Third Session, 47th

General Assembly

63 Elizabeth II,

BILL 27

AN ACT RESPECTING CHARTERED

PROFESSIONAL ACCOUNTANTS AND PUBLIC ACCOUNTANTS

Received

and Read the First Time ................................................................

Second

Reading ............................................................................................

Committee .....................................................................................................

Third

Reading ...............................................................................................

Royal

Assent .................................................................................................

HONOURABLE TONY

CORNECT

Minister of Service

Newfoundland and Labrador

Ordered to be printed by

the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would enact the Chartered Professional Accountants and

Public Accountants Act and repeal the Certified

General Accountants Act, 2008 , Certified

Management Accountants Act , Chartered

Accountants Act, 2008 and Public Accountants

Act .

The Bill would

merge the professions of certified

general accountant, certified management accountant and chartered accountant into

the profession of chartered professional accountant;

retain the public accountant

designation; and

provide for the governance,

membership and discipline of chartered professional accountants and public

accountants.

A BILL

AN ACT RESPECTING CHARTERED PROFESSIONAL

ACCOUNTANTS

AND PUBLIC ACCOUNTANTS

Analysis

Short title

Definitions

Association established

Board

Appointment by minister

Meetings

Fees

By-laws

Annual report

Membership

Register

Accounting designations

Restrictions on using accounting

designations

Certain other accounting designations

Date, expiry and renewal

Definitions

Professional corporation

Corporate register

Annual certificates and licences for

professional corporations

Use of "Chartered Professional

Accountants"

Use of other designations

Revocation of certificates and licences

of professional corporations

Effect of incorporation

Liability of member

Misconduct of a professional corporation

Limited liability partnership

Definitions

Complaints and disciplinary panel

Allegation

Effect of filing allegation

Complaints authorization committee

Adjudication tribunal

Hearing

Copies of books, etc. as evidence

Guilty plea by respondent

Powers of adjudication tribunal

Filing and publication of decisions

De-registration and suspension

Failure to comply

Re-hearing

Costs of the association

Collection of fine

Appeal to Trial Division

Action prohibited

Application of sections to professional

corporation

Regulations

Offence

Offence - public accountant

Transitional - assets and liabilities

Transitional - board

Transitional - licences and certificates

Transitional - designations

Transitional - complaints and discipline

Transitional - orders and decisions

Transitional - candidates

RSNL1990 cC-15 Amdt.

RSNL1990 cC-16 Amdt.

SNL2009 cC-29.1 Amdt.

SNL2009 cC-37.2 Amdt.

SNL1992 cE-3.1 Amdt.

SNL2007 cH-10.1 Amdt.

SNL1999 cM-24 Amdt.

SNL2006 cP-12.01 Amdt.

SNL2012 cR-8.1 Amdt.

SNL1997 cS-12.2 Amdt.

CNLR 750/96 Amdt.

NLR 26/01 Amdt.

NLR 32/00 Amdt.

NLR 57/08 Amdt.

NLR 69/03 Amdt.

NLR 99/00 Amdt.

CNLR 994/96 Amdt.

NLR 71/03 Amdt.

CNLR 805/96 Amdt.

Repeal

Commencement

Be it enacted by the Lieutenant-Governor and

House of Assembly in Legislative Session convened, as follows:

Short title

1. This

Act may be cited as the Chartered Professional

Accountants and Public Accountants Act.

Definitions

2. In

this Act

(a) "association" means the Association

of Chartered Professional Accountants of Newfoundland and Labrador

established under

section 3;

(b) "board" means the board referred to

section 4;

(c) "certificate" means a certificate to

practise as a chartered professional accountant issued under this Act unless

the context requires otherwise;

(d) "licence" means a licence to

practise as a public accountant issued under this Act;

(e) "minister" means the minister

appointed under the Executive Council Act

to administer this Act;

(f) "public accountant" means a person

who, either alone or in partnership or through a corporation to which sections 16

to 25 apply, engages in public practice involving

(

i) the performance of services which include the

auditing of accounts and the preparing, signing, delivering or issuing, of a

financial, accounting or related statement, and

(ii) issuing a written opinion, certificate, report

or statement of the public accountant as to the correctness, fairness,

completeness or reasonableness, or otherwise of a financial, accounting or

related statement where, because of the circumstances, or of the signature,

stationery or wording employed it is indicated that the person or partnership

or corporation acts or purports to act in relation to the opinion, certificate,

report or statement as an independent accountant or auditor, or as a person or

partnership or corporation having or purporting to have expert knowledge in

accounting or auditing matters, to the intent that the opinion, certificate,

report or statement of the public accountant shall add to or detract from the

credibility or acceptability of the financial, accounting or related statement

in respect of which it is made,

but does not include a person who engages

only in bookkeeping or cost accounting or in the installation of bookkeeping,

business or cost systems or who performs accounting or auditing functions

exclusively in respect of a public authority or a commission, committee or

emanation of one, including a Crown corporation; and

(g) "registrar" means the person appointed

under subsection 11(1).

Association established

(1) The

Association of Chartered Professional Accountants of Newfoundland

and Labrador is established as a corporation

without share capital for the purposes of

Part XXI of the Corporations Act .

(2) A person who is certified under this Act is a member

of the association.

(3) The objects of the association are

(

a) to promote and increase the knowledge, skill,

and proficiency of chartered professional accountants and public accountants;

(

b) to protect the integrity of the profession;

and

(

c) to serve and protect the public interest in

all matters relating to the conduct of chartered professional accountants and public

accountants.

(4) Notwithstanding its incorporation under this

Act, the association shall be governed by the Corporations Act for all purposes, including a change of name of the

association.

Board

(1) The

association shall be governed by a board of directors and the board may

exercise the powers of the association in the name and on behalf of the

association.

(2) The board shall consist of

(a) 12 members elected from and by members of the

association in accordance with the by-laws where

(

i) at least 2 of those members are licensed under

section 10 as public accountants, and

(ii) at least 2 of those members are not licensed

under

section 10 as public accountants; and

(b) 4 persons appointed under

section 5.

(3) The board shall elect

(

a) one of its members as the chairperson;

(

b) one or more of its members as vice-chairpersons;

and

(

c) either

(

i) one of its members as a secretary-treasurer,

(ii) one of its members as a secretary and another

of its members as a treasurer.

(4) A member may be elected to the board for a

term set by the by-laws which shall not exceed 3 years and is eligible to be

re-elected, but shall not serve as a member for more than 9 consecutive years.

(5) Where a person elected to the board under subsection

(2) holds office for a period of 9 consecutive years, the person is not eligible

for election as a member of the board until the expiration of 12 months from

the end of the year in which he or she was last a member of the board.

(6) An elected member of the board may resign his

or her office by written notice to the board.

(7) Where an elected member of the board resigns,

dies, becomes incapable of performing his or her duties, is terminated or is removed

from his or her office, the remaining members shall appoint a replacement to

serve until the expiry of the term of that elected member.

(8) Where the term of office of an elected member

of the board expires and a successor has not been elected, the member may continue

to hold office until a successor is elected but time served by that member

under this subsection shall not be counted for the purpose of subsection (5).

(9) Elected members of the board shall serve

without payment for their services, but their travel and other expenses associated

with their duties as members may be paid by the association, in accordance with

the by-laws.

Appointment by

minister

(1) The

minister shall appoint as members of the board 4 persons who are not members of

the association or persons currently or formerly certified, licensed or

registered as accountants in the province or another jurisdiction who are

suitable to represent the public interest.

(2) A person appointed under subsection (1) holds

office for a term of up to 3 years and is eligible to be re-appointed.

(3) Where a person appointed to the board under

subsection (1) holds office for a period of 9 consecutive years the person is

not eligible for appointment as a member of the board until the expiration of

12 months from the end of the year in which he or she was last a member of the

board.

(4) Where the term of a person appointed under subsection

(1) expires, he or she continues to be a member of the board until re-appointed

or replaced but time served by the member under this subsection shall not be

counted for the purpose of subsection (3).

(5) The association shall pay the expenses of a

person appointed under subsection (1) in accordance with guidelines established

by the Lieutenant-Governor in Council.

(6) A person appointed under subsection (1) may

resign his or her appointment by written notice to the minister and shall

provide a copy to the chairperson of the board.

(7) A person appointed under subsection (1) may be

removed from office by the minister before the expiration of his or her term of

office and no compensation shall be paid to him or her other than an amount

owing under subsection (5).

Meetings

(1) A

quorum of the board shall be 50% plus one member, one of whom is a person appointed

under subsection 5(1).

(2) Except where prohibited in the by-laws, a member

of the board may, where a majority of the members consent, participate in a

meeting of the board by means of the telephone or other telecommunication

device that permits all members participating in the meeting to communicate

with each other.

(3) Where a quorum under subsection (1) exists, a

majority of that number is sufficient to make a decision, and in the event of a

tie the chairperson of the meeting shall cast the deciding vote.

(4) In the absence of the chairperson, a vice-chairperson

shall chair the meeting and in the absence of all vice-chairpersons, the members

of the board in attendance at a meeting may appoint another member to chair

that meeting.

(5) The association shall hold an annual general

meeting, to which all members of the association shall be invited.

(6) At the annual general meeting the association

shall appoint an auditor to audit the accounts of the association and report on

the financial statements prepared by the association.

(7) Twenty-five or more members of the association

may request the board call a special general meeting of the association for the

purpose of dealing with a matter in the general interest of the association.

(8) Where a request is made for a special general

meeting under subsection (7), the board shall call the meeting and shall, at

least 10 days before the day on which the meeting is to be held, provide each member

of the association with a notice of the meeting and the subject to be dealt

with at the meeting.

(9) The board may in its by-laws provide for

voting at a meeting of the board or the association or in an election of members

by mail or electronic means.

Fees

(1) In

prescribing the fees payable under this Act, the board shall, so far as it is

practicable, ensure that the amount of fees is sufficient to enable the

association to discharge its duties under this Act.

(2) All money received by the association shall be

applied by it to its duties under this Act.

By-laws

(1) The

board may make by-laws not inconsistent with this Act respecting

(

a) the holding and procedure of its and the

association's meetings;

(

b) the appointment of committees of the members

of the board comprising representatives of elected and appointed members and

the duties and responsibilities of those committees and the delegation of all

or some of the board's powers to them;

(

c) the election of members of the board under paragraph

4(2)(

a) and setting the terms of office;

(

d) the payment of travel and other expenses of

elected members of the board;

(

e) the employment and remuneration of staff and

consultants of the association;

(

f) rules of professional conduct which shall

include

(

i) a definition of "professional misconduct"

and "conduct unbecoming" for the purposes of sections 27 to 45,

(ii) provisions respecting conflict of interest,

(iii) rules respecting standards of conduct

affecting the public interest including rules respecting advertising and

promotion,

(iv) rules respecting relations between members of the

association,

(

v) rules respecting organization and conduct of a

professional practice, and

(vi) other matters relating to professional conduct;

(

g) the remuneration and payment of travel

expenses of members of adjudication tribunals;

(

h) the participation of members of the association

at a meeting of the association or the board by telephone or other telecommunications

device under

section 6;

(

i) voting by members of the association by mail

or electronic means; and

(

j) generally, respecting the carrying out of its

objects.

(2) A by-law may be made, amended or repealed at a

meeting of the board provided that 30 days notice, in writing, of the making,

amendment or repeal of the by-law and of the meeting are given to members of the

board.

(3) The board shall have the by-laws available for

inspection by the public on reasonable notice and at reasonable hours.

Annual report

(1) The

board shall prepare and submit to the minister not later than 6 months after

the end of its financial year

(

a) a report on the activities of the association

in the previous year; and

(

b) the association's audited financial statements

for the previous financial year.

(2) The minister shall table a copy of the annual

report and the audited financial statement in the House of Assembly within 15

days of receiving it if the House of Assembly is sitting and if the House of Assembly

is not sitting within 15 days after it next begins to sit.

(3) Where the board fails to comply with subsection

(1), the association is guilty of an offence and on

summary conviction may be

fined $1,000.

Membership

(1) A

person is entitled to be certified as a chartered professional accountant by

the association where that person

(

a) pays the fee set by the board; and

(

b) either

(

i) has passed the prescribed examinations and has

met the additional requirements that may be prescribed by the board, or

(ii) is a member of an incorporated association or

body of accountants having similar objects and purposes, whose membership in

the association or body is secured by examination, under the conditions that the

board considers appropriate, and who has complied with the other conditions of membership

that are set by the board.

(2) A person is entitled to be licensed as a public

accountant by the association where that person

(

a) pays the fee set by the board;

(

b) is a member in good standing of the

association; and

(

c) has met the requirements that may be prescribed

by the board.

(3) The association may enter into a reciprocal

agreement with a board, association or other body having responsibility for the

certification, licensing or registration of chartered professional accountants

or public accountants in another jurisdiction for the registration of persons

as chartered professional accountants or public accountants from that

jurisdiction in the register referred to in subsection 11(4).

(4) While an agreement referred to in subsection

(3) is in force, a person seeking to be certified or licensed under this

section who

is certified, licensed or registered in the jurisdiction with which the agreement

is in force shall not be required to pass an examination required under subparagraph

(1)(b)(i).

(5) As a condition of receiving a certificate or a

licence, a person shall provide proof that he or she has obtained professional

liability insurance coverage in a form and amount satisfactory to the board.

(6) Subsection (5) does not apply to a person who

does not provide services as a chartered professional accountant directly to

the public.

(7) A member may not resign from the association

unless his or her resignation is submitted to and approved by the board.

(8) Where the resignation of a member is approved,

the member's name shall be struck off the register referred to in subsection 11(4)

by entering a memorandum of his or her resignation on the register.

Register

(1) The

board shall appoint a person as the registrar of the association.

(2) The registrar is not, by virtue of the office,

a member of the board where he or she is appointed from outside the board.

(3) The board may pay the registrar for performing

his or her duties under this Act, in accordance with the by-laws.

(4) The registrar shall maintain

(

a) a register in which shall be entered the names

of all persons who are certified as a chartered professional accountant under

section

10; and

(

b) a register in which shall be entered the names

of all persons who are licensed as a public accountant under

section 10.

(5) The registers referred to in subsection (4) shall

be open to inspection by a member of the public during normal business hours at

the office of the board.

Accounting designations

(1) A

person who is certified as a chartered professional accountant under

section 10

is entitled to take or use the designation "Chartered Professional Accountant"

either alone or in combination with other words or the initials

"CPA".

(2) A person who is licensed as a public

accountant under

section 10 is entitled to take or use the designation "Licensed

Public Accountant" either alone or in combination with other words or the

initials "LPA".

Restrictions on

using accounting designations

(1) Only

a person who is certified as a chartered professional accountant under

section

10 is entitled to take or use the designation "Chartered Professional

Accountant" or the initials "CPA" in upper or lower case, or an

equivalent in another language, either alone or in combination with other

words, or a name, title, initials, or description, implying or calculated to

imply that the person is a chartered professional accountant.

(2) Only a person who is licensed as a public

accountant under

section 10 is entitled to take or use the designation "Licensed

Public Accountant" or the initials "LPA" in upper or lower case,

or an equivalent in another language, either alone or in combination with other

words, or a name, title, initials, or description, implying or calculated to

imply that the person is a public accountant.

Certain other accounting

designations

(1) Upon

being authorized to do so by the board in accordance with the regulations made

under

section 46, a person certified as a chartered professional accountant

under

section 10 may take or use the designation "Fellow of the Chartered

Professional Accountants" or "Associate of the Chartered Professional

Accountants" or the initials "FCPA" or "ACPA", either

alone or in combination with any other words or initials.

(2) Upon the coming into force of this section, a

person shall not take or use, unless otherwise permitted under this Act, the

following designations in upper or lower case, or an equivalent in another language,

either alone or in combination with other words, or a name, title, initials, or

description, implying or calculated to imply that the person is a certified general

accountant, certified management accountant, chartered accountant, registered

industrial accountant, public accountant or certified public accountant:

(

a) Certified General Accountant or the initials

"CGA";

(

b) Certified Management Accountant or the

initials "CMA";

(

c) Chartered Accountant or the initials

"CA";

(

d) Fellow of the Certified General Accountants or

the initials "FCGA";

(

e) Fellow of the Certified Management Accountants

or the initials "FCMA";

(

f) Fellow of the Chartered Accountants or the

initials "FCA";

(

g) Associate of the Chartered Accountants or the

initials "ACA";

(

h) Registered Industrial Accountant or the

initials "RIA";

(

i) Public Accountant; or

(

j) Certified Public Accountant.

(3) Notwithstanding paragraph (2)(a), a person who

was certified and registered as a certified general accountant under the Certified General Accountants Act, 2008

immediately before the coming into force of this Act may continue to use the

designation "Certified General Accountant" or the initials

"CGA" together with the designation "Chartered Professional

Accountant" or the initials "CPA" as long as that person is

certified as a chartered professional accountant under this Act.

(4) Notwithstanding paragraph (2)(b), a person who

was certified and registered as a certified management accountant under the Certified Management Accountants Act

immediately before the coming into force of this Act may continue to use the

designation "Certified Management Accountant" or the initials

"CMA" together with the designation "Chartered Professional

Accountant" or the initials "CPA" as long as that person is

certified as a chartered professional accountant under this Act.

(5) Notwithstanding paragraph (2)(c), a person who

was certified and registered as a chartered accountant under the Chartered Accountants Act, 2008

immediately before the coming into force of this Act may continue to use the

designation "Chartered Accountant" or the initials "CA"

together with the designation "Chartered Professional Accountant" or

the initials "CPA" as long as that person is certified as a chartered

professional accountant under this Act.

(6) Notwithstanding paragraph (2)(d), a person who

was authorized to take or use the designation "Fellow of the Certified

General Accountants" under the Certified

General Accountants Act, 2008 immediately before the coming into force of

this Act may continue to use the designation "Fellow of the Certified

General Accountants" or the initials "FCGA" together with the

designation "Fellow of the Chartered Professional Accountants" or the

initials "FCPA" as long as that person is certified as a chartered

professional accountant under this Act.

(7) Notwithstanding paragraph (2)(e), a person who

was authorized to take or use the designation "Fellow of the Certified

Management Accountants" under the Certified

Management Accountants Act immediately before the coming into force of this

Act may continue to use the designation "Fellow of the Certified

Management Accountants" or the initials "FCMA" together with the

designation "Fellow of the Chartered Professional Accountants" or the

initials "FCPA" as long as that person is certified as a chartered

professional accountant under this Act.

(8) Notwithstanding paragraph (2)(f), a person who

was authorized to take or use the designation "Fellow of the Chartered

Accountants" under the Chartered

Accountants Act, 2008 immediately before the coming into force of this Act

may continue to use the designation "Fellow of the Chartered

Accountants" or the initials "FCA" together with the designation

"Fellow of the Chartered Professional Accountants" or the initials

"FCPA" as long as that person is certified as a chartered

professional accountant under this Act.

(9) Notwithstanding paragraph (2)(g), a person who

was authorized to take or use the designation "Associate of the Chartered

Accountants" under the Chartered

Accountants Act, 2008 immediately before the coming into force of this Act

may continue to use the designation "Associate of the Chartered Accountants"

or the initials "ACA" together with the designation "Associate

of the Chartered Professional Accountants" or the initials

"ACPA" as long as that person is certified as a chartered

professional accountant under this Act.

(10) Where a person uses more than one designation

or initials as permitted under subsections (3) to (5), the designation

"Chartered Professional Accountant" or the initials "CPA"

shall be listed before another designation mentioned in those subsections.

(11) Where a person uses more than one designation

or initials as permitted under subsections (6) to (8), the designation

"Fellow of the Chartered Professional Accountants" or the initials

"FCPA" shall be listed before another designation mentioned in those

subsections.

(12) Where a person uses more than one designation

or initials as permitted under subsection (9), the designation "Associate

of the Chartered Professional Accountants" or the initials

"ACPA" shall be listed before the other designation mentioned in that

subsection.

Date, expiry and

renewal

(1) A

certificate issued under this Act shall state the date on which it is issued.

(2) A licence issued or renewed under this Act shall

state the date on which it is issued or renewed and shall be valid for a period

of not more than one year.

(3) A licence issued or renewed under this Act expires

on the date set out on the licence.

(4) A person who holds a licence issued under this

Act who wishes to have the licence renewed shall apply to the board and shall

pay the prescribed fee.

(5) A person who holds a licence who has applied

to the board under this

section shall be entitled to have the licence renewed,

but nothing in this subsection prejudices or affects the right of the board to

revoke a licence under this Act.

Definitions

16. In

sections 17 to 25

(a) "non-voting share" means an issued

share of a professional corporation that is not a voting share; and

(b) "voting share" means an issued share

of a professional corporation with the right to vote at a meeting of shareholders

attached to it.

Professional corporation

(1) One

or more members of the association may incorporate a corporation to provide the

services of a chartered professional accountant.

(2) One or more members of the association who are

all licensed as public accountants may incorporate a corporation to provide the

services of a public accountant.

(3) The corporation shall be incorporated under

the Corporations Act .

(4) The name of the corporation shall meet the requirements

of subsection 17(1) of the Corporations

Act .

(5) The corporation shall not provide the services

of a chartered professional accountant unless it is registered under

section 18

and holds a certificate to do so under

section 19.

(6) The corporation shall not provide the services

of a public accountant unless it is registered under

section 18 and holds a licence

to do so under

section 19.

Corporate

register

(1) The

registrar shall maintain

(

a) a register in which shall be entered the names

of those corporations that hold a certificate to provide the services of a

chartered professional accountant issued under

section 19; and

(

b) a register in which shall be entered the names

of those corporations that hold a licence to provide the services of a public accountant

issued under

section 19.

(2) The board shall direct the registrar to

register a professional corporation that establishes that

(

a) the non-voting shares are owned by a natural

person;

(

b) where the corporation is incorporated to

provide the services of a chartered professional accountant,

(

i) all the voting shares of the corporation are

beneficially owned by and registered in the name of one or more members of the

association and there is no restriction on the right of each member to exercise

his or her vote as he or she wishes to,

(ii) all the directors of the corporation are

members of the association and there is no agreement restricting the powers of

the directors to manage the business and affairs of the corporation in relation

to the provision of services of chartered professional accountants,

(iii) all of the persons who will be providing the

services of chartered professional accountants as employees of or on behalf of

the corporation are members of the association, and

(iv) the articles of the corporation restrict it to

providing the services of a chartered professional accountant and related matters;

(

c) where the corporation is incorporated to

provide the services of a public accountant,

(

i) the corporation holds a certificate issued

under

section 19,

(ii) all the voting shares of the corporation are

beneficially owned by and registered in the name of one or more members of the

association who are licensed as public accountants under

section 10 and there

is no restriction on the right of each member to exercise his or her vote as he

or she wishes to,

(iii) all the directors of the corporation are members

of the association who are licensed as public accountants under

section 10 and

there is no agreement restricting the powers of the directors to manage the

business and affairs of the corporation in relation to the provision of

services of public accountants,

(iv) all of the persons who will be providing the

services of public accountants as employees of or on behalf of the corporation

are members of the association who are licensed as a public accountant under

section

10, and

(

v) the articles of the corporation restrict it to

providing the services of a public accountant and related matters;

(

d) the corporation is in good standing under the Corporations Act ; and

(

e) the corporation has complied with other requirements

for registration in the regulations made under

section 46.

(3) Subparagraphs (2)(b)(iv) and (2)(c)(

v) do not

prohibit a professional corporation from investing its own funds in real

property other than for development purposes, or in stocks, mutual funds, debt

obligations, insurance, term deposits, or similar investments.

(4) The registers referred to in subsection

(1) shall be open to inspection by a member of the public during normal business

hours at the office of the board.

(5) The association may enter into a reciprocal

agreement with a board, association or other body having responsibility for the

certification, licensing or registration of chartered professional accountants

or public accountants in another jurisdiction for the registration of corporations

from that jurisdiction in the register referred to in subsection (1).

(6) Notwithstanding subsection (2), the voting

shares of a professional corporation may be held for no longer than 180 days,

or a longer period where the registrar permits, by

(

a) an executor or administrator of the estate of

a deceased member of the association to discharge the duties of that position;

(

b) a trustee in bankruptcy to discharge his or

her duties as trustee in respect of the corporation or a member of the association.

Annual certificates

and licences for professional corporations

(1) A

professional corporation may apply for a certificate to provide the services of

a chartered professional accountant or a licence to provide the services of a public

accountant in the province and the board shall issue a certificate or a licence

to the corporation where

(

a) the professional corporation is registered under

section 18;

(

b) the application is accompanied by a fee set by

the board; and

(

c) the professional corporation continues to meet

the requirements for registration set out in

section 18 and other requirements

for being certified or licensed which may be set out in this Act and the regulations

made under

section 46.

(2) A corporation that holds a certificate or licence

issued under this

section is entitled to recover from a person, in a court of

the province having jurisdiction to order payment from the person, reasonable

charges for the provision of professional services by the corporation.

(3) Section 15 applies with any necessary changes to

licences issued to corporations under this section.

Use of "Chartered

Professional Accountants"

(1) A

corporation or firm, whether incorporated or not, shall not take or use as part

of its name the words "Chartered Professional Accountants" or another

word, name, title, initials, or description implying or calculated to imply

that its members are chartered professional accountants unless the corporation,

firm or association is registered under

section 18 and holds a certificate issued

under

section 19.

(2) A corporation or firm, whether incorporated or

not, shall not take or use as part of its name the words "Licensed Public

Accountants" or another word, name, title, initials, or description implying

or calculated to imply that its members are public accountants unless the

corporation, firm or association is registered under

section 18 and holds a licence

issued under

section 19.

Use of other designations

21. Upon

the coming into force of this section, a corporation or firm, whether

incorporated or not, shall not take or use, unless otherwise permitted under

this Act, the following designations in upper or lower case, or an equivalent

in another language, either alone or in combination with other words, or a

name, title, initials, or description, implying or calculated to imply that the

corporation is certified or licensed to provide the services of a certified

general accountant, certified management accountant, chartered accountant,

registered industrial accountant, public accountant or certified public accountant:

(

a) Certified General Accountants;

(

b) Certified Management Accountants;

(

c) Chartered Accountants;

(

d) Registered Industrial Accountants;

(

e) Public Accountants; or

(

f) Certified Public Accountants.

Revocation of certificates

and licences of professional corporations

22. A

certificate or licence issued under

section 19 may be revoked by the board where

(

a) the professional corporation ceases to meet a

requirement for registration under this Act;

(

b) the professional corporation contravenes this

Act or the regulations; or

(

c) a member is disciplined under sections 27 to 45

in respect of professional services performed by him or her as an employee of

or on behalf of the professional corporation.

Effect of incorporation

(1) A

member of the association who provides professional services to or through a

professional corporation is, notwithstanding his or her relationship to the

professional corporation or the relationship between the recipient of those

services and the professional corporation, subject to

(

a) the application of this Act as if he or she were

providing services as an individual member; and

(

b) the same duties and responsibilities in

connection with his or her dealings with recipients of the services of the

professional corporation as if he or she was providing services directly to

those recipients.

(2) The relationship between a professional corporation

and a person receiving services from or through the corporation is subject to

the laws relating to the confidential and ethical relationship between a member

of the association and his or her client.

(3) All rights and obligations pertaining to

communications made to, or information received by, members of the association apply

to the shareholders, directors, officers and employees of a professional corporation.

Liability of member

(1) Notwithstanding

a provision to the contrary in the Corporations

Act , a member of the association who provides services as a chartered

professional accountant or a public accountant through or on behalf of a

professional corporation is liable to a person in relation to those services to

the same extent and in the same manner as if the member provided those services

as an individual and that liability is not affected because of the member's

relationship to the professional corporation as a shareholder, director,

officer, employee or in another capacity.

(2) A member of the association is jointly and

individually liable with a professional corporation for all claims made against

the corporation in connection with the provision of services by the member.

(3) In this

section "member" includes a

person formerly certified or licensed under this Act or a predecessor Act as a certified

general accountant, a certified management accountant, a chartered accountant,

a chartered professional accountant, a public accountant or a registered industrial

accountant.

Misconduct of a

professional corporation

(1) A

member of the association is liable to be disciplined under sections 27 to 45 for

the actions or conduct of a professional corporation while the member was a

shareholder, director, officer or employee of the professional corporation.

(2) A member of the association shall not be

liable to discipline under subsection (1) where the member proves that he or

she did not know and could not reasonably have known about the relevant actions

or conduct of the professional corporation.

(3) A power of inspection, investigation or

inquiry that may be exercised in respect of a member under

section 31 may be

exercised in respect of a professional corporation or its records in connection

with an inquiry under subsection (1).

(4) A professional corporation is jointly and individually

liable with the member of the association for all fines and costs the member is

ordered to pay in connection with an inquiry under subsection (1).

(5) In this section, "member" includes a

corporation that formerly held a certificate or licence under this Act or a

predecessor Act to provide services as a certified general accountant, a certified

management accountant, a chartered accountant, a chartered professional accountant,

a public accountant or a registered industrial accountant.

Limited liability

partnership

26. As

required by

section 56 of the Partnership

Act , the following are eligible to apply to be registered under that Act as

a limited liability partnership:

(a) 2 or more persons who are all certified under

section

10 as chartered professional accountants; or

(b) 2 or more persons who are all licensed under

section

10 as public accountants.

Definitions

27. In

this

section and sections 28 to 45

(a) "allegation" means a written

document alleging that a person has engaged in conduct deserving of sanction;

(b) "complainant" means a person making

an allegation described in

section 29;

(c) "conduct deserving of sanction" includes

(

i) professional misconduct,

(ii) unprofessional conduct,

(iii) professional incompetence,

(iv) failure to maintain minimum standards of

practice,

(

v) conduct unbecoming a member of the association,

(vi) incapacity or unfitness of a member of the

association to practise as a chartered professional accountant or a public

accountant, and

(vii) acting in breach of this Act, the regulations

or the rules of professional conduct made under

section 8;

(d) "costs incurred by the association"

includes

(

i) out of pocket expenses incurred by or on

behalf of the association,

(ii) amounts paid by the association to

adjudication tribunal members as remuneration and for expenses, and

(iii) the actual cost of legal counsel for the

association and the adjudication tribunal;

(e) "disciplinary panel" means the panel

of persons appointed under

section 28 from which the members of an adjudication

tribunal are chosen; and

(f) "respondent" means a member or a

former member of the association, a person certified or licensed under a

predecessor Act, a corporation to which sections 16 to 25 apply, a former corporation,

a student or former student against whom an allegation is made.

Complaints and

disciplinary panel

(1) The

board shall appoint at least 3 of its members, at least one of whom is a member

appointed under

section 5, to constitute a complaints authorization committee.

(2) The registrar, where he or she is a member of

the board, is not eligible to be a member of the complaints authorization committee.

(3) The board shall appoint the chairperson and

vice-chairperson of the complaints authorization committee from the persons

appointed under subsection (1).

(4) The board shall appoint at least 10 members of

the association who are not members of the board, one of whom shall be appointed

to serve as chairperson, and the minister shall appoint at least 3 persons who

are not members of the association or persons currently or formerly certified, licensed

or registered as accountants in the province or another jurisdiction to represent

the public interest, who shall together constitute a disciplinary panel.

(5) At least one of the members of the association

appointed by the board under subsection (4) shall be licensed as a public

accountant under

section 10.

(6) Of the members first appointed to the disciplinary

panel, at least one half shall be appointed for a term of 2 years and the

remainder for a term of 3 years and all subsequent appointments of members to

the disciplinary panel shall be for a term of 3 years.

(7) Notwithstanding the expiry of his or her term,

a member of the disciplinary panel continues to be a member until he or she is

re-appointed or his or her replacement is appointed.

(8) Persons appointed to the disciplinary panel

may be re-appointed.

(9) Members of the disciplinary panel shall serve

on the panel without payment for their services, but may be remunerated for

service as a member of an adjudication tribunal and paid their travel and other

expenses associated with the work of that tribunal by the association, in accordance

with and at the rates set by the by-laws.

(10) The complaints authorization committee and an

adjudication tribunal appointed under sections 31 and 32 and a person appointed

by either of them may summon witnesses and require those witnesses to give

evidence, orally or in writing, upon oath or affirmation, and produce the

documents and things that either of them considers necessary to the full investigation

and hearing of an allegation or complaint and have the powers, privileges and

immunities that are conferred on a commissioner appointed under the Public Inquiries Act, 2006 .

Allegation

(1) An

allegation shall be in writing and signed by the complainant or his or her

solicitor, and filed with the registrar.

(2) The registrar or the board may on his or her

or its own motion make an allegation and file it, and the allegation has the

same effect as an allegation referred to in subsection (1).

(3) Where the registrar has been informed that a

respondent has been convicted of an offence under the provisions of the Criminal Code (Canada) or a similar

penal statute of another country or has been suspended by a governing body of chartered

professional accountants or another governing body of accountants in another

province or territory of Canada or another territory or country for reason of

professional misconduct, unprofessional conduct, professional incompetence or conduct

unbecoming a chartered professional accountant or public accountant, the

information shall be dealt with by the registrar as an allegation.

(4) For the purpose of subsection (3), a certified

copy of the record of a conviction or findings made or the action taken by an

external regulatory body constitutes proof, in the absence of evidence to the

contrary, of the conviction or findings made or the action taken by that body,

without proof of the signature of the convicting justice or person purporting

to have signed on behalf of that body.

Effect of filing

allegation

(1) Where

it appears to the registrar after notifying the respondent of the allegation

that the allegation may be resolved satisfactorily and where the complainant

and the respondent consent, the registrar may attempt to resolve the matter.

(2) Where the allegation is not satisfactorily

resolved by the registrar under subsection (1), he or she shall refer the allegation

to the complaints authorization committee.

(3) The registrar shall inform a complainant and a

respondent of the referral of the allegation to the complaints authorization

committee.

Complaints authorization

committee

(1) Where

an allegation has been submitted to the complaints authorization committee, the

committee may exercise one or more of the following powers:

(

a) refer the allegation back to the registrar for

an investigation or alternative dispute resolution in accordance with the regulations;

(

b) conduct an investigation itself or appoint a

person to conduct an investigation on its behalf;

(

c) conduct a practice review into the

respondent's practice or the conduct of a corporation to which sections 16 to 25

apply of which the respondent is a voting shareholder; and

(

d) require the respondent to appear before it.

(2) Where the complaints authorization committee

is of the opinion there are no reasonable grounds to believe the respondent has

engaged in conduct deserving of sanction, the committee shall dismiss the

allegation and give notice in writing of the dismissal to the complainant and

the respondent.

(3) Where the complaints authorization committee

is of the opinion that there are reasonable grounds to believe that a respondent

has engaged in conduct deserving of sanction, the allegation is considered to

constitute a complaint, and the committee may

(

a) counsel or caution the respondent;

(

b) instruct the registrar to file the complaint

against the respondent and refer it to the disciplinary panel; and

(

c) suspend or restrict either or both of the respondent's

certificate or licence issued under this Act.

(4) Where the complaints authorization committee

suspends a certificate or licence under subsection (3), the committee shall

give notice of the suspension to the public as required by the regulations.

(5) A person conducting an investigation under subsection

(1) may

(

a) require a respondent to

(

i) undergo an examination he or she considers

necessary and as arranged by the registrar, and

(ii) permit the registrar or a member of the

complaints authorization committee or a person appointed by the complaints

authorization committee to inspect and copy the records of the respondent and

other documents relating to the subject matter of the investigation; and

(

b) require another person to permit the registrar

or a member of the complaints authorization committee or another person

appointed by the complaints authorization committee to inspect and copy records

and other documents relating to the subject matter of the investigation held by

that person,

and the respondent or other person shall

comply.

(6) Where the registrar, a member of the

complaints authorization committee or a person appointed by the complaints authorization

committee requests that a respondent or another person provide information

under subsection (5), that information shall be provided within 7 days of

receipt of the request or a different period as specified in the request.

(7) An action for damages does not lie against a

member of the association or another person to whom a request is made solely

because he or she provides information requested of him or her under subsection

(5).

(8) A complainant whose allegation is dismissed by

the complaints authorization committee under subsection (2) may, within 30 days

after receiving notice of the dismissal, appeal the dismissal to the Trial

Division by filing a notice of appeal with the court.

(9) Subsections (5), (6) and (7) apply to the

Crown.

Adjudication tribunal

(1) For

the purpose of dealing with complaints referred to the disciplinary panel, the

chairperson of the disciplinary panel shall appoint from it an adjudication tribunal

consisting of 3 persons, of whom 2 shall be members of the association and one

shall be a person appointed by the minister under subsection 28(4).

(2) The chairperson of the disciplinary panel

shall appoint one of the members of the association on an adjudication tribunal

to be the chairperson.

(3) Where a complaint that is referred to an

adjudication tribunal involves an allegation against a respondent who is licensed

as a public accountant under

section 10, one of the members of the association appointed

to the adjudication tribunal shall be licensed as a public accountant under

section

Hearing

(1) Where

a complaint has been referred to the disciplinary panel under paragraph 31(3)(b),

an adjudication tribunal shall hear the complaint.

(2) The parties to a hearing are the board and the

respondent and a party may be represented by his or her counsel at a hearing.

(3) A hearing shall be conducted in public but an

adjudication tribunal may exclude the public from a hearing, or from part of

it, where it considers the desirability of protecting a party to the complaint

or a witness against the consequences of possible disclosure of personal matters

outweigh the desirability of holding the hearing in public.

Copies of books,

etc. as evidence

34. A

copy or extract of a book, record, document or thing certified by

(

a) a member of the complaints authorization committee;

(

b) a person authorized under subsection 31(5) to

conduct an investigation,

who made the copy or extract under subsection

31(5) is admissible in evidence in an action, proceeding or prosecution, in the

absence of evidence to the contrary, as evidence of the original book, record,

document or thing and its contents.

Guilty plea by

respondent

(1) Where

a respondent pleads guilty to one or more of the charges set out in a

complaint, the adjudication tribunal shall, without calling evidence or hearing

witnesses, unless the tribunal believes it is appropriate to do so, hear

submissions from the parties.

(2) Where a respondent pleads guilty, and

following submissions under subsection (1), the adjudication tribunal may

(

a) reprimand the respondent;

(

b) order that the respondent be suspended for a

fixed period that it considers appropriate, until conditions which it may

impose are fulfilled, or until further order of the adjudication tribunal;

(

c) allow or direct the respondent to surrender either

or both of his or her certificate or licence issued under this Act to the board

upon those conditions that may be considered appropriate and strike the respondents

name from the register;

(

d) impose a fine not to exceed $100,000 to be

paid to the association;

(

e) order that the respondent pay the costs or a

part of the costs incurred by the association in the investigation and hearing

of the complaint;

(

f) order that the registrar publish a

summary of the

decision including the information set out in subsection 37(4) and other

information that the tribunal may specify; and

(

g) order that the respondent comply with one or

more of the following:

(

i) make restitution to the complainant or other

person affected by the conduct of the respondent,

(ii) obtain medical treatment,

(iii) obtain counselling,

(iv) obtain substance abuse counselling or

treatment, until the respondent can demonstrate to the board or other body or

person designated by the adjudication tribunal that a condition related to

substance abuse rendering the respondent incapable or unfit to practise has

been overcome,

(

v) engage in continuing education programs,

(vi) complete a course of studies satisfactory to

the board or another body or person designated by the adjudication tribunal,

(vii) report on his or her compliance with an order

made under this

section and authorize others involved with his or her treatment

or supervision to report on it,

(viii) restrict his or her professional practice or

continue his or her practice under specified conditions,

(ix) permit periodic inspection of records relating

to his or her practice, or

(

x) impose other requirements that are just and

reasonable in the circumstances.

(3) The costs incurred by the association to

ensure the compliance of a respondent with an order or direction of an

adjudication tribunal under this

section shall be borne by the respondent.

Powers of adjudication

tribunal

(1) Upon

the hearing of a complaint, an adjudication tribunal shall decide whether or

not a respondent is guilty of conduct deserving of sanction.

(2) Where an adjudication tribunal decides that a

respondent is not guilty, it shall dismiss the complaint and may, where it

believes that the submission of the complaint to the tribunal for a hearing was

unreasonable,

(

a) order that those costs that the tribunal

considers appropriate be paid by the association to the respondent; and

(

b) make another order that it considers

appropriate.

(3) Where an adjudication tribunal decides that a

respondent is guilty, it may

(

a) reprimand the respondent;

(

b) order that the respondent be suspended for a

fixed period that it considers appropriate, until conditions which it may

impose are fulfilled, or until further order of the adjudication tribunal;

(

c) allow or direct the respondent to surrender either

or both of his or her certificate or licence issued under this Act to the board

upon those conditions that may be considered appropriate and strike the

respondents name from the register;

(

d) impose a fine not to exceed $100,000 to be

paid to the association;

(

e) order that the respondent pay the costs or a

part of the costs incurred by the association in the investigation and hearing

of the complaint;

(

f) order that the registrar publish a

summary of

the decision including the information set out in subsection 37(4) and other

information that the tribunal may specify; and

(

g) order that the respondent comply with one or more

of the following:

(

i) make restitution to the complainant or other

person affected by the conduct of the respondent,

(ii) obtain medical treatment,

(iii) obtain counselling,

(iv) obtain substance abuse counselling or

treatment, until the respondent can demonstrate to the board or other body or

person designated by the adjudication tribunal that a condition related to

substance abuse rendering the respondent incapable or unfit to practise has

been overcome,

(

v) engage in continuing education programs,

(vi) complete a course of studies to the satisfaction

of the board or other body or person designated by the adjudication tribunal,

(vii) report on his or her compliance with an order

made under this

section and authorize others involved with his or her treatment

or supervision to report on it,

(viii) restrict his or her professional practice or

continue his or her practice under specified conditions,

(ix) permit periodic inspection of records relating

to his or her practice, or

(

x) impose other requirements that are just and

reasonable in the circumstances.

(4) The costs incurred by the association to

ensure the compliance of a respondent with an order or direction of an

adjudication tribunal under this

section shall be borne by the respondent.

Filing and publication

of decisions

(1) An

adjudication tribunal shall file a decision or order made under subsection 35(2)

or 36(2) or (3) and its reasons with the registrar and provide a copy to the

complainant and the respondent and the respondent's employer.

(2) The registrar shall maintain a copy of a

decision or order filed under subsection (1) for a minimum of 5 years after the

day the decision is filed and shall upon receiving a request to view the

disciplinary records in relation to a chartered professional accountant or a public

accountant permit a person to view those records.

(3) The registrar shall publish a

summary of a

decision or order of an adjudication tribunal in a newspaper of general

circulation in or nearest to the community in which the respondent practises

within 14 days of the expiry of the appeal period under

section 43, unless a

court orders otherwise, where the decision or order

(

a) suspends the respondent;

(

b) allows or directs the respondent to surrender

either or both of his or her certificate or licence issued under this Act;

(

c) restricts the respondents practice;

(

d) specifies conditions for the continuing

practice of the respondent; or

(

e) requires that a

summary of the decision or

order be published.

(4) The

summary of the decision published under

subsection (3) shall include

(

a) the name of the respondent and the address where

he or she practises;

(

b) the date, location and a brief description of

the conduct of the respondent that was found to be deserving of sanction;

(

c) the name of the complainant, unless the complainant

has requested that his or her name be withheld;

(

d) the contents of the order in relation to the

actions referenced in paragraphs (3)(

a) to (d); and

(

e) other information specified for publication in

the decision or order.

(5) Where a decision published under this

section

is confirmed, varied or set aside, the registrar shall within 14 days of the filing

of the subsequent decision or order publish a

summary of the decision or order

and subsections (2) and (3) apply, with the necessary changes.

(6) The registrar may give notice of the decision

and information respecting the decision to the other persons the board may

direct and shall include a

summary of the decision in a certificate of good

standing issued in relation to the respondent.

De-registration

and suspension

(1) Where

a member of the association is allowed or directed to surrender his or her certificate

or licence, his or her rights and privileges to practise as a chartered

professional accountant or public accountant cease.

(2) Where a member of the association or a student

is suspended, his or her rights and privileges to practise as a chartered professional

accountant, public accountant or student cease for the period of suspension.

(3) Where conditions or restrictions have been

imposed upon a respondents ability to carry on his or her practice, his or her

rights and privileges to practise as a chartered professional accountant or public

accountant shall be limited to the extent specified by the conditions or restrictions.

Failure to comply

(1) On

application by the board to the disciplinary panel, an adjudication tribunal

may make an order suspending the rights and privileges of a respondent where it

determines that the respondent has failed to comply with a decision or an order

under subsection 35(2) or 36(3).

(2) The parties to the application are the board and

the respondent.

(3) An order of an adjudication tribunal under

this

section may suspend the rights and privileges of the respondent for a

fixed period that the adjudication tribunal may consider appropriate, or until

conditions which it may impose are fulfilled, or until further order of the adjudication

tribunal.

Re-hearing

(1) Where

a decision or order of the adjudication tribunal

(

a) suspends the respondent;

(

b) allows or directs the respondent to surrender either

or both of his or her certificate or licence issued under this Act;

(

c) restricts the respondents practice; or

(

d) specifies conditions for the continuing

practice of the respondent,

and where the respondent alleges that new

evidence has become available or a material change in circumstances has

occurred since the making of the decision or order, the respondent may apply to

the complaints authorization committee for a supplementary hearing to discharge

or vary the decision or order based on the new evidence or material change in

circumstances.

(2) An application under subsection (1) shall be

made not more than 90 days after the new evidence becomes available or the

material change in circumstances has occurred.

(3) Where an application is made to the complaints

authorization committee under subsection (1), and the committee is of the opinion

that new evidence has become available or that a material change in

circumstances has occurred, as alleged by a respondent, the matter shall be

referred to an adjudication tribunal as if it were a matter referred under paragraph

31(3)(

b) and sections 33 to 38 apply, with the necessary changes, to the

referred matter.

(4) The parties to a supplementary hearing under

this

section are the respondent and the board.

(5) For the purpose of this section, in addition

to an order that an adjudication tribunal may make under

section 36, a tribunal

may

(

a) vary the original decision or order made under

section 36; or

(

b) discharge the original decision or order, with

or without conditions.

Costs of the association

(1) Where

a person who was ordered to pay the costs of the association under paragraph 35(2)(

e) or 36(3)(

e) fails to pay in the time required, the board may suspend either or

both of the certificate or licence issued under this Act of that person until

the costs are paid.

(2) Costs ordered to be paid to the association

under paragraph 35(2)(

e) or 36(3)(

e) are a debt due the association and may be

recovered by a civil action.

Collection of

fine

(1) Where

an order is made under

section 35 or 36 imposing a fine on a respondent, the

association may issue a certificate stating the amount of the fine due and

remaining unpaid and the name of the person by whom it is payable, and file the

certificate with the court.

(2) Where a certificate is filed with the court under

subsection (1), it has the same effect and all proceedings may be taken on the certificate

as if it were a judgment of the Trial Division for the recovery of the amount

stated in the certificate against the person named in the certificate.

(3) A person named in a certificate filed under

this

section may, within 30 days after the certificate is filed, apply to a judge

of the Trial Division for a review, on a question of law or jurisdiction, of

the certificate.

(4) On application under subsection (3), the judge

may make any amendment to the certificate that is necessary to make the certificate

accord with the judge's decision.

(5) There is no appeal from a decision of a judge

made under this section.

(6) A certificate filed under this

section may

also be filed in the judgment enforcement registry on the expiration of the 30

day period referred to in subsection (3) in accordance with

Part III of the Judgment Enforcement Act and be enforced

in accordance with that Act.

Appeal to Trial

Division

(1) The

association or the respondent may, within 30 days after receiving notice of the

decision or order of an adjudication tribunal under this Act, appeal the

decision or order to the Trial Division by filing a notice of appeal with the court.

(2) An appeal under this

section does not stay the

decision or order being appealed unless the Trial Division orders otherwise.

Action prohibited

44. An

action for damages shall not lie against the association, the board,

disciplinary panel, an adjudication tribunal or the individual members of those

bodies, a person appointed to conduct an investigation under subsection 31(5),

the registrar, or an officer or employee of the association for

(

a) an act or failure to act, or a proceeding

initiated or carried out in good faith under this Act, or carrying out their

duties or obligations as an officer, employee or member under this Act; or

(

b) for a decision or order made or enforced in

good faith under this Act.

Application of sections

to professional corporation

(1) Sections

27 to 44 apply, with the necessary changes, to a corporation to which sections 16

to 25 apply as if it was a member of the association.

(2) Regulations made under

section 46 respecting

the disciplining of members of the association under sections 27 to 44 apply to

a corporation to which sections 16 to 25 apply as if it was a member of the

association.

Regulations

(1) The

board may, with the approval of the minister, make regulations

(

a) prescribing conditions for the certification

of a person as a chartered professional accountant and for the renewal of certificates;

(

b) prescribing conditions for the licensing of a

person as a public accountant and for the renewal of licences;

(

c) providing for the issuance of provisional certification

and licensing;

(

d) respecting the incorporation of companies

under sections 16 to 25;

(

e) prescribing requirements for the registration

of a corporation to which sections 16 to 25 apply;

(

f) approving schools and programs of accountancy;

(

g) respecting eligibility to form limited

liability partnerships;

(

h) for the purpose of giving effect to

section 14;

(

i) respecting the requirements of members of the

association to carry professional liability insurance;

(

j) respecting the suspension of certificates and licences

under paragraph 31(3)(c);

(

k) respecting alternative dispute resolution for

the purposes of sections 27 to 45 and the procedure for that resolution; and

(

l) prescribing time limits for events in the

disciplinary process in sections 27 to 45, including time limits for:

(

i) the filing of an allegation,

(ii) the resolution of an allegation by the registrar,

(iii) the conduct of an investigation under

section

31,

(iv) consideration of an allegation by the

complaints authorization committee following completion of an investigation,

(

v) responding to a complainant and respondent at

each stage of the process,

(vi) the conduct of a practice review under paragraph

31(1)(c),

(vii) the appointment of an adjudication panel under

section 32, and

(viii) the conduct of a hearing and the filing of a

decision or order by an adjudication panel following completion of the hearing.

(2) Notwithstanding subsection (1), the minister

may make regulations to prescribe time limits for events in the disciplinary

process under sections 27 to 45 where the board does not do so in a time period

the minister considers reasonable.

Offence

(1) A

person who contravenes this Act, other than sections 13 and 48, commits an

offence and is liable on

summary conviction to a fine not exceeding

(

a) in the case of a natural person, $5,000 for a

first conviction and to a fine not exceeding $10,000 for a second or subsequent

conviction; and

(

b) in the case of a corporation, $25,000 for a

first conviction and to a fine not exceeding $100,000 for a second and subsequent

conviction.

(2) A person who contravenes

section 13 is liable

on

summary conviction to a fine not exceeding $10,000 for each offence.

Offence - public

accountant

(1) A

person who is not licensed as a public accountant under this Act shall not

(

a) practise as a public accountant; or

(

b) wilfully pretend to be licensed as a public

accountant.

(2) A person who contravenes this

section is

guilty of an offence and is liable on

summary conviction to a fine not exceeding

$5,000.

Transitional -

assets and liabilities

(1) The

Certified General Accountants Association of Newfoundland and Labrador, the

Society of Certified Management Accountants of Newfoundland and Labrador, the

Institute of Chartered Accountants of Newfoundland and Labrador and the Public

Accountants Licensing Board are dissolved.

(2) Assets and liabilities of the Certified

General Accountants Association of Newfoundland and Labrador, the Society of Certified

Management Accountants of Newfoundland and Labrador, the Institute of Chartered

Accountants of Newfoundland and Labrador and

the Public Accountants Licensing Board, as those bodies existed immediately

before the coming into force of this Act, are transferred to and vest in the

association.

(3) Agreements entered into by the Certified

General Accountants Association of Newfoundland and Labrador, the Society of Certified

Management Accountants of Newfoundland and Labrador, the Institute of Chartered

Accountants of Newfoundland and Labrador or the

Public Accountants Licensing Board, as those bodies existed immediately before

the coming into force of this Act, are assigned to the association.

(4) An action, appeal, application or other

proceeding being carried on or power or remedy being exercised with respect to

the operations of the Certified General Accountants Association of Newfoundland

and Labrador, the Society of Certified Management Accountants of Newfoundland

and Labrador, the Institute of Chartered Accountants of Newfoundland and

Labrador and the Public Accountants Licensing Board, as those bodies existed

immediately before the coming into force of this Act, shall not be discontinued

or abated on account of this Act, but may be continued in the name of the association,

and the association has the same rights, is subject to the same liabilities and

shall pay or receive the same costs as if the action, appeal, application or

other proceeding had been commenced or defended in the name of the association.

Transitional -

board

(1) The

first board of the association after the coming into force of this Act shall

consist of

(a) 6 persons chosen by and from members of the

board of the Institute of Chartered Accountants of Newfoundland and Labrador ;

(b) 3 persons chosen by and from members of the

board of the Certified General Accountants Association of Newfoundland and Labrador ;

(c) 3 persons chosen by and from members of the

board of the Society of Certified Management Accountants of Newfoundland and Labrador ; and

(d) 4 persons appointed by the minister.

(2) In subsection (1), the references to the boards

of the Institute of Chartered Accountants of Newfoundland and Labrador, the

Certified General Accountants Association of Newfoundland and Labrador and the

Society of Certified Management Accountants of Newfoundland and Labrador are references to the boards of those

organizations as they existed before the coming into force of this Act.

(3) At least 2 of the members referred to in paragraphs

(1)(

a) to (

c) shall be members who are licensed as public accountants under

this Act and at least 2 of the members referred to in paragraphs (1)(

a) to (

c) shall be persons who are not licensed as public accountants under this Act.

(4) One third of the members referred to in each

of paragraphs (1)(

a) to (

c) shall be assigned:

(

a) a term of not more than one year;

(

b) a term of not less than one year but not more

than 2 years; and

(

c) a term of not less than 2 years but not more

than 3 years.

(5) One half of the members referred to in paragraph

(1)(

d) shall be assigned a term of 2 years and one half of the members referred

to in paragraph (1)(

d) shall be assigned a term of 3 years.

(6) The board referred to in subsection (1) shall

elect from its members a chairperson, a vice-chairperson and a secretary-treasurer

and

(

a) one of those positions shall be held by a

person referred to in paragraph (1)(a);

(

b) one of those positions shall be held by a

person referred to in paragraph (1)(b); and

(

c) one of those positions shall be held by a

person referred to in paragraph (1)(c).

(7) The requirements set out in subsection

(6) shall only apply until the first election of the board is held.

(8) An election shall be held within 18 months of

the date this Act comes into force.

Transitional - licences

and certificates

(1) A

person shall be considered to be certified as a chartered professional

accountant under this Act where, immediately before the coming into force of

this Act, he or she was certified as

(

a) a certified general accountant under the Certified General Accountants Act, 2008 ;

(

b) a certified management accountant under the Certified Management Accountants Act ; or

(

c) a chartered accountant under the Chartered Accountants Act, 2008 .

(2) Where a person is licensed as a public

accountant under the Public Accountants

Act immediately before the coming into force of this Act, that person shall

be considered to be licensed as a public accountant under this Act until

(

a) January 31, 2015; or

(

b) the expiry date set out on the licence,

whichever is later.

(3) A corporation shall be considered to hold a certificate

to provide the services of a chartered professional accountant under this Act

where, immediately before the coming into force of this Act, that corporation

held a certificate to provide the services of

(

a) a certified general accountant under the Certified General Accountants Act, 2008 ;

(

b) a certified management accountant under the Certified Management Accountants Act ; or

(

c) a chartered accountant under the Chartered Accountants Act, 2008 .

(4) Where a corporation held a valid certificate

to provide the services of a public accountant under the Public Accountants Act immediately before the coming into force of

this Act, it shall be considered to hold a licence to provide the services of a

public accountant under this Act

(

a) until January 15, 2015; or

(

b) where the expiry date set out on the certificate

is after January 15, 2015, until December 31, 2015.

(5) Where a person or a corporation submitted a

request to be certified, licensed or registered under the Certified General Accountants Act, 2008 , the Certified Management Accountants Act , the Chartered Accountants Act, 2008 or the Public Accountants Act and that request has not been granted or

refused on the coming into force of this Act, the request shall be considered

to be a request under this Act.

Transitional -

designations

(1) Notwithstanding

subsections 14(2) and (3), a person who was certified and registered as a certified

general accountant under the Certified

General Accountants Act, 2008 immediately before the coming into force of

this Act shall continue to use the designation "Certified General

Accountant" or the initials "CGA" together with the designation

"Chartered Professional Accountant" or the initials "CPA"

for a period of time to be determined by the board of the association as long

as that person is certified as a chartered professional accountant under this

Act.

(2) Notwithstanding subsections 14(2) and (4), a

person who was certified and registered as a certified management accountant under

the Certified Management Accountants Act

immediately before the coming into force of this Act shall continue to use the

designation "Certified Management Accountant" or the initials

"CMA" together with the designation "Chartered Professional Accountant"

or the initials "CPA" for a period of time to be determined by the

board of the association as long as that person is certified as a chartered

professional accountant under this Act.

(3) Notwithstanding subsections 14(2) and (5), a

person who was certified and registered as a chartered accountant under the Chartered Accountants Act, 2008

immediately before the coming into force of this Act shall continue to use the

designation "Chartered Accountant" or the initials "CA"

together with the designation "Chartered Professional Accountant" or

the initials "CPA" for a period of time to be determined by the board

of the association as long as that person is certified as a chartered

professional accountant under this Act.

(4) Notwithstanding subsections 14(2) and (6), a

person who was authorized to take or use the designation "Fellow of the Certified

General Accountants" under the Certified

General Accountants Act, 2008 immediately before the coming into force of

this Act shall continue to use the designation "Fellow of the Certified

General Accountants" or the initials "FCGA" together with the

designation "Fellow of the Chartered Professional Accountants" or the

initials "FCPA" for a period of time to be determined by the board of

the association as long as that person is certified as a chartered professional

accountant under this Act.

(5) Notwithstanding subsections 14(2) and (7), a

person who was authorized to take or use the designation "Fellow of the Certified

Management Accountants" under the Certified

Management Accountants Act immediately before the coming into force of this

Act shall continue to use the designation "Fellow of the Certified

Management Accountants" or the initials "FCMA" together with the

designation "Fellow of the Chartered Professional Accountants" or the

initials "FCPA" for a period of time to be determined by the board of

the association as long as that person is certified as a chartered professional

accountant under this Act.

(6) Notwithstanding subsections 14(2) and (8), a person

who was authorized to take or use the designation "Fellow of the Chartered

Accountants" under the Chartered

Accountants Act, 2008 immediately before the coming into force of this Act

shall continue to use the designation "Fellow of the Chartered Accountants"

or the initials "FCA" together with the designation "Fellow of

the Chartered Professional Accountants" or the initials "FCPA"

for a period of time to be determined by the board of the association as long

as that person is certified as a chartered professional accountant under this

Act.

(7) Notwithstanding subsections 14(2) and (9), a

person who was authorized to take or use the designation "Associate of the

Chartered Accountants" under the Chartered

Accountants Act, 2008 immediately before the coming into force of this Act

shall continue to use the designation "Associate of the Chartered Accountants"

or the initials "ACA" together with the designation "Associate of

the Chartered Professional Accountants" or the initials "ACPA"

for a period of time to be determined by the board of the association as long

as that person is certified as a chartered professional accountant under this

Act.

(8) The period of time determined by the board

shall be the same for subsections (1) to (7) and shall not exceed 10 years.

(9) Subsections 14(10) to (12) apply to the use of

designations and initials under this section.

(10) Notwithstanding

section 21, a corporation that

held a certificate to provide the services of a certified general accountant

and was registered under the Certified

General Accountants Act, 2008 immediately before the coming into force of

this Act may continue to use the designation "Certified General

Accountants" for a period of time to be determined by the board of the

association as long as that corporation holds a certificate to provide the

services of a chartered professional accountant under this Act.

(11) Notwithstanding

section 21, a corporation that

held a certificate to provide the services of a certified management accountant

and was registered under the Certified

Management Accountants Act immediately before the coming into force of this

Act may continue to use the designation "Certified Management

Accountants" for a period of time to be determined by the board of the

association as long as that corporation holds a certificate to provide the

services of a chartered professional accountant under this Act.

(12) Notwithstanding

section 21, a corporation that

held a certificate to provide the services of a chartered accountant and was registered

under the Chartered Accountants Act, 2008

immediately before the coming into force of this Act may continue to use the

designation "Chartered Accountants" for a period of time to be determined

by the board of the association as long as that corporation holds a certificate

to provide the services of a chartered professional accountant under this Act.

(13) The period of time determined by the board

shall be the same for subsections (13) to (15) and shall not exceed one year.

Transitional -

complaints and discipline

(1) Where

a complaint or discipline proceeding was started under the Certified General Accountants Act, 2008 , the Certified Management Accountants Act , the Chartered Accountants Act, 2008 or the Public Accountants Act but not concluded before the coming into

force of this Act, the proceeding shall be concluded under the Act under which

it was started as if that Act were still in force.

(2) A complaints authorization committee,

disciplinary panel or adjudication tribunal constituted under the Certified General Accountants Act, 2008 ,

the Certified Management Accountants Act ,

the Chartered Accountants Act, 2008

or the Public Accountants Act that was

involved in a proceeding referred to in subsection (1) immediately before the

coming into force of this Act shall continue to have the rights, powers , privileges, duties and

obligations granted under the Act under which it was constituted as if that Act

were still in force for the purpose of concluding a proceeding referred to in

subsection (1).

(3) An order or decision of a complaints

authorization committee, disciplinary panel or adjudication tribunal referred

to in subsection (2) shall be considered to be an order or decision under this

Act.

Transitional -

orders and decisions

54. An

order or decision made under the Certified

General Accountants Act, 2008 , the Certified

Management Accountants Act , the Chartered

Accountants Act, 2008 or the Public Accountants

Act that was in force on the coming into force of this Act shall continue

to be in force and shall be considered to be an order or decision under this

Act.

Transitional -

candidates

(1) A

person who was admitted into the certified general accountant program by the Certified

General Accountants Association of Newfoundland and Labrador, the certified management

accountant program by the Society of Certified Management Accountants of Newfoundland

and Labrador or the chartered accountant program by the Institute of Chartered

Accountants of Newfoundland and Labrador before the coming into force of this

Act may continue in that program with the consent of the board.

(2) Subsections 14(3) to (5) and 52(1), (2), (3),

(8) and (9) shall apply to a person to whom subsection (1) applies where that

person meets the educational requirements for certification under his or her

program before December 31, 2015.

RSNL1990 cC-15

Amdt.

56. Subsection 109(2) of the City of Corner Brook Act is repealed and the following substituted:

(2) An auditor appointed under subsection

(1) shall be a member of

(

a) the Association of Chartered Professional

Accountants; or

(

b) the auditor general and the auditor general's

staff

who is licensed as a public accountant under

the Chartered Professional Accountants and

Public Accountants Act and his or her appointment remains in effect until

revoked by council.

RSNL1990 cC-16

Amdt.

57. Subsection 109(2) of the City of Mount Pearl Act is repealed and the following substituted:

(2) An auditor appointed under subsection

(1) shall be a member of

(

a) the Association of Chartered Professional

Accountants; or

(

b) the auditor general and the auditor general's

staff

who is licensed as a public accountant

under the Chartered Professional Accountants

and Public Accountants Act and his or her appointment remains in effect

until revoked by council.

SNL2009 cC-29.1

Amdt.

58. Subsection 38(5) of the Condominium Act, 2009 is repealed and the following substituted:

(5) A person shall not be appointed or hold office

as auditor of a corporation unless that person is licensed as a public

accountant under the Chartered

Professional Accountants and Public Accountants Act .

SNL2009 cC-37.2

Amdt.

59. Subsection 94(1) of the Credit Union Act, 2009 is repealed and the following substituted:

Auditors

(1) At

the annual meeting of a credit union the members of that credit union shall

appoint an auditor who is licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act .

SNL1992 cE-3.1

Amdt.

60. (1) Subsections 302(1) and (2) of the Elections Act, 1991 are repealed and the

following substituted:

Appointment of

auditor

(1) A

candidate, on nomination day, and a registered party within 30 days after

becoming registered under this Part, shall appoint an auditor licensed as a public

accountant under the Chartered Professional

Accountants and Public Accountants Act or a firm whose partners are licensed

as public accountants under that Act.

(2) Where an auditor appointed under subsection

(1),

(

a) ceases for any reason, including resignation,

to hold office;

(

b) ceases to be qualified as provided in subsection

(1); or

(

c) becomes ineligible as provided in subsection

(3),

the registered party or candidate, shall

immediately appoint another auditor licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act or a firm whose partners are licensed as public accountants

under that Act.

(2) Subsection 302(4) of the Act is repealed and

the following substituted:

(4) Where a candidate is unable to obtain the

services of an auditor licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act , the Chief Electoral Officer may approve the appointment of

another person who he or she is satisfied is competent to fulfill the role of

auditor.

SNL2007 cH-10.1

Amdt.

61. Paragraph 43(6)(

a) of the House of Assembly Accountability, Integrity and Administration Act

is repealed and the following substituted:

(

a) a financial statement audit conducted in

accordance with generally accepted auditing standards as determined by the

Chartered Professional Accountants of Canada, expressing an opinion on whether

the accounts of the House of Assembly and statutory offices are fairly

presented in accordance with accounting policies noted;

SNL1999 cM-24

Amdt.

62. (1) Subsection 86(1) of the Municipalities Act, 1999 is repealed and

the following substituted:

Financial

statements

(1) A

council shall prepare and adopt, before June 1 of each year, financial statements

in a manner consistent with generally accepted accounting principles

established periodically by the Public Sector Accounting Board.

(2) Subsection 87(2) of the Act is repealed and

the following substituted:

(2) An auditor appointed under subsection

(1) shall be a member of

(

a) the Association of Chartered Professional

Accountants; or

(

b) the auditor general and the auditor general's

staff

licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act and his or her appointment remains in effect until revoked

by council.

SNL2006 cP-12.01

Amdt.

63. (1) Paragraph 42(1)(

b) of the Pharmaceutical Services Act is repealed

and the following substituted:

(

b) one of whom shall be a chartered professional

accountant;

(2) Paragraph 42(4)(

b) of the Act is repealed and

the following substituted:

(

b) a chartered professional accountant; and

SNL2012 cR-8.1

Amdt.

64. (1) Subsection 33(1) of the Regional Service Boards Act, 2012 is repealed

and the following substituted:

Financial

statement

(1) A

board shall prepare and adopt, before June 1 of each year, a financial

statement in a manner consistent with generally accepted accounting principles

established periodically by the Public Sector Accounting Board.

(2) Subsection 34(2) of the Act is repealed and

the following substituted:

(2) An auditor appointed under subsection

(1) shall be a member of

(

a) the Association of Chartered Professional

Accountants; or

(

b) the auditor general and the auditor general's

staff

licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act and his or her appointment remains in effect until revoked

by the board.

SNL1997 cS-12.2

Amdt.

65. Subsection 66(1) of the Schools Act, 1997 is repealed and the following substituted:

Accounts and

audits

(1) A

board shall keep an accurate record of all receipts and expenditures and ensure

that all funds received from the Crown are expended only for the purpose for which

they are provided and prepare and submit to the minister at the end of each

school year a detailed statement of its accounts audited by a person licensed

as a public accountant under the Chartered

Professional Accountants and Public Accountants Act in the form and at a

time that the minister may require.

CNLR 750/96 Amdt.

66. (1) Subsection 27(1) of the Corporations Regulations published under

the Corporations Act is repealed and

the following substituted:

Annual financial

statements

(1) The

financial statements referred to in paragraph 258(1)(

a) of the Act shall be

prepared in accordance with the standards of the Chartered Professional

Accountants of Canada set out in the CPA Canada Handbook including any

amendments to it.

(2) Subsection 28(1) of the regulations is repealed

and the following substituted:

Auditor's report

(1) The

auditor's report referred to in

section 274 of the Act shall be prepared in

accordance with the standards of the Chartered Professional Accountants of

Canada set out in the CPA Canada Handbook including any amendments to it.

NLR 26/01 Amdt.

67. (1) Paragraph 3(2)(

g) of the Direct Equity Tax Credit Regulations published

under the Income Tax Act, 2000 is

repealed and the following substituted:

(

g) include financial statements for the most

recent year end of the corporation and associated corporations together with a

review engagement report or auditor's report signed by a person who is licensed

as a public accountant under the Chartered

Professional Accountants and Public Accountants Act ;

(2) Subsection 14(1) of the regulations is

repealed and the following substituted:

Information

returns

(1) An

eligible business shall, not more than 90 days after its fiscal year end, prepare

and file with the minister the following statements that have been reviewed by

a person who is licensed as a public accountant under the Chartered Professional Accountants and Public Accountants Act :

(

a) annual financial statements together with a

statement that specifies the extent to which capital raised by a specified issue

is or has been used for qualifying business activities; and

(

b) a statement that shareholders who have been

issued eligible shares have not redeemed the shares.

NLR 32/00 Amdt.

68. Subsection 5(1) of the Egg Scheme, 2000 published under the Natural Products Marketing Act is repealed and the following substituted:

Operations of

EFNL

(1) The

EFNL shall appoint an accountant licensed as a public accountant under the Chartered Professional Accountants and Public

Accountants Act to audit its accounts annually.

NLR 57/08 Amdt.

69. Paragraph 8(2)(

e) of the Pharmaceutical Services Regulations published under the Pharmaceutical Services Act is repealed

and the following substituted:

(

e) a chartered professional accountant appointed

by the minister.

NLR 69/03 Amdt.

70. Paragraph 15(1)(

b) of the Physicians and Fee Regulations published under the Medical Care Insurance Act, 1999 is

repealed and the following substituted:

(

b) a chartered professional accountant appointed

by the minister; and

NLR 99/00 Amdt.

71. Subsection 4(4) of the Prepaid Funeral Services Regulations published under the Prepaid Funeral Services Act is repealed

and the following substituted:

(4) A trust account established under

section 6 of

the Act shall be audited annually by a person who is a public accountant licensed

under the Chartered Professional

Accountants and Public Accountants Act .

CNLR 994/96 Amdt.

Section 10.1 of the Real Estate Licensing Regulations published under the Real Estate Trading Act is repealed and

the following substituted:

Audits

10.1 A

trust account established under

section 29 of the Act shall be audited annually

by a person who is a public accountant licensed under the Chartered Professional Accountants and Public Accountants Act and a

statement in the form approved by the superintendent respecting the trust

account, together with the audit reports in the form approved by the

superintendent, shall be submitted by an agent to the superintendent not more

than 90 days after the end of the preceding fiscal year.

NLR 71/03 Amdt.

73. Paragraph 3(1)(

j) of the Royalty Regulations, 2003 published under the Petroleum and Natural Gas Act is repealed and the following

substituted:

(j) "independent auditor" means a public

accountant with a substantial presence in Newfoundland and Labrador who is not

an employee of the interest holder or its affiliates and who is licensed to

practise as a public accountant under the Chartered

Professional Accountants and Public Accountants Act ;

CNLR 805/96 Amdt.

74. (1) Subsections 2(3) and (4) of the Securities Regulations published under

the Securities Act are repealed and

the following substituted:

(3) Subject to subsection (4), for the purposes of

the Act and these regulations, where a recommendation has been made in the

Handbook of the Chartered Professional Accountants of Canada which is

applicable in the circumstances, the terms "generally accepted accounting

principles", "auditor's report" and "generally accepted

auditing standards" mean the principles, report and standards,

respectively, recommended in the handbook.

(4) Subject to

section 46, where an issuer is

incorporated or organized in a jurisdiction other than Canada or a province or

territory thereof, "generally accepted accounting principles" may, at

the option of the issuer, mean the principles as prescribed in the

incorporating jurisdiction by or pursuant to applicable legislation or where a

recommendation has been made by an association in that jurisdiction equivalent

to the Chartered Professional Accountants of Canada, the principles recommended

by that association, but where an option is exercised under this subsection,

the notes to the financial statements shall state which option has been applied

in the choice of generally accepted accounting principles.

(2) Subsection 53(3) of the regulations is repealed

and the following substituted:

(3) Where under this

section a financial statement

contained in a prospectus is not reported on by the auditor, there shall be

filed with the superintendent such advice from the auditor as is suggested for

these circumstances by the Handbook of the Chartered Professional Accountants

of Canada, or such other advice as may reasonably be required by the

superintendent, the purpose of which shall be to assist the superintendent in

discharging his or her responsibilities and the advice may include a statement

to that effect.

Repeal

(1) The following Acts are repealed:

(

a) Certified

General Accountants Act, 2008 ;

(

b) Certified

Management Accountants Act ;

(

c) Chartered

Accountants Act, 2008 ; and

(

d) Public Accountants

Act .

(2) The following regulations are repealed:

(

a) Certified

General Accountants Regulations , published under Certified General Accountants Act, 2008 ;

(

b) Certified

Management Accountants Regulations published under Certified Management Accountants Act ;

(

c) Chartered

Accountants Regulations published under Chartered

Accountants Act, 2008 ; and

(

d) Public Accountants Licensing Regulations

published under Public Accountants Act .

Commencement

76. This Act comes into force on January 9, 2015.

Queen's Printer