(a) a member of the Institute engaged in public practice as a sole practitioner; or

Transcription

1 Regulations governing the use of the description Chartered Accountants ; and general affiliates 1 of the Institute of Chartered Accountants in England and Wales 1 These regulations were made by the Council under Clauses 12A and 16 of the Supplemental Charter and Byelaw 55 on the fifth day of April 2000 and came into effect on the first day of May In these regulations the term Chartered Accountant means a member of the Institute of Chartered Accountants in England and Wales (the Institute) or a member of one of the following bodies: The Institute of Chartered Accountants of Scotland; The Institute of Chartered Accountants in Ireland; The Institute of Chartered Accountants in Australia; The Canadian Institute of Chartered Accountants; The South African Institute of Chartered Accountants; The Institute of Chartered Accountants of Zimbabwe; The Institute of Chartered Accountants of New Zealand. 3 Member Firm shall mean: (a) a member of the Institute engaged in public practice as a sole practitioner; or (b) a partnership engaged in public practice of which more than 50 per cent of the rights to vote on all, or substantially all, matters of substance at meetings of the partnership are held by chartered accountants or by another member firm; or (c) a limited liability partnership engaged in public practice of which more than 50 per cent of the rights to vote on all, or substantially all, matters of substance at meetings of the partnership are held by chartered accountants or by another member firm; or (d) any body corporate (other than a limited liability partnership) engaged in public practice of which: (i) 50 per cent or more of the directors are chartered accountants or another member firm; and (ii) more than 50 per cent of the nominal value of the voting shares is held by chartered accountants or by another member firm; and (iii) more than 50 per cent of the aggregate in nominal value of the voting and non-voting shares is held by chartered accountants or by another member firm; and (e) provided that in the case of a firm that is a parent entity, more than 50% of the income of the group is derived from public practice and, in the case of a firm that is a subsidiary entity, more than 50% of the income of the group is derived from public practice and the subsidiary entity is engaged in public practice, 3A Where a member firm is a partner, member, director or shareholder of a firm using the description chartered accountants under these regulations, then its interests at meetings of partners, members, directors or shareholders must be represented by an individual who is a chartered accountant. 4 The Interpretation Act 1978 applies to these regulations in the same way as it applies to an enactment. 1 Different requirements apply to applications for affiliate status in the regulated areas. Such applicants should refer, as appropriate, to the Audit Regulations and Guidance, the Insolvency Licensing Regulations and the Designated Professional Body Handbook. 2 Amended by the Professional Standards Board, changes effective from 1 September 2008 and further changes effective from 1 July If members are in doubt whether their firm is entitled to use the description chartered accountants, they should contact the helpline on +44 (0) and give all the facts of their circumstances.

2 5 In these regulations, unless the context otherwise requires: (a) words importing the masculine gender include the neuter (as well as, by virtue of the Interpretation Act 1978 as applied by regulation 5, the feminine); (b) words importing the neuter gender include both the masculine and the feminine. 6 A member firm which engages in public practice is entitled to describe itself as Chartered Accountants provided that any partner, member (in the case of a limited liability partnership) or director (in the case of a company) who is not a chartered accountant or a member firm holds affiliate status from the Institute under its Designated Professional Handbook Regulations, Audit Regulations, Insolvency Licensing Regulations or these Regulations. 7 If the requirements of regulation 6 are not met during a period of up to 3 months a firm will be entitled to continue to use the description Chartered Accountants during that period if it can demonstrate its intentions to meet the requirements. 8 An applicant for recognition as a general affiliate under these regulations shall submit an application and provide an undertaking in the form set out in the Schedule to these regulations or any subsequent amendment of it approved by the Investigation Committee. 9 A person recognised as a general affiliate shall not have any right or entitlement under the Institute s Royal Charter, Supplemental Charter, Bye-laws and Regulations save as expressly conferred by these regulations and in particular, shall have no right to use the designatory letters ACA or FCA. 10 A general affiliate who makes any representation that he has any right or entitlement other than as conferred on him by these regulations shall render himself liable to disciplinary action. 11 The Disciplinary Bye-laws shall apply to a complaint against a general affiliate as they apply to complaints against members and without prejudice to the generality of the foregoing the term defendant shall be read and construed as including a general affiliate. 12 Where a formal complaint against a general affiliate is found proved in whole or in part a tribunal may make against him such one or more of the following orders as it considers appropriate having regard to his past disciplinary record, its view as to the nature and seriousness of the formal complaint (so far as proved); and any other circumstances which the tribunal considers relevant: (i) that he cease to be a general affiliate; (ii) that he be reprimanded; (iii) that he be severely reprimanded; (iv) that he be fined a specified sum; or (v) that he pay the whole or part of the costs incurred by the Institute in investigating a complaint and bringing disciplinary proceedings in respect of any complaint found proved. 13 In addition to making an order against a general affiliate a tribunal shall be entitled to order that a member firm cease to be entitled to describe itself as Chartered Accountants for so long as the person concerned remains a partner in or a member (in the case of a limited liability partnership) or director (in the case of a company) of the member firm. 14 These regulations may be amended or repealed by the Professional Standards Board. 15 The Investigation Committee shall be responsible for determining applications for general affiliate status. Such status may be granted if it is satisfied that: (i) the applicant is a partner, or has been offered a partnership, in a member firm; (ii) the applicant is a member (in the case of a limited liability partnership) or director (in the case of a company) or has been offered the position of a member or director (as appropriate) in a member firm; (iii) the applicant is a fit and proper person to be granted general affiliate status and is certified to be such by at least two other members. Without prejudice to the generality of the foregoing the following shall be

3 regarded as events giving rise to a presumption that an applicant is not fit and proper and therefore unsuitable to be granted general affiliate status: (a) that he is or has been bankrupt or entered into an individual voluntary arrangement; (b) that he has, individually or as a partner, made an assignment by reason of insolvency of some or all of his assets for the benefit of his creditors; (c) that he has made any arrangement or entered into a composition with his creditors to satisfy his debts, whether by resolution of his creditors or court order or under any deed or other document by reason of insolvency; (d) that he is a partner in a firm which: (i) has had a winding-up order made against it on grounds of insolvency; or (ii) has made a proposal to enter into a voluntary arrangement on grounds of insolvency, or has entered into such a voluntary arrangement; or (iii) has had an administration order made against it on grounds of insolvency; or (iv) has had a receiver appointed by a creditor or by a court on the application of a creditor; (e) that he is a member of a limited liability partnership or director of a company which: (i) has been the subject of an effective resolution passed by the shareholders (or in the case of a limited liability partnership, by its members) for it to be wound up or has had a winding-up order made against it on grounds of insolvency; or (ii) has made a proposal to enter into a voluntary arrangement on grounds of insolvency, or has entered into such a voluntary arrangement; or (iii) has had an administration order made against it on grounds of insolvency; or (iv) has had a receiver appointed by a creditor or by a court on the application of a creditor; (f) that he has had an adverse finding of a disciplinary nature made against him by any professional or regulatory body; (g) that he has been removed on the ground of misconduct from the office of liquidator, trustee, receiver, receiver and manager, administrative receiver, administrator or supervisor of a voluntary arrangement; (h) that he has been the subject of a Disqualification Order under the Company Directors Disqualification Act 1986 or under the Insolvency Act 1985 or 1986; (i) that he has been found to have knowingly and wilfully in relation to the conduct of insolvency as an Office Holder or potential Office Holder infringed the requirements of the Companies Act 1985 or the Insolvency Act 1986, or the Bankruptcy (Scotland) Act 1985 or any equivalent predecessor legislation, and/or any subordinate legislation including any Rules, Regulations or Orders, as from time-to-time reenacted or amended and equivalent legislation in Northern Ireland (i.e. the Insolvency (Northern Ireland) Order 1989 and its subordinate legislation); (j) that he has pleaded guilty to or been found guilty of any indictable offence in England and Wales or to any comparable offence elsewhere; (iv) the applicant has completed a form of undertaking in the terms set out in the Schedule to these regulations or in a form approved by the Investigation Committee; (v) the applicant is able to demonstrate appropriate and relevant experience of accountancy or of a related discipline or has one or more of the following qualifications: (a) Membership of the Association of Chartered Certified Accountants; (b) Membership of the Chartered Institute of Management Accountants;

4 (c) Membership of the Chartered Institute of Public Finance and Accountancy; (d) Membership of the Chartered Institute of Taxation; (e) Membership of the Institute of Management Consultants; or (f) Membership of the Association of Accounting Technicians. 16 Sub-paragraph (v) of Regulation 15 shall not apply to an applicant for general affiliate status who is a director of a member firm engaged in public practice which has been incorporated in the Isle of Man or Singapore and which has only two directors, provided that one director is a Chartered Accountant and holds more than 50 per cent of the voting rights in the Board of Directors, committee or other management body. For the avoidance of doubt all other requirements of these Regulations apply to Isle of Man and Singapore incorporated bodies in the same way as they apply to bodies incorporated elsewhere. 17 A general affiliate shall pay such annual subscription as the Council may determine from time-to-time. 18 The Investigation Committee may delegate to any member of the Institute s staff or to any committee or subcommittee of the Institute power to take any decision under these regulations which it is empowered to take other than the power to amend or repeal them. 19 The Investigation Committee may at any time withdraw general affiliate status from an individual if: (i) it considers that he is no longer a fit and proper person; (ii) he has ceased to be engaged, or to be entitled to engage in accountancy or a discipline relevant to the profession of Accountancy; (iii) the member firm of which he is a partner, member or director (as appropriate) has ceased to be a member firm; (iv) he has ceased to be a partner, member or director (as appropriate) in the member firm to which his affiliate status related; (v) he has failed to comply with any restriction or condition imposed on him with the authority of the Institute; (vi) he has failed to pay the annual subscription within 30 days of the due date; (vii) he has breached or not complied with any applicable requirement of the Royal Charter, Supplemental Charter, Bye-laws or Regulations of the Institute; (viii) it is satisfied that any information provided in support of an application for general affiliate status was false or misleading whether or not knowingly so. 20 A general affiliate may tender his resignation by notice in writing to the Chief Executive and on its acceptance by the Investigation Committee, but not until then, he shall cease to be a general affiliate. 21 The Investigation Committee may impose restrictions or conditions at the time of grant of general affiliate status, or at any time thereafter, if it considers it appropriate to do so. 22 A general affiliate or an applicant for general affiliate status must provide details in writing within 14 days of any change to information provided by him in an application for general affiliate status. 23 Any notice or other document required to be served on a general affiliate may be sent by pre-paid post to him at his registered address or at his last known or usual place of residence or business. 24 Any notice or other document required under these regulations to be served by a general affiliate shall be sent to the ICAEW, Metropolitan House, 321 Avebury Boulevard, Milton Keynes, MK9 2FZ. 25 The regulations made by the Council on 2 October 1991 and subsequently amended and entitled Regulations Governing the Use of the Description Chartered Accountants (the 1991 Regulations) shall cease to have effect save to the extent necessary for any disciplinary purpose from the date that these regulations take effect.

5 26 These regulations shall not affect the validity of any dispensation previously granted to a member firm under the authority given by the Council on 3 December 1997 (allowing a lesser percentage than 50 per cent of Chartered Accountant directors), subject to such a firm otherwise complying fully with these regulations. 27 These regulations shall apply to any person who immediately prior to these regulations taking effect was an affiliate by virtue of the 1991 regulations and who shall while he is subject to these regulations be referred to as a general affiliate.

6 SCHEDULE Part I Form of Application APPLICATION TO BECOME A GENERAL AFFILIATE 1 Firm details Firm name Firm number Firm address Postcode Phone Fax Firm s address Please enclose a copy of the firm s proposed letterhead

7 2 Applicant s details Title (Mr, Mrs, Ms, Dr, etc) Last name First names Designatory letters (see Section 3) Date of birth DD MM YYYY Home address Postcode Daytime phone number Fax Applicant s address Has the Institute previously granted you affiliate or non-member status? For example, audit affiliate, DPB affiliate or insolvency affiliate status. Yes No If Yes, please give details. If your application is successful, when would you like your status as a general affiliate to start? DD MM YYYY 3 Applicant s professional qualifications and relevant experience If you are a member of ACCA, CIMA, CIPFA, CIT, IMC, or AAT, you do not need to fill in this section. All other applicants Please give details of any qualifications you hold which you consider relevant to the work of an accountancy practice: name of qualification; date of qualification; name, address and telephone number of awarding body; your membership number. Please give details of your experience in accountancy and any other areas which you consider to be relevant to the work of an accountancy practice: name and address of entities within which you gained this experience; your role and responsibilities within the entity; dates, etc. Please attach a separate sheet if necessary.

8 4 Applicant s confirmations and undertakings 1 I, the undersigned, hereby apply to the Institute of Chartered Accountants in England and Wales to be accepted as a general affiliate under the Regulations governing the use of the description Chartered Accountants and to general affiliates of the Institute of Chartered Accountants in England and Wales (Members Handbook, Section 6.3). 2 I certify that the information given in this application is correct and I confirm that: a I have never been declared bankrupt or subject to an individual voluntary arrangement under the Insolvency Act 1986 or any other arrangement or composition with creditors nor to a deed of arrangement or an assignment by reason of insolvency of my assets for the benefit of my creditors, nor have I been a partner in a firm or director of a corporate body which has been the subject of insolvency proceedings; b I have not been the subject of an adverse disciplinary finding made against me by any professional or regulatory body; c I have not been removed for misconduct from the office of liquidator, trustee, receiver, receiver and manager, administrative receiver, administrator or supervisor of a voluntary arrangement; d I have not been the subject of a disqualification order under the Company Directors Disqualification Act 1986 or under the Insolvency Act 1985 or 1986; e I have not been found to have knowingly and wilfully in relation to the conduct of an insolvency or as an office holder or potential office holder infringed the requirements of the Companies Act 1985 or the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 1985 or any equivalent predecessor legislation, including any subordinate legislation including any rules, regulations or orders, as from time to time re-enacted or amended, any equivalent legislation in Northern Ireland (ie the Insolvency (Northern Ireland) Order 1989 and its subordinate legislation); and f I have not pleaded guilty to, or been found guilty of, any indictable offence in England or Wales, nor have I pleaded guilty to, or been found guilty of, a comparable offence elsewhere. 3 I undertake that, if accepted as a general affiliate, I will comply with the Charter, Supplemental Charter, the Principal Bye-laws, the Disciplinary Bye-laws and Regulations which, at the time of acceptance or thereafter, are in force. In particular, I will: a observe and uphold the ethical and professional standards of the Institute; b perform faithfully and promptly any service that I am retained or employed to undertake in my professional capacity; c provide promptly and willingly all such information and assistance as I am able, if asked to do so by the Institute in pursuance of its duties; and d pay any fee required by the Institute of Chartered Accountants in England and Wales. 4 I understand that I shall not be entitled to call myself a chartered accountant and that general affiliate status does not confer any rights, acknowledgements, status or designatory letters on a general affiliate nor entitle a general affiliate to be publicly represented as having such.

9 5 I acknowledge and agree that if I am accepted as a general affiliate, I shall be subject to the disciplinary procedures of the Institute for any failure to comply with its bye-laws or regulations or to fulfil the undertakings in this application or any false or misleading statement made in this application. 6 I acknowledge that my general affiliate status will be withdrawn if the firm ceases to be a member firm or if I cease to be a principal in the member firm to which my general affiliate status relates. Signature Full name Date 5 Sole practitioners please complete this section if you intend to take the applicant into partnership I am a chartered accountant and sole practitioner. I confirm that the applicant for general affiliate status will, subject to his/her application being approved, become my partner. I confirm that the information provided by him/her in this form is true to the best of my knowledge and belief and that he/she is a fit and proper person to become a general affiliate of the Institute. I confirm that, in accordance with regulation 4, more than 50% of the rights to vote on all or substantially all matters at meetings of the partnership are held by myself. Signature Full name Date Firm name Firm address Confirmation by another member As a sole practitioner or sole director taking a non-member into partnership, you will need to obtain confirmation from another member that the prospective general affiliate is fit and proper. The person giving this confirmation should sign below. If you do not know another chartered accountant, please ask another qualified accountant (for example, an ACCA or CTA member) to give this confirmation. I am a chartered accountant and confirm that the applicant is known to me and that, to the best of my knowledge and belief, the information provided by him/her in this form is true and that he/she is a fit and proper person to become a general affiliate of the Institute. Signature

10 Full name Member number Date Address 6 Other firms or companies please complete this section if you are not a sole practitioner and intend to take the applicant into partnership We are chartered accountants and are partners in, or members/directors of, the firm/limited liability partnership/company referred to in this application. We confirm that the applicant for general affiliate status is a partner in, or member/director of the above limited liability partnership/company or, subject to the successful grant of general affiliate status, will be admitted to partnership or become a member/director. We confirm that, to the best of our knowledge and belief, the information given in this form is true and that the applicant is a fit and proper person to become a general affiliate of the Institute. We confirm that: (in the case of a corporate body) 50% or more of the directors are chartered accountants and more than 50% of the aggregate in nominal value of the voting and non-voting shares are held by chartered accountants; or (in the case of a partnership) 50% or more of the partners are chartered accountants and more than 50% of the rights to vote on all or substantially all matters of the partnership are held by chartered accountants; or (in the case of a limited liability partnership) more than 50% of the rights to vote on all or substantially all matters at meetings of the limited liability partnership are held by chartered accountants. Signature of partner/director 1 Full name Member number Date Signature of partner/director 2

11 Full name Member number Date 7 Firm structure a senior principal in the applicant s firm should complete this section Is your firm a corporate entity (for example, a limited company or limited liability partnership)? Yes No Is your firm part of a network or shared branding? Yes No If you have attached a copy of the firm s letterhead, you do not need to give details of all the principals below. If you have not attached a copy of the firm s letterhead, please give details below of all the principals of the firm (ie, statutory directors of limited companies, members of LLPs, partners in partnerships). Please attach a separate sheet if there are more than five principals. Principal s name Chartered accountant? Body (eg, ACCA, ICAS, ICAI) % shares (including type) and % voting rights Yes No Yes No Yes No Yes No Yes No Please give the name and relationship of any associated practice. Name of associated company Nature of relationship

12 A senior principal in the applicant s firm should read and sign the declaration below. I confirm that the information given above is, to the best of my knowledge, true and discloses all information relevant to the application for general affiliate status. I understand that the Institute will not accept any liability for loss arising out of the processing of this application. Signature Full name Member number Date The Institute of Chartered Accountants in England and Wales takes data protection very seriously. The personal data is being collected to process your application to become a general affiliate. Information may be passed within the Institute of Chartered Accountants in England and Wales but will not be passed to third parties outside the Institute. If you require further information about the Institute s data protection arrangements, please contact the Data Protection Co-ordinator, The Institute of Chartered Accountants in England and Wales, Metropolitan House, 321 Avebury Boulevard, Milton Keynes, MK9 2FZ. Checklist: If you are an ACCA member, do you hold an ACCA practising certificate?yes / No Please provide a letter from the ACCA to confirm that you hold a current ACCA practising certificate or an ACCA practising certificate and audit qualification. Application form completed and signed Copy of proposed letterhead Cheque for payable to Chartac (call +44 (0) for fee details) Do you require a receipt for fees paid? Yes / No

13 Please return this form to: General Affiliates Finance Department The Institute of Chartered Accountants in England and Wales Metropolitan House 321 Avebury Boulevard Milton Keynes MK9 2FZ For office use only Firm number Office number General affiliate number Practising certificate Yes No Membership check with parent body Yes No Date payment received Checked by Batch number Copy to PSD for addition as non-member Yes No Use of the description Chartered Accountants To be read in conjunction with Members Handbook, Sections 2.1, 6.3 and 9.3, and helpsheet 11, Use of the description chartered accountants, which explains the conditions and restrictions governing the use of the title. Introduction The regulations governing the use of the description Chartered Accountants are published in the Members Handbook, Section 6.3. The regulations prescribe the conditions which firms that are not wholly comprised of chartered accountants must fulfil if they want to use the description Chartered Accountants. Practice descriptions

14 Both unincorporated and corporate practices may use the description Chartered Accountants if, on a head count, at least 50% of the principals (partners or directors) are members of this Institute or of the other bodies specified below and more than 50% of the management/voting control of the practice is in their hands eg in a 4-partner mixed firm, 2 of the partners must be chartered accountants and they must control more than 50% of the management votes of the practice. The term Chartered Accountant means a member of this Institute or one of the following bodies: The Institute of Chartered Accountants of Scotland The Institute of Chartered Accountants in Ireland The Institute of Chartered Accountants in Australia The Canadian Institute of Chartered Accountants The South African Institute of Chartered Accountants The Institute of Chartered Accountants of Zimbabwe The Institute of Chartered Accountants of New Zealand. Non-members Non-member principals who are not already affiliates under the Institute s DPB arrangements, Audit Regulations or Insolvency Licensing Regulations have to submit an application for general affiliate status and provide an undertaking (attached) binding themselves to observe the Institute s bye-laws, ethical code, and regulations. Responsibility for filling in this application and form of undertaking rests with the practice. The practice should notify the Institute of any subsequent changes to its structure. The committee responsible for considering the application for general affiliate status will need to be satisfied that: (a) the applicant is or has been offered the position of a principal in a practice. (b) the applicant is a fit and proper person and is certified by at least two members. (c) the applicant has completed a form of undertaking. (d) the applicant is able to demonstrate appropriate and relevant experience of accountancy or of a related discipline or holds one or more qualifications as specified in regulation 16(v). A person recognised as a general affiliate does not have any right to use the designatory letters ACA or FCA. Fit and proper In brief, under regulation 16(ii), the non-member seeking affiliate status will be presumed not to be a fit and proper person if he/she: (a) is or has been formally insolvent, individually or as a partner; (b) is a partner in a firm which is or has been formally insolvent; (c) is a director of a body corporate engaged in public practice which is or has been formally insolvent; (d) has been subject to an adverse disciplinary finding by a professional or regulatory body; (e) has been removed from an insolvency appointment on the grounds of misconduct; (f) has been disqualified as a company director; (g) has intentionally infringed legislation in relation to the conduct of an insolvency as (or as proposed as) an office holder; or (h) has pleaded guilty to or been found guilty of any indictable offence.

15 General affiliates under previous regulations Non-members who were affiliates by virtue of the 1991 regulations (and subsequent amendments) do not need to reapply and will continue to be regarded as affiliates as long as they are subject to the regulations. Letterheads Any practice which is not wholly comprised of chartered accountants must ensure that its letterhead is not misleading. In particular, chartered accountants should be distinguished from non-chartered accountants by the use of designatory letters or otherwise. For full details on the names and letterheads of practising firms, please refer to the Members Handbook, Section 9.3 and helpsheet No 6, Practice Names and Letterheads. Members of overseas chartered accountancy bodies should state in full the country of origin of their qualification, for example, CA (South Africa), ACA (Australia). *An applicant for general affiliate status who is a director in a member firm comprising of only two directors and incorporated in the Isle of Man does not have to demonstrate appropriate and relevant accountancy (or other related discipline) experience or qualifications.