Statutes of Newfoundland and Labrador 2014 Chapter C-10.1 (original) (raw)

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 Labradorestablished under section 3;

�� (b)� "board" means the board referred to in 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

�� 3. (1) The Association of Chartered Professional Accountants of Newfoundlandand 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

�� 4. (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, or

�� (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

�� 5. (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

�� 6. (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

�� 7. (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

�� 8. (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

�� 9. (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

�� 10. (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.

�� 11. (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

�� 12. (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

�� 13. (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

�� 14. (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

�� 15. (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

�� 17. (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

�� 18. (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; or

�� (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

�� 19. (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"

�� 20. (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

�� 23. (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

�� 24. (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

�� 25. (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

�� 28. (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

�� 29. (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

�� 30. (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

�� 31. (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

�� 32. (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 10.

Hearing

�� 33. (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; or

�� (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

�� 35. (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

�� 36. (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;

�� (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,

�� (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

�� 37. (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

�� 38. (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

�� 39. (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

�� 40. (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

�� 41. (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

�� 42. (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

�� 43. (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

�� 45. (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

�� 46. (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

�� 47. (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, 5,000forafirstconvictionandtoafinenotexceeding5,000 for a first conviction and to a fine not exceeding 5,000forafirstconvictionandtoafinenotexceeding10,000 for a second or subsequent conviction; and

�� (b)� in the case of a corporation, 25,000forafirstconvictionandtoafinenotexceeding25,000 for a first conviction and to a fine not exceeding 25,000forafirstconvictionandtoafinenotexceeding100,000 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

�� 48. (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

�� 49. (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

�� 50. (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

�� 51. (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

�� 52. (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

�� 53. (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

�� 55. (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

�� 94. (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

�� 302. (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

�� 86. (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

�� 33. (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

�� 66. (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

�� 27. (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

�� 28. (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

�� 14. (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

�� 5. (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.

�� 72. 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

�� 75. (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