Missouri Revised Statutes

Chapter 326
Accountants

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Citation of law.

326.250. The provisions of sections 326.250 to 326.331 shall be known and may be cited as the "Missouri Accountancy Act".

(L. 2001 H.B. 567)

Policy statement, purpose clause.

326.253. It is the policy of this state and the purpose of this chapter to promote the reliability of information that is used for guidance in financial transactions or for accounting for or assessing the financial status or performance of commercial, noncommercial and governmental enterprises. The protection of the public interest requires that persons professing special competence in accountancy or offering assurance as to the reliability or fairness of presentation of such information shall have demonstrated their qualifications to do so, and that persons who have not demonstrated and maintained such qualifications not be permitted to represent themselves as having such special competence or to offer such assurance; that the conduct of persons licensed as having special competence in accountancy be regulated in all aspects of their professional work; that a public authority competent to prescribe and assess the qualifications and to regulate the conduct of certified public accountants be established; and that the use of titles that have a capacity or tendency to deceive the public as to the status or competence of the persons using such titles be prohibited.

(L. 2001 H.B. 567)

Definitions.

326.256. 1. As used in this chapter, the following terms mean:

(1) "AICPA", the American Institute of Certified Public Accountants;

(2) "Attest" or "attest services", providing the following financial statement services:

(a) Any audit or other engagement to be performed in accordance with the Statements on Auditing Standards (SAS);

(b) Any examination of prospective financial information to be performed in accordance with the Statements on Standards for Attestation Engagements (SSAE); or

(c) Any engagement to be performed in accordance with the auditing standards and rules of the Public Company Accounting Oversight Board (PCAOB);

(3) "Board", the Missouri state board of accountancy established under section 326.259 or its predecessor pursuant to prior law;

(4) "Certificate", a certificate issued under section 326.060* prior to August 28, 2001;

(5) "Certified public accountant" or "CPA", the holder of a certificate or license as defined in this section;

(6) "Certified public accountant firm", "CPA firm" or "firm", a sole proprietorship, a corporation, a partnership or any other form of organization issued a permit under section 326.289;

(7) "Client", a person or entity that agrees with a licensee or licensee's employer to receive any professional service;

(8) "Compilation", providing a service to be performed in accordance with Statements on Standards for Accounting and Review Services (SSARS) that is presented in the form of financial statements information that is the representation of management (owners) without undertaking to express any assurance on the statements;

(9) "Home office", the location specified by the client as the address to which attest, compilation, or review services are directed;

(10) "License", a license issued under section 326.280, or privilege to practice under section 326.283; or, in each case, an individual license or permit issued pursuant to corresponding provisions of prior law;

(11) "Licensee", the holder of a license as defined in this section;

(12) "Manager", a manager of a limited liability company;

(13) "Member", a member of a limited liability company;

(14) "NASBA", the National Association of State Boards of Accountancy;

(15) "Peer review", a study, appraisal or review of one or more aspects of the professional work of a licensee or certified public accountant firm that performs attest, review or compilation services, by licensees who are not affiliated either personally or through their certified public accountant firm being reviewed pursuant to the Standards for Performing and Reporting on Peer Reviews promulgated by the AICPA or such other standard adopted by regulation of the board which meets or exceeds the AICPA standards;

(16) "Permit", a permit to practice as a certified public accountant firm issued under section 326.289 or corresponding provisions of prior law or pursuant to corresponding provisions of the laws of other states;

(17) "Professional", arising out of or related to the specialized knowledge or skills associated with certified public accountants;

(18) "Public accounting":

(a) Performing or offering to perform for an enterprise, client or potential client one or more services involving the use of accounting or auditing skills, or one or more management advisory or consulting services, or the preparation of tax returns or the furnishing of advice on tax matters by a person, firm, limited liability company or professional corporation using the title "C.P.A." or "P.A." in signs, advertising, directory listing, business cards, letterheads or other public representations;

(b) Signing or affixing a name, with any wording indicating the person or entity has expert knowledge in accounting or auditing to any opinion or certificate attesting to the reliability of any representation or estimate in regard to any person or organization embracing financial information or facts respecting compliance with conditions established by law or contract, including but not limited to statutes, ordinances, rules, grants, loans and appropriations; or

(c) Offering to the public or to prospective clients to perform, or actually performing on behalf of clients, professional services that involve or require an audit or examination of financial records leading to the expression of a written attestation or opinion concerning these records;

(19) "Report", when used with reference to financial statements, means an opinion, report or other form of language that states or implies assurance as to the reliability of any financial statements, and that also includes or is accompanied by any statement or implication that the person or firm issuing it has special knowledge or competence in accounting or auditing. Such a statement or implication of special knowledge or competence may arise from use by the issuer of the report of names or titles indicating that the person or firm is an accountant or auditor, or from the language of the report itself. The term report includes any form of language which disclaims an opinion when such form of language is conventionally understood to imply any positive assurance as to the reliability of the financial statements referred to or special competence on the part of the person or firm issuing such language, or both, and includes any other form of language that is conventionally understood to imply such assurance or such special knowledge or competence, or both;

(20) "Review", providing a service to be performed in accordance with Statements on Standards for Accounting and Review Services (SSARS) that is performing inquiry and analytical procedures that provide the accountant with a reasonable basis for expressing limited assurance that there are no material modifications that should be made to the statements for them to be in conformity with generally accepted accounting principles or, if applicable, with another comprehensive basis of accounting;

(21) "State", any state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam; except that "this state" means the state of Missouri;

(22) "Substantial equivalency" or "substantially equivalent", a determination by the board of accountancy or its designee that the education, examination and experience requirements contained in the statutes and administrative rules of another jurisdiction are comparable to or exceed the education, examination and experience requirements contained in this chapter or that an individual certified public accountant's education, examination and experience qualifications are comparable to or exceed the education, examination and experience requirements contained in this chapter;

(23) "Transmittal", any transmission of information in any form, including but not limited to any and all documents, records, minutes, computer files, disks or information.

2. The statements on standards specified in this section shall be adopted by reference by the board pursuant to rulemaking and shall be those developed for general application by the AICPA or other recognized national accountancy organization as prescribed by board rule.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600, A.L. 2008 S.B. 788)

*Section 326.060 was repealed by H.B. 567, 2001.

Missouri state board of accountancy established, appointment,members, qualifications, terms, removal.

326.259. 1. The "Missouri State Board of Accountancy" is hereby established and shall consist of seven members, one of whom shall be a voting public member, and shall have the functions, powers and duties prescribed in this chapter.

2. Each member of the board, except the public member, shall be a licensee pursuant to the laws of this state, and shall at the time of his or her appointment be a citizen of the United States, a resident of this state for at least one year and have practiced continuously as a licensee for a period of at least five years immediately preceding his or her appointment. At the time of his or her appointment, the public member shall be a citizen of the United States, a resident of this state for a period of one year, a registered voter, a person who is not and never was a member of any profession licensed or regulated pursuant to this chapter or the immediate family member of such a person, and a person who does not have and never has had a material financial interest in either providing professional services regulated by this chapter, or an activity or organization directly related to any profession licensed or regulated pursuant to this chapter.

3. Members of the Missouri state board of accountancy appointed pursuant to section 326.160 prior to August 28, 2001, shall serve the remainder of their terms. Thereafter, the members of the board, including public members, shall be chosen by the governor with the advice and consent of the senate from lists submitted by the director of the division of professional registration. The chair of the largest membership state organization of certified public accountants which is dedicated to maintaining the high professional and ethical standards of accountants as well as protection of the public may submit a list of five licensees to the director of the division of professional registration for consideration as a board member, other than the public member. To be considered by the director of the division of professional registration, the list shall be submitted at least ninety days prior to the expiration of the term of the board member or as soon as feasible after a vacancy on the board occurs. The duties of the public member shall not include the determination of the technical requirements for licensure, whether any person meets the technical requirements, or the technical competence or technical judgment of a certified public accountant or applicant for licensure.

4. The term of office of each board member appointed shall be five years. Vacancies shall be filled by the governor for the remainder of the unexpired term. No person shall serve more than two consecutive terms or eleven years, whichever is less; except that a member may hold office until his or her successor is appointed and qualified. Any member who has served two complete consecutive terms shall be ineligible to be reappointed until one year has lapsed. No member whose term has been terminated for any reason, other than the term's expiration, shall be eligible for reappointment until the lapse of one year. An appointment to fill an unexpired term shall not be considered a complete term.

5. The governor may remove any member of the board for misconduct, incompetency or neglect of official duties after giving the member written notice of the charges and an opportunity to be heard.

(L. 2001 H.B. 567)

Rulemaking authority--office maintained in Jefferson City.

326.262. 1. The Missouri state board of accountancy shall have power by rule to adopt and use a seal; make and amend all rules deemed necessary for the proper administration of this chapter; conduct examinations; administer oaths and hear testimony regarding complaints, investigations and disciplinary actions or in pursuing settlement as provided by section 621.110, or preparatory to the filing of a complaint pursuant to section 621.045; require by summons or subpoena the attendance and testimony of witnesses, and the production of books, papers and documents with respect to testimony regarding complaints, investigations and disciplinary actions or in pursuing settlement; and do and perform all other acts and things committed to its charge and administration, or incidental thereto.

2. The board shall maintain its office in Jefferson City, Missouri.

(L. 2001 H.B. 567)

Officers elected by board, employment of legal counsel andpersonnel--continuing education committee, duties.

326.265. 1. The board shall elect annually one of its members as president, one as vice president, one as secretary and one as treasurer, and shall make an annual report to the governor and the general assembly. The board shall file and preserve all written applications, petitions, complaints, charges or requests made or presented to the board and all affidavits and other verified documents, and shall keep accurate records and minutes of its proceedings. A copy of any entry in the register, or of any records or minutes of the board, certified by the president or secretary of the board under its seal shall constitute and have the full force and effect of the original.

2. The board may employ legal counsel and board personnel as defined in subdivision (4) of subsection 10 of section 324.001 and incur such travel and other expense as in its judgment shall be necessary for the effective administration of this chapter.

3. The board may also appoint a continuing education committee of not less than five members consisting of certified public accountants of this state. Such committee shall:

(1) Evaluate continuing education programs to determine if they meet continuing education regulations adopted by the board;

(2) Consider applications for exceptions to continuing education regulations adopted pursuant to the provisions of section 326.271; and

(3) Consider other matters regarding continuing education as may be assigned by the board.

(L. 2001 H.B. 567, A.L. 2008 S.B. 788)

Meetings--examination of applicants, content, fees--compensation ofboard members.

326.268. 1. The board may prescribe by rule the dates and places for holding regular meetings and regulate the call, notice and holding of special meetings. Four members of the board shall constitute a quorum at any regular meeting or special meeting.

2. The board shall determine by rule the dates and times of examination of applicants. Examination of applicants shall be held at least twice annually. The board may determine by rule the method for publicizing the times and places of the examination. The board may require any or all applicants to appear in person before the board to answer questions regarding their qualifications and may, in the board's discretion, require evidence in support of the statements of the applicant.

3. The required examination shall test the applicant's knowledge of the subjects of accounting and auditing, and such other related subjects as the board may specify by rule, including but not limited to business law and taxation. The board shall prescribe by rule the methods of applying for and conducting the examination, including methods for grading and passing grades; provided, however, that the board shall, to the extent possible, ensure the examination, grading of the examination and the passing grades are uniform with those applicable in other states. The board may make use of all or any part of the Uniform Certified Public Accountant Examination and Advisory Grading Service of the American Institute of Certified Public Accountants and may contract with third parties to perform administrative services with respect to the examination as the board deems appropriate.

4. The board may determine by rule the examination fee.

5. Each member of the board shall receive as compensation an amount set by the board not to exceed seventy dollars for each day devoted to the affairs of the board, and shall be reimbursed for necessary and actual expenses incurred in the performance of the member's official duties. All claims for compensation and expenses shall be presented and allowed in open meetings of the board. No compensation or expenses of members of the board, its officers or employees shall be charged against the general funds of the state, but shall be paid out of the state board of accountancy fund.

(L. 2001 H.B. 567)

Rulemaking authority, conduct of matters and continuing education.

326.271. 1. The board shall promulgate rules of procedure for governing the conduct of matters before the board.

2. The board shall promulgate rules of professional conduct for establishing and maintaining high standards of competence and integrity in the profession of public accounting.

3. In promulgating rules and regulations regarding the requirements of continuing education, the board:

(1) May use and rely upon guidelines and pronouncements of recognized educational and professional associations;

(2) May prescribe for content, duration and organization of courses;

(3) Shall consider applicant accessibility to continuing education as required by the board, and any impediments to the interstate practice of public accounting which may result from differences in requirements in states;

(4) May in its discretion relax or suspend continuing education requirements for instances of individual hardship;

(5) Shall not require the completion of more than one hundred twenty hours of continuing education or its equivalent in any three-year period, not more than one-third of which shall be required in any one year. The continuing education requirements must be capable of being fulfilled in programs or courses reasonably available to licensees within the state.

4. The board may require by rule licensees to submit any continuing education reporting as the board deems necessary.

5. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this chapter shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This chapter and chapter 536 are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536 to review, to delay the effective date or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2001, shall be invalid and void.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600)

Investigation of complaints by board.

326.274. Upon receipt of a complaint or other information suggesting violations of this chapter or the rules of the board, the board may conduct investigations to determine if probable cause exists to institute proceedings pursuant to sections 326.295 to 326.316 against any person or firm for the violation, but an investigation pursuant to this section shall not be a prerequisite to initiate proceedings where a determination of probable cause can be made without investigation.

(L. 2001 H.B. 567)

Eligibility for examination, education requirements.

326.277. For an applicant to be eligible to apply for the examination, the applicant shall fulfill the education requirements of subdivision (4) of subsection 1 of section 326.280.

(L. 2001 H.B. 567)

License issued, when--reexamination and fees--temporary licenseissued, when.

326.280. 1. A license shall be granted by the board to any person who meets the requirements of this chapter and who:

(1) Is a resident of this state or has a place of business in this state or, as an employee, is regularly employed in this state;

(2) Has attained the age of twenty-one years;

(3) Is of good moral character;

(4) Either:

(a) Applied for the initial examination prior to June 30, 1999, and holds a baccalaureate degree conferred by an accredited college or university recognized by the board, with a concentration in accounting or the substantial equivalent of a concentration in accounting as determined by the board; or

(b) Applied for the initial examination on or after June 30, 1999, and has at least one hundred fifty semester hours of college education, including a baccalaureate or higher degree conferred by an accredited college or university recognized by the board, with the total educational program including an accounting concentration or equivalent as determined by board rule to be appropriate;

(5) Has passed an examination in accounting, auditing and such other related subjects as the board shall determine is appropriate; and

(6) Has had one year of experience. Experience shall be verified by a licensee and shall include any type of service or advice involving the use of accounting, attest, review, compilation, management advisory, financial advisory, tax or consulting skills including governmental accounting, budgeting or auditing. The board shall promulgate rules and regulations concerning the verifying licensee's review of the applicant's experience.

2. The board may prescribe by rule the terms and conditions for reexaminations and fees to be paid for reexaminations.

3. A person who, on August 28, 2001, holds an individual permit issued pursuant to the laws of this state shall not be required to obtain additional licenses pursuant to sections 326.280 to 326.286, and the licenses issued shall be considered licenses issued pursuant to sections 326.280 to 326.286. However, such persons shall be subject to the provisions of section 326.286 for renewal of licenses.

4. Upon application, the board may issue a temporary license to an applicant pursuant to this subsection for a person who has made a prima facie showing that the applicant meets all of the requirements for a license and possesses the experience required. The temporary license shall be effective only until the board has had the opportunity to investigate the applicant's qualifications for licensure pursuant to subsection 1 of this section and notify the applicant that the applicant's application for a license has been granted or rejected. In no event shall a temporary license be in effect for more than twelve months after the date of issuance nor shall a temporary license be reissued to the same applicant. No fee shall be charged for a temporary license. The holder of a temporary license which has not expired, been suspended or revoked shall be deemed to be the holder of a license issued pursuant to this section until the temporary license expires, is terminated, suspended or revoked.

5. An applicant for an examination who meets the educational requirements of subdivision (4) of subsection 1 of this section or who reasonably expects to meet those requirements within sixty days after the examination shall be eligible for examination if the applicant also meets the requirements of subdivisions (1), (2) and (3) of subsection 1 of this section. For an applicant admitted to examination on the reasonable expectation that the applicant will meet the educational requirements within sixty days, no license shall be issued nor credit for the examination or any part thereof given unless the educational requirement is in fact met within the sixty-day period.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600)

Reciprocity for out-of-state accountants--licensee of this statecommitting act in another state, effect.

326.283. 1. (1) An individual whose principal place of business, domicile, or residency is not in this state and who holds a valid and unrestricted license to practice public accounting from any state which the board or its designee has determined by rule to be in substantial equivalence with the licensure requirements of this chapter, or if the individual's qualifications are substantially equivalent to the licensure requirements of this chapter, shall be presumed to have qualifications substantially equivalent to this state's requirements and shall have all the privileges of licensees of this state without the need to obtain a license or to otherwise notify or register with the board or pay any fee. Provided, however, the board may by rule require individuals with a valid but restricted license to obtain a license.

(2) An individual who qualifies for the privilege to practice under this section may offer or render professional services in this state, whether in person, by mail, telephone, or electronic means, and no notice or other submission shall be required of any such individual.

(3) An individual licensee of another state exercising the privilege afforded under this section and the firm which employs such licensee hereby simultaneously consent, as a condition of the grant of this privilege:

(a) To the personal and subject matter jurisdiction and disciplinary authority of the board;

(b) To comply with this chapter and the board's rules;

(c) That in the event the license from any state is no longer valid or unrestricted, the individual shall cease offering or rendering professional services in this state individually and on behalf of a firm; and

(d) To the appointment of the state board that issued the individual's license as his or her agent upon whom process may be served in any action or proceeding by this board against the individual.

(4) An individual who has been granted the privilege to practice under this section who performs attest services for an entity with a home office in this state shall only do so through a firm which has obtained a permit issued under section 326.289.

(5) Nothing in this chapter shall prohibit temporary practice in this state for professional business incidental to a CPA's regular practice outside this state. "Temporary practice" means that practice related to the direct purpose of an engagement for a client located outside this state, which engagement began outside this state and extends into this state through common ownership, existence of a subsidiary, assets or other operations located within this state.

2. A licensee of this state offering or rendering services or using his or her certified public accountant title in another state shall be subject to disciplinary action in this state for an act committed in another state for which the licensee would be subject to discipline for an act committed in the other state. Notwithstanding the provisions of section 326.274 to the contrary, the board may investigate any complaint made by the board of accountancy of another state.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600, A.L. 2008 S.B. 788)

Issuance and renewal of licenses, when, term--license holder byforeign authority, state license issued, when.

326.286. 1. The board may grant or renew licenses to persons who make application and demonstrate that their qualifications, including the qualifications prescribed by section 326.280, are in accordance with this section.

2. Licenses shall be initially issued and renewed for periods of not more than three years and shall expire on the renewal date following issuance or renewal. Applications for licenses shall be made in such form, and in the case of applications for renewal, between such dates, as the board by rule shall specify. Application and renewal fees shall be determined by the board by rule.

3. With regard to applicants that do not qualify for reciprocity pursuant to subsection 1 of this section, or a provisional license through the substantial equivalency standard set out in subsection 1 of section 326.283, the board may issue a license to an applicant upon a showing that:

(1) The applicant passed the examination required for issuance of the applicant's certificate with grades that would have been passing grades at the time in this state;

(2) The applicant had four years of experience outside of this state of the type described in subdivision (6) of subsection 1 of section 326.280 or meets equivalent requirements prescribed by the board by rule, after passing the examination upon which the applicant's license was based and within the ten years immediately preceding the application; and

(3) If the applicant's certificate, license or permit was issued more than four years prior to the application for issuance of a license pursuant to this section, the applicant has fulfilled the requirements of continuing professional education that would have been applicable pursuant to subsection 6 of this section.

4. As an alternative to the requirements of subsection 3 of this section, a certified public accountant licensed by another state who establishes a principal place of business in this state shall request the issuance of a license from the board prior to establishing the principal place of business. The board may issue a license to the person who obtains verification from the NASBA National Qualification Appraisal Service that the individual's qualifications are substantially equivalent to the licensure requirements of sections 326.250 to 326.331.

5. An application pursuant to this section may be made through the NASBA Qualification Appraisal Service.

6. For renewal of a license pursuant to this section, each licensee shall participate in a program of learning designed to maintain professional competency. The program of learning shall comply with rules adopted by the board. The board may create by rule an exception to such requirement for licensees who do not perform or offer to perform for the public one or more kinds of services involving the use of accounting or auditing skills, including issuance of reports on financial statements or of one or more kinds of management advisory, financial advisory or consulting services, or the preparation of tax returns or the furnishing of advice on tax matters. Licensees granted an exception by the board shall place the word "inactive" adjacent to their certified public accountant title on any business card, letterhead or any other document or device, except their certified public accountant certificate, on which their certified public accountant title appears.

7. Applicants for initial issuance or renewal of licenses pursuant to this section shall list all states in which they have applied for or hold certificates, licenses or permits and list any past denial, revocation or suspension or any discipline of a certificate, license or permit. Each holder of or applicant for a license shall notify the board in writing within thirty days after its occurrence of any issuance, denial, revocation or suspension or any discipline of a certificate, license or permit by another state.

8. The board may issue a license to a holder of a substantially equivalent foreign designation, provided that:

(1) The foreign authority which granted the designation makes similar provisions to allow a person who holds a valid license issued by this state to obtain such foreign authority's comparable designation; and

(2) The foreign designation:

(a) Was duly issued by a foreign authority that regulates the practice of public accounting and the foreign designation has not expired or been revoked or suspended;

(b) Entitles the holder to issue reports upon financial statements; and

(c) Was issued upon the basis of educational, examination and experience requirements established by the foreign authority or by law; and

(3) The applicant:

(a) Received the designation based on educational and examination standards substantially equivalent to those in effect in this state at the time the foreign designation was granted;

(b) Completed an experience requirement substantially equivalent to the requirement set out in subdivision (6) of subsection 1 of section 326.280 in the jurisdiction which granted the foreign designation or has completed four years of professional experience in this state, or meets equivalent requirements prescribed by the board by rule within the ten years immediately preceding the application; and

(c) Passed a uniform qualifying examination in national standards and an examination on the laws, regulations and code of ethical conduct in effect in this state acceptable to the board.

9. An applicant pursuant to subsection 8 of this section shall list all jurisdictions, foreign and domestic, in which the applicant has applied for or holds a designation to practice public accounting. Each holder of a license issued pursuant to this subsection shall notify the board in writing within thirty days after its occurrence of any issuance, denial, revocation, suspension or any discipline of a designation or commencement of a disciplinary or enforcement action by any jurisdiction.

10. The board has the sole authority to interpret the application of the provisions of subsections 8 and 9 of this section.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600)

Issuance and renewal of permits, procedure.

326.289. 1. The board may grant or renew permits to practice as a certified public accounting firm to applicants that demonstrate their qualifications in accordance with this chapter.

(1) The following shall hold a permit issued under this chapter:

(a) Any firm with an office in this state, as defined by the board by rule, performing attest services;

(b) Any firm with an office in this state that uses the title "CPA" or "CPA firm"; and

(c) Any firm that does not have an office in this state performing attest services for a client having a home office in this state.

(2) A firm which does not have an office in this state may perform compilation and review services for a client having a home office in this state and may use the title "CPA" or "CPA firm" without a permit issued under this section only if it:

(a) Has the qualifications described in subsections 4 and 9 of this section; and

(b) Performs such services through an individual with the privilege to practice under subsection 1 of section 326.283.

(3) A firm which is not subject to the requirements of subdivisions (1) or (2) of this subsection may perform other professional services while using the title "CPA" or "CPA firm" in this state without a permit issued under this section only if it:

(a) Has qualifications described in subsection 4 of this section;

(b) Performs such services through an individual with the privilege to practice under section 326.283; and

(c) Can lawfully do so in the state where said individual with privilege to practice has his or her principal place of business.

2. Permits shall be initially issued and renewed for periods of not more than three years or for a specific period as prescribed by board rule following issuance or renewal.

3. The board shall determine by rule the form for application and renewal of permits and shall annually determine the fees for permits and their renewals.

4. An applicant for initial issuance or renewal of a permit to practice under this section shall be required to show that:

(1) A simple majority of the ownership of the firm, in terms of financial interests and voting rights of all partners, officers, principals, shareholders, members or managers, belongs to licensees who are licensed in some state, and the partners, officers, principals, shareholders, members or managers, whose principal place of business is in this state and who perform professional services in this state are licensees under section 326.280 or the corresponding provision of prior law. Although firms may include nonlicensee owners, the firm and its ownership shall comply with rules promulgated by the board;

(2) Any certified public accounting firm may include owners who are not licensees provided that:

(a) The firm designates a licensee of this state, or in the case of a firm which must have a permit under this section designates a licensee of another state who meets the requirements of section 326.283, who is responsible for the proper registration of the firm and identifies that individual to the board;

(b) All nonlicensee owners are active individual participants in the certified public accounting firm or affiliated entities;

(c) All owners are of good moral character; and

(d) The firm complies with other requirements as the board may impose by rule;

(3) Any licensee, initially licensed on or after August 28, 2001, who is responsible for supervising attest services, or signs or authorizes someone to sign the licensee's report on the financial statements on behalf of the firm, shall meet competency requirements as determined by the board by rule which shall include one year of experience in addition to the experience required under subdivision (6) of subsection 1 of section 326.280 and shall be verified by a licensee. The additional experience required by this subsection shall include experience in attest work supervised by a licensee;

(4) Any licensee who is responsible for supervising review services or signs or authorizes someone to sign review reports shall meet the competency requirements as determined by board by rule which shall include experience in review services.

5. An applicant for initial issuance or renewal of a permit to practice shall register each office of the firm within this state with the board and show that all attest, review and compilation services rendered in this state are under the charge of a licensee.

6. No licensee or firm holding a permit under this chapter shall use a professional or firm name or designation that is misleading as to:

(1) The legal form of the firm;

(2) The persons who are partners, officers, members, managers or shareholders of the firm; or

(3) Any other matter.

The names of one or more former partners, members or shareholders may be included in the name of a firm or its successor unless the firm becomes a sole proprietorship because of the death or withdrawal of all other partners, officers, members or shareholders. A firm may use a fictitious name if the fictitious name is registered with the board and is not otherwise misleading. The name of a firm shall not include the name or initials of an individual who is not a present or a past partner, member or shareholder of the firm or its predecessor. The name of the firm shall not include the name of an individual who is not a licensee.

7. Applicants for initial issuance or renewal of permits shall list in their application all states in which they have applied for or hold permits as certified public accounting firms and list any past denial, revocation, suspension or any discipline of a permit by any other state. Each holder of or applicant for a permit under this section shall notify the board in writing within thirty days after its occurrence of any change in the identities of partners, principals, officers, shareholders, members or managers whose principal place of business is in this state; any change in the number or location of offices within this state; any change in the identity of the persons in charge of such offices; and any issuance, denial, revocation, suspension or any discipline of a permit by any other state.

8. Firms which fall out of compliance with the provisions of this section due to changes in firm ownership or personnel after receiving or renewing a permit shall take corrective action to bring the firm back into compliance as quickly as possible. The board may grant a reasonable period of time for a firm to take such corrective action. Failure to bring the firm back into compliance within a reasonable period as defined by the board may result in the suspension or revocation of the firm permit.

9. The board shall require by rule, as a condition to the renewal of permits, that firms undergo, no more frequently than once every three years, peer reviews conducted in a manner as the board shall specify. The review shall include a verification that individuals in the firm who are responsible for supervising attest, review and compilation services or sign or authorize someone to sign the accountant's report on the financial statements on behalf of the firm meet the competency requirements set out in the professional standards for such services, provided that any such rule:

(1) Shall include reasonable provision for compliance by a firm showing that it has within the preceding three years undergone a peer review that is a satisfactory equivalent to peer review generally required under this subsection;

(2) May require, with respect to peer reviews, that peer reviews be subject to oversight by an oversight body established or sanctioned by board rule, which shall periodically report to the board on the effectiveness of the review program under its charge and provide to the board a listing of firms that have participated in a peer review program that is satisfactory to the board; and

(3) Shall require, with respect to peer reviews, that the peer review processes be operated and documents maintained in a manner designed to preserve confidentiality, and that the board or any third party other than the oversight body shall not have access to documents furnished or generated in the course of the peer review of the firm except as provided in subdivision (2) of this subsection.

10. Prior to January 1, 2008, licensees who perform fewer than three attest services during each calendar year shall be exempt from the requirements of subsection 9 of this section.

11. The board may, by rule, charge a fee for oversight of peer reviews, provided that the fee charged shall be substantially equivalent to the cost of oversight.

12. In connection with proceedings before the board or upon receipt of a complaint involving the licensee performing peer reviews, the board shall not have access to any documents furnished or generated in the course of the performance of the peer reviews except for peer review reports, letters of comment and summary review memoranda. The documents shall be furnished to the board only in a redacted manner that does not specifically identify any firm or licensee being peer reviewed or any of their clients.

13. The peer review processes shall be operated and the documents generated thereby be maintained in a manner designed to preserve their confidentiality. No third party, other than the oversight body, the board, subject to the provisions of subsection 12 of this section, or the organization performing peer review shall have access to documents furnished or generated in the course of the review. All documents shall be privileged and closed records for all purposes and all meetings at which the documents are discussed shall be considered closed meetings under subdivision (1) of section 610.021. The proceedings, records and workpapers of the board and any peer review subjected to the board process shall be privileged and shall not be subject to discovery, subpoena or other means of legal process or introduction into evidence at any civil action, arbitration, administrative proceeding or board proceeding. No member of the board or person who is involved in the peer review process shall be permitted or required to testify in any civil action, arbitration, administrative proceeding or board proceeding as to any matters produced, presented, disclosed or discussed during or in connection with the peer review process or as to any findings, recommendations, evaluations, opinions or other actions of such committees or any of its members; provided, however, that information, documents or records that are publicly available shall not be subject to discovery or use in any civil action, arbitration, administrative proceeding or board proceeding merely because they were presented or considered in connection with the peer review process.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600, A.L. 2008 S.B. 788)

Issuance of reports on financial statements, license required--use ofCPA or CA title, when--violations, penalty.

326.292. 1. Only licensees may issue a report on financial statements of any person, firm, organization or governmental unit or offer to render or render any attest service. Such restriction shall not prohibit any act of a public official or public employee in the performance of the person's duties as such; nor prohibit the performance by any nonlicensee of other services involving the use of accounting skills, including the preparation of tax returns, management advisory services and the preparation of nonattest financial statements. Nonlicensees may prepare financial statements and issue nonattest transmittals or information thereon which do not purport to be in compliance with the Statements on Standards for Accounting and Review Services (SSARS).

2. Only certified public accountants shall use or assume the title certified public accountant, or the abbreviation CPA or any other title, designation, words, letters, abbreviation, sign, card or device tending to indicate that such person is a certified public accountant. Nothing in this section shall prohibit:

(1) A certified public accountant whose certificate was in full force and effect, issued pursuant to the laws of this state prior to August 28, 2001, and who does not engage in the practice of public accounting, auditing, bookkeeping or any similar occupation, from using the title certified public accountant or abbreviation CPA;

(2) A person who holds a certificate, then in force and effect, issued pursuant to the laws of this state prior to August 28, 2001, and who is regularly employed by or is a director or officer of a corporation, partnership, association or business trust, in his or her capacity as such, from signing, delivering or issuing any financial, accounting or related statement, or report thereon relating to such corporation, partnership, association or business trust provided the capacity is so designated, and provided in the signature line the title CPA or certified public accountant is not designated.

3. No firm shall provide attest services or assume or use the title certified public accountants or the abbreviation CPAs, or any other title, designation, words, letters, abbreviation, sign, card or device tending to indicate that such firm is a certified public accounting firm unless:

(1) The firm holds a valid permit issued under section 326.289 or is a firm exempt from the permit requirement under subdivisions (2) and (3) of subsection 1 of section 326.289 and complies with all other applicable provisions of that section; and

(2) Ownership of the firm is in accord with section 326.289 and rules promulgated by the board.

4. Only persons holding a valid license or permit issued under section 326.280 or 326.289, or persons qualifying for the privilege to practice under section 326.283, and firms exempt from the permit requirement under subsection 1 of section 326.289, shall assume or use the title certified accountant, chartered accountant, enrolled accountant, licensed accountant, registered accountant, accredited accountant or any other title or designation likely to be confused with the titles certified public accountant or public accountant, or use any of the abbreviations CA, LA, RA, AA or similar abbreviation likely to be confused with the abbreviation CPA or PA. The title enrolled agent or EA shall only be used by individuals so designated by the Internal Revenue Service. Nothing in this section shall prohibit the use or issuance of a title for nonattest services provided that the organization and the title issued by the organization existed prior to August 28, 2001.

5. (1) Nonlicensees shall not use language in any statement relating to the financial affairs of a person or entity that is conventionally used by certified public accountants in reports on financial statements. Nonlicensees may use the following safe harbor language:

(a) For compilations:

"I (We) have prepared the accompanying (financial statements) of (name of entity) as of (time period) for the (period) then ended. This presentation is limited to preparing in the form of a financial statement information that is the representation of management (owners). I (We) have not audited or reviewed the accompanying financial statements and accordingly do not express an opinion or any other form of assurance on them.";

(b) For reviews:

"I (We) reviewed the accompanying (financial statements) of (name of entity) as of (time period) for the (period) then ended. These financial statements (information) are (is) the responsibility of the company's management. I (We) have not audited the accompanying financial statements and accordingly do not express an opinion or any other form of assurance on them.".

(2) Only persons or firms holding a valid license or permit issued under section 326.280 or 326.289 shall assume or use any title or designation that includes the words accountant or accounting in connection with any other language, including the language of a report, that implies that the person or firm holds a license or permit or has special competence as an accountant or auditor; provided, however, that this subsection shall not prohibit any officer, partner, principal, member, manager or employee of any firm or organization from affixing such person's own signature to any statement in reference to the financial affairs of the firm or organization with any wording designating the position, title or office that the person holds therein nor prohibit any act of a public official or employee in the performance of the person's duties as such. Nothing in this subsection shall prohibit the singular use of "accountant" or "accounting" for nonattest purposes.

6. Licensees signing or authorizing someone to sign reports on financial statements when performing attest, review or compilation services shall provide those services in accordance with professional standards as determined by the board by rule.

7. No licensee or firm holding a permit under sections 326.280 to 326.289 shall use a professional or firm name or designation that is misleading about the legal form of the firm, or about the persons who are partners, principals, officers, members, managers or shareholders of the firm, or about any other matter.

8. None of the foregoing provisions of this section shall apply to a person or firm holding a certification, designation, degree or license granted in a foreign country entitling the holder to engage in the practice of public accounting or its equivalent in the country whose activities in this state are limited to the provision of professional services to persons or firms who are residents of, governments of, or business entities of the country in which the person holds the entitlement, who performs no attest, review or compilation services and who issues no reports with respect to the financial statements of any other persons, firms or governmental units in this state, and who does not use in this state any title or designation other than the one under which the person practices in such country, followed by a translation of such title or designation into the English language, if it is in a different language, and by the name of such country.

9. No licensee whose license is issued under section 326.280 or issued pursuant to prior law shall perform attest services through any certified public accounting firm that does not hold a valid permit issued under section 326.289.

10. Nothing herein shall prohibit a practicing attorney or firm of attorneys from preparing or presenting records or documents customarily prepared by an attorney or firm of attorneys in connection with the attorney's professional work in the practice of law.

11. Nothing herein shall prohibit any trustee, executor, administrator, referee or commissioner from signing and certifying financial reports incident to his or her duties in that capacity.

12. Nothing herein shall prohibit any director or officer of a corporation, partner or a partnership, sole proprietor of a business enterprise, member of a joint venture, member of a committee appointed by stockholders, creditors or courts, or an employee of any of the foregoing, in his or her capacity as such, from signing, delivering or issuing any financial, accounting or related statement, or report thereon, relating to the corporation, partnership, business enterprise, joint venture or committee, provided the capacity is designated on the statement or report.

13. (1) A licensee shall not for a commission recommend or refer to a client any product or service, or for a commission recommend or refer any product or service to be supplied by a client, or receive a commission, when the licensee also performs for that client:

(a) An audit or review of a financial statement; or

(b) A compilation of a financial statement when the licensee expects, or reasonably may expect, that a third party will use the financial statement and the licensee's compilation report does not disclose a lack of independence; or

(c) An examination of prospective financial information.

Such prohibition applies during the period in which the licensee is engaged to perform any of the services listed above and the period covered by any historical financial statements involved in such listed services.

(2) A licensee who is not prohibited by this section from performing services for or receiving a commission and who is paid or expects to be paid a commission shall disclose in writing that fact to any person or entity to whom the licensee recommends or refers a product or service to which the commission relates.

(3) Any licensee who accepts a referral fee for recommending or referring any service of a licensee to any person or entity or who pays a referral fee to obtain a client shall disclose in writing the acceptance or payment to the client.

14. (1) A licensee shall not:

(a) Perform for a contingent fee any professional services for, or receive a fee from, a client for whom the licensee or the licensees's firm performs:

a. An audit or review of a financial statement; or

b. A compilation of a financial statement when the licensee expects, or reasonably might expect, that a third party will use the financial statement and the licensee's compilation report does not disclose a lack of independence; or

c. An examination of prospective financial information;

(b) Prepare an original tax return or claim for a tax refund for a contingent fee for any client; or

(c) Prepare an amended tax return or claim for a tax refund for a contingent fee for any client, unless permitted by board rule.

(2) The prohibition in subdivision (1) of this subsection applies during the period in which the licensee is engaged to perform any of those services and the period covered by any historical financial statements involved in any services.

(3) A contingent fee is a fee established for the performance of any service pursuant to an arrangement in which no fee will be charged unless a specified finding or result is attained, or in which the amount of the fee is otherwise dependent upon the finding or result of the service. Solely for purposes of this section, fees are not regarded as being 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 licensee's fees may vary depending, for example, on the complexity of services rendered.

15. Any person who violates any provision of subsections 1 to 5 of this section shall be guilty of a class A misdemeanor. Whenever the board has reason to believe that any person has violated this section it may certify the facts to the attorney general of this state or bring other appropriate proceedings.

(L. 2001 H.B. 567, A.L. 2002 H.B. 1600, A.L. 2008 S.B. 788)

Confidential information, peer review--immunity from civil liability,when.

326.295. 1. To assure a free flow of information for peer review pursuant to section 326.286 or 326.289, or proceedings before the board pursuant to section 326.310, all complaint files, investigation files, and all other investigation reports and other investigative information in the possession of the board or peer review committee or firm, acting pursuant to the authority of section 326.286, 326.289 or 326.310, or its employees or agents, which relate to the hearings or review shall be privileged and confidential, and shall not be subject to discovery, subpoena, or other means of legal compulsion for their release to any person, other than the licensee and the board or peer review committee or firm or their employees and agents involved in such proceedings or be admissible in evidence in any judicial or administrative proceeding, other than the proceeding for which such material was prepared or assembled. A final written decision and finding of fact of the board, pursuant to section 326.310, shall be a public record.

2. No person shall be civilly liable as a result of his or her acts, omissions or decisions in good faith as a member of the board, a peer review committee or firm, or as an employee or agent thereof, in connection with such person's duties.

3. No person shall be civilly liable as a result of filing a report or complaint with the board or a peer review committee, or for the disclosure to the board or a peer review committee or its agents or employees, whether pursuant to a subpoena, of records, documents, testimony or other forms of information which constitute privileged matter in connection with proceedings of a peer review committee, or other board proceedings pursuant to section 326.310. Immunity from civil liability shall not apply if the act is done with malice.

(L. 2001 H.B. 567)

Acts which may be enjoined by court--venue.

326.298. 1. Upon application by the board and the necessary burden having been met, a court of general jurisdiction may grant an injunction, restraining order or other order as may be appropriate to enjoin a person from:

(1) Offering to engage or engaging in the performance of any acts or practices for which a license or permit is required upon a showing that acts or practices were performed or offered to be performed without a license or permit; or

(2) Engaging in any practice or business authorized by a certificate, license or permit issued pursuant to this chapter upon a showing that the holder presents a substantial probability of serious danger to the health, safety or welfare of any resident of this state or client of the licensee.

2. Any action shall be commenced either in the county in which such conduct occurred or in the county in which the defendant resides.

3. Any action brought pursuant to this section shall be in addition to and not in lieu of any penalty provided by this chapter and may be brought concurrently with other actions to enforce this chapter.

(L. 2001 H.B. 567)

Attorney general or other legal counsel to represent board incertain proceedings.

326.304. At all proceedings for the enforcement of these or any other provisions of this chapter, the board shall, in its discretion as it deems necessary, select the attorney general or one of his or her designated assistants, or other legal counsel to appear and represent the board at each stage of the proceeding or trial until its conclusion.

(L. 2001 H.B. 567)

Use of certain titles, prima facie evidence that persons holdthemselves out as accountants.

326.307. The display or uttering by a person of a card, sign, advertisement or other printed, engraved or written instrument or device, printed or through electronic media, bearing a person's name in conjunction with the words "certified public accountant" or any abbreviation thereof, or "public accountant" or any abbreviation thereof, shall be prima facie evidence in any action brought pursuant to section 326.298 that the person whose name is so displayed caused or procured the display or uttering of such card, sign, advertisement or other printed, engraved or written instrument or device and that such person is holding himself or herself out to be a certified public accountant or a public accountant holding a license pursuant to section 326.280. In any such action evidence of the commission of a single act prohibited by this chapter shall be sufficient to justify an injunction or a conviction without evidence of a general course of conduct.

(L. 2001 H.B. 567)

Refusal to issue license or permit, grounds for refusal--complaintfiled with administrative hearing commission, when,procedure--disciplinary actions authorized by board.

326.310. 1. The board may refuse to issue any license or permit required pursuant to this chapter for one or any combination of causes stated in subsection 2 of this section. The board shall notify the applicant in writing of the reasons for the refusal and shall advise the applicant of the applicant's right to file a complaint with the administrative hearing commission as provided by chapter 621.

2. The board may file a complaint with the administrative hearing commission as provided by chapter 621 or may initiate settlement procedures as provided by section 621.045 against any certified public accountant or permit holder required by this chapter or any person who fails to renew or surrenders the person's certificate, license or permit for any one or any combination of the following causes:

(1) Use of any controlled substance, as defined in chapter 195, or alcoholic beverage to an extent that the use impairs a person's ability to perform the work of any profession licensed or regulated by this chapter;

(2) The person has been finally adjudicated and found guilty, or entered a plea of guilty or nolo contendere, in a criminal prosecution under the laws of any state or of the United States, for any offense reasonably related to the qualifications, functions or duties of any profession licensed or regulated pursuant to this chapter, for any offense an essential element of which is fraud, dishonesty or an act of violence, or for any offense involving moral turpitude, whether or not sentence is imposed;

(3) Use of fraud, deception, misrepresentation or bribery in securing any certificate, permit or license issued pursuant to this chapter or in obtaining permission to take any examination given or required pursuant to this chapter;

(4) Obtaining or attempting to obtain any fee, charge, tuition or other compensation by fraud, deception or misrepresentation;

(5) Incompetency, misconduct, gross negligence, fraud, misrepresentation or dishonesty in the performance of the functions or duties of any profession licensed or regulated by this chapter;

(6) Violation of, or assisting or enabling any person to violate, any provision of this chapter or any lawful rule or regulation adopted pursuant to this chapter;

(7) Impersonation of any person holding a certificate or permit or allowing any person to use his or her certificate or permit or diploma from any school;

(8) Revocation, suspension, restriction, modification, limitation, reprimand, warning, censure, probation or other final disciplinary action against the holder of or applicant for a license or other right to practice any profession regulated by this chapter by another state, territory, federal agency or country, whether voluntarily agreed to by the certified public accountant or applicant, including but not limited to the denial of licensure, surrender of a license, allowing a license to expire or lapse, or discontinuing or limiting the practice of accounting while subject to an investigation or while actually under investigation by any licensing authority, branch of the Armed Forces of the United States of America, court, agency of the state or federal government, or employer;

(9) A person is finally adjudged insane or incompetent by a court of competent jurisdiction;

(10) Assisting or enabling any person to practice or offer to practice accountancy pursuant to this chapter who is not eligible to practice pursuant to this chapter;

(11) Issuance of a certificate or permit based upon a material mistake of fact;

(12) Failure to display a valid certificate or permit required by this chapter or any rule promulgated pursuant to this chapter;

(13) Violation of any professional trust or confidence;

(14) Use of any advertisement or solicitation which is false, misleading or deceptive to the general public or persons to whom the advertisement or solicitation is primarily directed;

(15) Violation of professional standards or rules of professional conduct applicable to the accountancy profession as promulgated by the board;

(16) Failure to comply with any final order of a court of competent jurisdiction enforcing a subpoena or subpoena duces tecum from the board;

(17) Failure to comply with any final order of the board;

(18) Failure to maintain documentation evidencing compliance with the board's continuing professional education requirements;

(19) Failure, on the part of a holder of a certificate, license or permit pursuant to section 326.280 or 326.289, to maintain compliance with the requirements for issuance or renewal of such certificate, license, permit or provisional license or to report changes to the board pursuant to sections 326.280 to 326.289;

(20) Making any false or misleading statement or verification in support of an application for a certificate, license or permit filed by another.

3. Proceedings pursuant to this section shall be conducted in accordance with the provisions of chapter 621. Upon a finding that the grounds provided in subsection 2 of this section for disciplinary action are met, the board may, singly or in combination, assess an administrative penalty not to exceed two thousand dollars per violation, censure or place on probation on such terms and conditions as the board deems appropriate for a period not to exceed five years, or may suspend for a period not to exceed three years or revoke the certificate, license or permit. In any order of revocation, the board may provide that the person shall not apply for a new license for a maximum of three years and one day following the date of the order of revocation. All stay orders shall toll this time period. In lieu of or in addition to any remedy specifically provided in subsection 1 of this section, the board may require of a licensee:

(1) A peer review conducted as the board may specify; or

(2) Satisfactory completion of continuing professional education programs as the board may specify; or

(3) A peer review conducted as the board may specify and satisfactory completion of continuing professional education programs as the board may specify.

(L. 2001 H.B. 567)

Revocation of permit, when.

326.313. After notice and hearings as provided in chapter 621, the board may revoke the permit of a CPA firm if it does not have all the qualifications prescribed by section 326.289; or may revoke, suspend or censure the permit holder for any of the causes enumerated in section 326.310.

(L. 2001 H.B. 567)

Issuance of new license after revocation, when.

326.316. Upon application in writing and after hearing pursuant to notice, the board may issue a new license to a licensee whose license has been revoked, or may reissue or modify the suspension of any permit to practice public accounting which has been revoked or suspended.

(L. 2001 H.B. 567)

Division to collect moneys--fund created--costs paid by respondentin proceedings, when--fees set by board.

326.319. 1. All moneys payable pursuant to the provisions of this chapter shall be collected by the division of professional registration who shall transmit them to the department of revenue for deposit in the state treasury to the credit of a fund to be known as the "State Board of Accountancy Fund" which is hereby created.

2. Notwithstanding the provisions of section 33.080 to the contrary, money in the fund shall not be transferred and placed to the credit of general revenue until the amount in the fund at the end of the biennium exceeds two times the amount of the appropriation from the board's funds for the preceding fiscal year or, if the board requires by rule certificate or permit renewal less frequently than yearly, then three times the appropriation from the board's funds for the preceding fiscal year. The amount, if any, in the fund which shall lapse is that amount in the fund which exceeds the appropriate multiple of the appropriations from the board's funds for the preceding fiscal year.

3. In any proceeding in which a remedy provided by subsection 1 or 2 of section 326.310 is imposed, the board may also require the respondent licensee to pay the costs of the proceeding if the board is a prevailing party or in settlement. The moneys shall be placed in the state treasury to the credit of the "Missouri State Board of Accountancy Investigation Fund", which is hereby created, to be used solely for investigations as provided in this chapter. The moneys shall not be considered in calculating amounts to be transferred to general revenue as provided in subsection 2 of this section. The fund shall be used solely for board investigations.

4. The board shall set the amount of the fees which this chapter authorizes and requires by rule pursuant to chapter 536. The fees shall be set at a level to produce revenue which shall not substantially exceed the cost and expense of administering this chapter.

(L. 2001 H.B. 567)

Client confidentiality rules.

326.322. 1. Except by permission of the client for whom a licensee performs services or the heirs, successors or personal representatives of such client, a licensee pursuant to this chapter shall not voluntarily disclose information communicated to the licensee by the client relating to and in connection with services rendered to the client by the licensee. The information shall be privileged and confidential, provided, however, that nothing herein shall be construed as prohibiting the disclosure of information required to be disclosed by the standards of the public accounting profession in reporting on the examination of financial statements or as prohibiting disclosures in investigations, in ethical investigations conducted by private professional organizations, or in the course of peer reviews, or to other persons active in the organization performing services for that client on a need-to-know basis or to persons in the entity who need this information for the sole purpose of assuring quality control.

2. A licensee shall not be examined by judicial process or proceedings without the consent of the licensee's client as to any communication made by the client to the licensee in person or through the media of books of account and financial records, or the licensee's advice, reports or working papers given or made thereon in the course of professional employment, nor shall a secretary, stenographer, clerk or assistant of a licensee, or a public accountant, be examined, without the consent of the client concerned, regarding any fact the knowledge of which he or she has acquired in his or her capacity as a licensee. This privilege shall exist in all cases except when material to the defense of an action against a licensee.

(L. 2001 H.B. 567)

Work product, property of licensee--consent of client necessaryfor disclosure.

326.325. 1. Subject to the provisions of section 326.322, all statements, records, schedules, working papers and memoranda made by a licensee or a partner, shareholder, officer, director, member, manager or employee of a licensee, incident to, or in the course of, rendering services to a client while a licensee, except the reports submitted by the licensee to the client and except for records that are part of the client's records, shall be and remain the property of the licensee in the absence of an express agreement between the licensee and the client to the contrary. No statement, record, schedule, working paper or memorandum shall be sold, transferred or bequeathed without the consent of the client or the client's personal representative or assignee to anyone other than one or more surviving partners, stockholders, members or new partners, new stockholders or new members of the licensee, or any combined or merged firm or successor in interest to the licensee. Nothing in this section should be construed as prohibiting any temporary transfer of workpapers or other material necessary in the course of carrying out peer reviews or as otherwise interfering with the disclosure of information pursuant to section 326.322.

2. A licensee shall furnish to a client or former client, upon request and reasonable notice:

(1) A copy of the licensee's working papers to the extent that the working papers include records that would ordinarily constitute part of the client's records and are not otherwise available to the client; and

(2) Any accounting or other records belonging to, or obtained from or on behalf of, the client that the licensee removed from the client's premises or received for the client's account. The licensee may make and retain copies of such documents of the client when they form the basis for work done by the licensee.

3. Nothing in this section shall require a licensee to keep any paperwork beyond the period prescribed in any other applicable statute, nor shall it prohibit a licensee from charging a reasonable fee for furnishing the requested materials.

4. Notwithstanding the provisions of this chapter to the contrary, documents otherwise subject to lawful discovery in a court proceeding pursuant to the Missouri rules of civil procedure prior to August 28, 2001, shall remain subject to such lawful discovery.

(L. 2001 H.B. 567)

Secretary of state to act as applicant's agent, when.

326.328. Application by a person or a firm not a resident of this state shall constitute and authorize appointment of the Missouri secretary of state as the applicant's agent upon whom process may be served in any action or proceeding against the applicant arising out of any transaction or operation connected with or incidental to services performed within this state.

(L. 2001 H.B. 567)

Severability clause.

326.331. If any provisions of sections 326.250 to 326.331 or the application thereof to anyone or to any circumstances is held invalid, the remainder of those sections and the application of the invalid provision to others or other circumstances shall not be affected.

(L. 2001 H.B. 567)


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