Senate Amendment to Senate Bill No. 439 (BDR 54-807)
Proposed by: Committee on Commerce and Labor
Amendment Box: Resolves conflict with S.B. No. 19. Makes substantive changes.
Amends: Summary: Title: Preamble: Joint Sponsorship:
ASSEMBLY ACTION
Initial and Date | SENATE ACTION Initial and DateAdopted Lost | Adopted Lost
Concurred In Not | Concurred In Not
Receded Not | Receded Not
Amend sec. 3, page 2, line 12, by deleting "
subsection 2" and inserting "this section".Amend sec. 3, page 2, by deleting lines 31 and 32.
Amend sec. 3, page 2, line 33, by deleting "
(e)" and inserting "(d)".Amend sec. 3, page 2, line 37, by deleting "
(f)" and inserting "(e)".Amend sec. 3, page 2, line 38, after "
2." by inserting:"
The board may refuse to grant a certificate of certified public accountant to an applicant if he has been convicted of a felony under the laws of any state or of the United States.3.
".Amend sec. 4, page 2, line 41, by deleting "The" and inserting:
"
Amend sec. 4, page 3, between lines 30 and 31, by inserting:
"
4. Notwithstanding any provision of this section to the contrary, an applicant for a certificate of certified public accountant who has received conditional credit pursuant to NRS 628.260 for passing sections of the examination required for a certificate, and who applies that credit to his subsequent passage of the examination, is subject to the educational requirements to receive a certificate that were in effect on the date on which he first received the conditional credit.".Amend the bill as a whole by adding new sections designated sections 5.3, 5.5 and 5.7, following sec. 5, to read as follows:
"Sec. 5.3. NRS 628.240 is hereby amended to read as follows:
Sec. 5.5. NRS 628.260 is hereby amended to read as follows:
628.260 1. The board may by regulation prescribe the terms and conditions under which a candidate:
(a) Must pass all sections of the examination
(b) Who
, at any given examination , passes two or more sections, but not all sections, may receive conditional credit for the sections passed, and need not sit for re-examination in those sections. The board may by regulation:(1) Provide minimum grades for each section not passed in order to receive credit for those passed;
(2) Provide a limit on the time in which each candidate must pass all sections of the examination or lose any credit received; and
(3) Require a candidate to sit for all sections of the examination which he did not pass in a previous examination.
2. The board may give credit to a candidate who has passed all or part of the examination in another state or other jurisdiction of the United States, if the certified public accountant members of the board have determined by regulation that the standards under which the examination was held are as high as the standards established for the examination required by this chapter.
Sec. 5.7. NRS 628.280 is hereby amended to read as follows:
2. Fees for re-examinations under NRS 628.190 must also be charged by the board in amounts determined by it by regulation for each section
of the examination in which the candidate is re-examined.3. The applicable fee must be paid by the candidate at the time he applies for examination or re-examination.
4. The board shall charge each candidate for a certificate of certified public accountant a fee to be determined by the board by regulation for review and inspection of his examination paper.".
Amend sec. 6, page 4, line 9, by deleting:
"state, and who
"state
Amend sec. 6, page 4, lines 15 and 16, by deleting:
"
(a) Passed" and inserting:
"
(a) Passed]
(a) The person has passed
".Amend sec. 6, page 4, line 17, by deleting "
"
(b) Experience]
(b) The person has experience
".Amend sec. 6, page 4, line 23, before "
supervision" by inserting "direct".Amend sec. 6, page 4, by deleting line 26 and inserting:
"chapter
(c) The requirements for education of the state or other jurisdiction from which the person received his original certificate were substantially equivalent to the requirements for education of this state on the date on which the person received his original certificate.".
Amend sec. 6, page 5, line 17, by deleting "
of" and inserting "as a".Amend the bill as a whole by adding a new section designated sec. 6.5, following sec. 6, to read as follows:
"Sec. 6.5. NRS 628.325 is hereby amended to read as follows:
2. One or more natural persons may:
(a) Organize a corporation pursuant to chapter 78 of NRS;
(b) Qualify to do business as a foreign corporation pursuant to chapter 80 of NRS;
(c) Organize a limited-liability company pursuant to chapter 86 of NRS; or
(d) Register as a foreign limited-liability company pursuant to chapter 86 of NRS,
to practice public accounting.
3. The organization, qualification or registration of a corporation or company pursuant to subsection 2:
(a) Does not modify:
(1) The relationship between an accountant and a client;
(2) The liability arising out of that relationship; or
(3) The compliance of the corporation or company with this chapter or any regulations adopted pursuant thereto.
(b) Does not render:
(1) A person liable in tort for any act in which he has not personally participated.
(2) The manager, a member or an employee of a limited-liability company liable in contract for any contract which he executes on behalf of a limited-liability company within the limits of his authority.
4. Notwithstanding any specific statute to the contrary, a simple majority of the ownership of a corporation, partnership or limited-liability company organized for the practice of public accounting in this state, in terms of the financial interests and voting rights of all shareholders, partners, officers, members and principals thereof, must belong to persons who are certified public accountants in any state or registered public accountants in this state. Each shareholder, partner, officer, member or principal whose principal place of business is in this state and who performs professional services in this state must be:
(a) If the corporation, partnership or limited-liability company registered with the board is a corporation, partnership or limited-liability company of certified public accountants, a certified public accountant in this state in good standing; and
(b) If the corporation, partnership or limited-liability company registered with the board is a corporation, partnership or limited-liability company of public accountants, a certified public accountant or registered public accountant in this state in good standing.
5. A corporation, partnership or limited-liability company organized for the practice of public accounting in this state may have as a shareholder, partner, officer, member or principle any natural person who is not a certified public accountant in any state or a registered public accountant in this state if:
(a) The natural person is actively engaged in the business of the corporation, partnership or limited-liability company, or any affiliate thereof; and
(b) The corporation, partnership or limited-liability company complies with any other requirements that the board by regulation may impose.
".Amend the bill as a whole by adding a new section designated sec. 12.5, following sec. 12, to read as follows:
"Sec. 12.5. NRS 628.510 is hereby amended to read as follows:
2. The provisions of subsection 1 do not prohibit:
(a) Any officer, employee, partner, principal or member of any organization from affixing his signature to any statement or report in reference to the financial affairs of that organization with any wording designating the position, title or office which he holds in the organization.
(b) Any act of a public official or public employee in the performance of his duties as such.
(c) Any person who does not hold a live permit from preparing a financial statement or issuing a report if the statement or report, respectively, includes a disclosure that:
(1) The person who prepared the statement or issued the report does not hold a live permit issued by the board; and
(2) The statement or report does not purport to have been prepared in compliance with the professional standards of accounting adopted by the board.
".Amend sec. 13, page 11, line 42, after "
"accounting"" by inserting ""accountancy,"".Amend sec. 13, page 12, by deleting lines 1 and 2 and inserting:
"
state board of accountancy certifies that the corporation:(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the state board of accountancy under penalty of perjury a written statement that the corporation is not engaged in the practice of accounting and is not offering to practice accounting in this state.
".Amend sec. 14, page 13, line 29, after "
"accounting,"" by inserting ""accountancy,"".Amend sec. 14, page 13, by deleting lines 30 and 31 and inserting:
"
accountancy certifies that the foreign corporation:(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the state board of accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this state.
".Amend sec. 15, page 14, line 7, after "
"accounting,"" by inserting ""accountancy,"".Amend sec. 16, page 14, line 32, after "
"accounting,"" by inserting ""accountancy,"".Amend sec. 16, page 14, by deleting lines 34 and 35 and inserting:
"
certifies that the limited-liability company:(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the state board of accountancy under penalty of perjury a written statement that the limited-liability company is not engaged in the practice of accounting and is not offering to practice accounting in this state.
".Amend the bill as a whole by adding a new section designated sec. 16.5, following sec. 16, to read as follows:
"Sec. 16.5. Section 2 of Senate Bill No. 19 of this session is hereby amended to read as follows:
Sec. 2. NRS 80.010 is hereby amended to read as follows:
80.010 1. Before commencing or doing any business in this state, each corporation organized pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country, that enters this state to do business must:
(a) File in the office of the secretary of state of this state:
(1) A certificate of corporate existence issued not more than 90 days before the date of filing by an authorized officer of the jurisdiction of its incorporation setting forth the filing of documents and instruments related to the articles of incorporation, or the governmental acts or other instrument or authority by which the corporation was created. If the certificate is in a language other than English, a translation, together with the oath of the translator and his attestation of its accuracy, must be attached to the certificate.
(2) A certificate of acceptance of appointment executed by its resident agent, who must be a resident or located in this state. The certificate must set forth the name of the resident agent, his street address for the service of process, and his mailing address if different from his street address. The street address of the resident agent is the registered office of the corporation in this state.
(3) A statement executed by an officer of the corporation, acknowledged before a person authorized by the laws of the place where the acknowledgment is taken to take acknowledgments of deeds, setting forth:
(I) A general description of the purposes of the corporation; and
(II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value.
(b) Lodge in the office of the secretary of state a copy of the document most recently filed by the corporation in the jurisdiction of its incorporation setting forth the authorized stock of the corporation, the number of par-value shares and their par value, and the number of no-par-value shares.
2. The secretary of state shall not file the documents required by subsection 1 for any foreign corporation whose name is the same as, or deceptively similar to the name of a corporation, limited partnership or limited-liability company existing pursuant to the laws of this state or a foreign corporation, foreign limited partnership or foreign limited-liability company authorized to transact business in this state or a name to which the exclusive right is at the time reserved in the manner provided in the laws of this state, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
3. The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words "engineer," "engineered," "engineering," "professional engineer" or "licensed engineer" unless the state board of professional engineers and land surveyors certifies that:
(a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this state; or
(b) The corporation is exempt from the prohibitions of NRS 625.520.
4. The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the documents that the business to be carried on by the corporation is subject to supervision by the commissioner of financial institutions, unless the commissioner certifies that:
(a) The corporation has obtained the authority required to do business in this state; or
(b) The corporation is not subject to or is exempt from the requirements for obtaining such authority.
5. The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words "accountant," "accounting," "accountancy," "auditor" or "auditing" unless the Nevada state board of accountancy certifies that the foreign corporation:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the state board of accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this state.
6. As used in this section, "street address" of a resident means the actual physical location in this state at which a resident agent is available for service of process.
".Amend the title of the bill to read as follows:
"AN ACT relating to accountants; revising provisions governing the qualifications and examination of applicants for certificates of certified public accounting; making various changes relating to the professional conduct of companies practicing certified public accounting or public accounting; revising provisions governing the organizational structure of companies practicing certified public accounting or public accounting; prohibiting the secretary of state from accepting for filing certain articles of incorporation or amendments thereto that contain certain words relating to accounting; repealing certain prohibited acts; and providing other matters properly relating thereto.".