Questions and Answers pages:
|Registration of a corporate practice|
|Q1.||What is a corporate practice?|
In July 1995 the Professional Accountants (Amendment) Ordinance 1995 and the Companies (Amendment) (No. 2) Ordinance 1995 were passed to enable CPA practices in Hong Kong to practise as limited companies and partnerships. These laws became effective on 2 August 1996.
|With the enactment of the legislation enabling CPAs (practising), i.e. practising certificate holders, to practise as limited companies, the personal assets of the auditors who are not personally negligent will be protected from unsatisfied negligence claims against the practice. However, incorporation may not limit the liability of an auditor arising from his own professional negligence.|
|Q2.||What is professional indemnity insurance?|
Under the corporate practices (professional indemnity) rules, each corporate practice shall have a valid and binding contract of professional indemnity insurance under the professional indemnity insurance master policy of the Institute. Any additional binding contract of professional indemnity insurance is required to ensure compliance with the minimum requirements set out in the rules.
At present, the professional indemnity insurance master policy is administered by the sole insurance broker, Aon Hong Kong Limited. Institute members are welcome to call Aon’s hotline at (852) 2861-6574 or (852) 2861-6534 during 10 a.m. and 5 p.m. from Monday to Friday (except public holidays) to ask for a quotation or more information about the master policy.
|Registered CPA firms of the Institute may also subscribe to the master policy according to their needs.|
How can we apply for the registration of a corporate practice?
Please refer to the latest application procedures for details.
|Q4.||What are the guidelines for registration of non-personalized (trading) name?|
|Ans.||Under the current policy, a proposed trading name will not be approved if, in the opinion of the council, it is:|
|(c)||not of professional good taste and is inconsistent with the image of the profession; or|
in conflict with the ethical rules of the Institute, in particular section 450 - Practice promotion of the Code of Ethics for Professional Accountants.
|Maintain the registration of a corporate practice|
|Q1.||Our corporate practice was registered before the new Companies Ordinance (Cap. 622) ("CO") came into operation on 3 March 2014 and has adopted the Institute's Model Memorandum & Articles of Association ("M&A") for corporate practices. Do we need to amend our M&A to conform to the new CO?|
|Ans.||The Institute has issued a Model Articles of Association ("AA") for corporate practices that conforms to the new CO. The Model AA is applicable to corporate practices which are incorporated on or after 3 March 2014. For corporate practices incorporated before 3 March 2014, the Institute does not require them to adopt the Model AA since the new CO contains deeming provisions such that their existing M&A should continue to be effective.|
|Q2.||What should we do to update the Institute with our new registered office address?|
Please complete and return a form RCP-3A along with supporting documents to the Institute's Admission Department for processing.
|Q3.||I am the managing director of a multi-practising corporate practice. I will become the sole director/ shareholder of my practice after the resignation of the existing practising member director in next month. Please advise what are the updating procedures required for such change.|
|Ans.||You are required to file:-|
|Form RCP-3A – notification for change of particulars of a corporate practice along with supporting documents to inform the Institute of details of the outgoing practising member director|
|Form RCP-3B – application for change of particulars of a corporate practice along with a draft articles of association to apply for change of articles of association consequent to change of registration status of your practice from multi-practising to sole-practising|
for consideration and approval by the Institute’s registration & practising committee and council.
|Q4.||Can we authorize our staff to sign on behalf of our corporate practice?|
As defined in rule 3(a) of the corporate practices (registration) rules , "authorized person" means a practising member who has been duly authorized by the board of directors of a sole practising corporate practice and approved by the council to practise as a certified public accountant or public accountant (as the case may be) in the name of the sole practising corporate practice in the event of death or incapacity or disqualification or involuntary absence of the sole practising member for such period and subject to such conditions as the council may impose.
|As such, only a sole practising corporate practice may apply to register an authorized person with the Institute by a completed form RCP-3B to the Institute's council for consideration.|
Our practice was newly registered in April this year. Please advise when and how we can renew our corporate practice registration.
Under the Professional Accountants Ordinance ("PAO"), irrespective of the date of registration of your practice with the Institute, your registration will expire on 31 December this year. Renewal notice will be sent to your registered office in November. You may renew online at the Annual Renewal section in our website which requires the practice's login ID/ password, or send your annual fee and signed declarations to the Institute for processing. Please refer to our website for details of the latest renewal requirements.
Until you have renewed your registration for the next calendar year, no statutory audit reports shall be issued under the name of your practice as from 1 January next year, since your current corporate practice registration expires on 31 December this year.
|Q6.||How can we deregister a corporate practice?|
Under section 50 of the PAO, a corporate practice may apply for deregistration of your practice by completing and returning a form RCP-2 along with (i) a certification note from Aon Hong Kong Limited confirming that a run-off cover has been arranged under the corporate practices (professional indemnity) rules, and (ii) a signed copy of a special resolution of the practice to apply for removal of the company from the Institute’s register of corporate practices, to the Institute for consideration by the registration & practising committee and council.
|Q1.||Where can I obtain a full list of CPA practices in Hong Kong?|
A copy each of the Institute's registers of CPA firms and corporate practices are available for public inspection during office hours at the Institute's service counter at 27th floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong.
The Hong Kong CPA Practice Directory (including both CPA firms and corporate practices) is available in this website.
|Lists of practising certificate holders and CPA practices are published annually in the government gazette. You may check the government website.|
Last update on 7 Sep 2018