required to be registered as a firm in Oregon must submit a Firm Registration Application provided by the Board and accompanied by the appropriate fee, stated in OAR 801-010-0010. (b) In the event a registered firm changes its form of business to a different entity type, a new firm registration application must be completed. (c) Registration applications and each renewal application must provide the following information in writing: (A) Name of the firm; (B) Identification by name and by certificate number of each CPA and PA who is associated with, or is employed by the business organization and serves Oregon clients; (C) Identification by name and by percentage of ownership of all individuals who have an ownership interest in the business organization. Licensees who do not hold an Oregon license must provide the name and licensing information relating to the jurisdiction in which they are licensed; (D) The physical address of every office and branch office in this state; (E) A list of the states in which the business organization is currently authorized to practice public accountancy; (F) Notice of every denial, revocation, practice restriction, limitation or probation, lapse or suspension of authority to perform any type of public accountancy services or other disciplinary action that is or has been issued by any jurisdiction against the firm or any Oregon licensee associated with the business organization; and (G) A letter showing proof of enrollment in Peer Review if the firm intends to perform attestation, review or compilation services in this state. Upon request, the firm shall provide a copy of the firm’s two most recent peer review reports, acceptance letters, response letters and completion letters. (H) Confirmation of registration is required if the firm has a physical location in Oregon and is required by the Oregon Secretary of State Business Registry Office to be registered. (5) Firms with non-CPA and non-PA ownership. In addition to the information required under section (4) of this rule, business organizations with non-CPA or non-PA owners that are required to register as a firm must provide evidence to the satisfaction of the Board that the business organization satisfies the requirements of OAR 801-010-0340 with the application for initial registration and with each registration renewal. (6) Issuance of firm registration . The Board shall, upon receipt of an application that satisfies all the requirements of these rules and payment of the registration fee, issue a certificate of registration, which shall remain in effect until December 31 of the odd-numbered year following the date of such registration. The business organization shall: (a) Renew the firm registration on or before December 31 of each odd-numbered year by submitting a completed renewal form provided by the Board, together with the appropriate registration renewal fee. The Board may waive the renewal fee if an initial firm registration is issued in November or December of the year in which the registration is due for renewal. (b) Business organizations subject to registration that fail to renew a registration by the end of the month following the close of the renewal period (January 31), will be terminated. Firms may be reinstated by submitting a reinstatement application together with the required renewal fee plus any applicable penalties to the Board office. (c) Notify the Board in writing of any change in the firm name, firm ownership or the entity type within 30 days of such change. Firms that have an entity change must submit an initial firm registration application with the Board office. (d) In addition to the notice that is required upon application and for each renewal of the firm registration under section (4) of this rule, business organizations are required to provide written notice to the Board pursuant to OAR 801-030-0020(2). (e) Display the letter of registration issued by the Board in a conspicuous place at the principal office of the firm. (f) An out of state firm that is required to register in Oregon must notify the Board in writing within 30 days if the firm opens an office in Oregon. (7) Form of Practice. A licensee may practice public accountancy in a business organization as defined in ORS 673.010 that is organized in accordance with statutory provisions. (a) Non-CPA or non-PA ownership. A licensee may form a business organization with a non-licensee for the purpose of engaging in the practice of public accountancy in accordance with the provisions of ORS 673.160 and OAR 801-010-0340. (b) Notwithstanding subsection (5) of this rule, any certified public accountant or public accountant whose license to practice public accountancy has been suspended or revoked for disciplinary reasons in any jurisdiction may not participate as a non-licensee owner in a business organization required to be registered under ORS 673.160. Licensees who hold an inactive, retired, or lapsed status license are not permitted to hold ownership or partnership status in an Oregon firm. (c) Branch offices . (A) Every branch office located in this state shall be managed by a licensee holding a Oregon license. An Oregon licensee must be designated as responsible for managing the office, staff and services rendered to the public. (B) The location of each branch office in Oregon shall be reported to the Board at the time of application for registration as a firm and with each renewal application, together with a statement that each branch office meets the requirements of OAR 801-010-0345(7)(c)(A). (d) Internet Practice . Licensees or firms using the CPA or PA title to perform or solicit services via a website, are required to include information on the website naming the state(s) in which each CPA or PA is licensed to perform public accounting services, or provide a name and contact information for an individual who will respond within seven business days to inquiries regarding individual licensee information. Information required to be posted by this rule must be posted clearly visible and prominently displayed on the homepage. (8) Firm Names (a) False and misleading firm names: (A) A public accounting firm shall not offer or provide public accounting services using a firm name that is misleading as to the legal entity or organization of the firm, as to the owners or employees of the firm. (B) A firm name shall not include false or misleading language about the business organization of the firm, the nature of the services provided, and the number of licensees associated with or working for the firm or the identity of individual members of the firm. Except as provided in paragraphs (D) and (E) of this subsection, a firm name shall not include information about or indicate an association with, individuals who are not members of the firm. (C) A firm name shall include words or abbreviations required by the laws under which the business organization is organized to identify the form of business organization or legal entity being used by the firm. (D) A firm name may be composed of the names of one or more past partners, shareholders, owners, or members of the business organization or its successor, so long as the past partner, shareholder, owner or member: (i) Is not actively engaged in the practice of public accountancy as a sole proprietor in the same market area, and (ii) Approves in writing of the continued use of such name. Approval given by a licensee for the continued use of licensee’s name may be withdrawn by the licensee, in writing and shall allow a reasonable period of time for the firm to withdraw such name. (E) A partner, shareholder, owner, or member surviving the death or withdrawal of all other partners, shareholders, owners, or members may continue to practice under the firm name provided that the firm meets the requirements stated in this rule. (b) Singular firm names . The use by a certified public accountant or public accountant in individual practice of the individual's full legal name in the singular form, followed by the title "Certified Public Accountant," "Public Accountant," "CPA" or "PA" is not misleading. (c) Plural firm names . (A) The use by a firm of a plural title or designation, including words like "and company," “associates” and "accountants," is not misleading if, in addition to the names of persons included in the firm name, the firm has at least one additional partner, shareholder, owner, or member, or employs at least one staff person (excluding independent contractors), who works a minimum of 20 hours per week, who is licensed to practice public accountancy under ORS 673.150 or under ORS 673.153 and whose permit is not revoked, suspended, lapsed, retired or inactive. (B) A firm using a plural name that ceases to qualify for use of a firm name under (A) shall: (i) Cease using the plural name and so notify the Board in writing; or (ii) Notify the Board in writing within 30 days of non-compliance. Such firm shall have 90 days in which to employ a licensed staff person as required under paragraph (A) of this subsection. The firm shall provide written notice to the Board when the firm has employed the required licensed staff person. (C) A firm may file a written request for an additional 90-day extension to satisfy the requirements of (A). (d) Assumed business names. (A) A firm name that does not include the designations "PC", "LLC", "LP", or "LLP" to indicate the form of legal entity through which the practice of public accountancy is being conducted, or that does not include the full legal name of every owner of such business organization, shall be filed as an assumed business name with the Corporations Division of the Office of the Secretary of State. A copy of the registration of the assumed business name shall be provided to the Board with the application for registration as a firm and with every renewal application. (B) An assumed business name that is registered with the Corporate Division of the Office of the Secretary of State may be composed in whole or in part of initials. Such abbreviated firm name shall not spell a word or form an acronym that may be misleading to the public. Every assumed business name shall meet the requirements of paragraph (8)(a)(B) of this rule. (e) Notice to Board. A business organization registered as a firm under ORS 673.160 shall provide written notice to the Board within 30 days of any change of firm name, firm address, firm ownership, or change in the form of operating entity.