l .
TIZE ATTOIZNEY GENERAL.
OF TEXAS
January 14, 1970
Honorable L. Ludwell Jones Opinion No. M-556
Chairman
State Board of Public Accountancy Re: Effect of Article 1528e,
Perry-Brooks Building Vernon's Civil Statutes,
Austin, Texas 78701 the Texas Professional
Corporatlons Act, upon the
administration of the Public
Accountancy Act of 1945,
Dear Mr. Jones: Art. 41-A, V.C.S.
In your recent letter to this office, you requested an
opinion on the following questlons, to wit:
1. Whether the Texas Professional Corpora-
tion Act, Acts 1969, 61st Legislature, Regular
Session, Chapter 779, page 2304, which became
state law on January,l, 1970, has the effect of
repealing
Section 8(a) (c) (e).
. .- (f).
. ~- (h),
.
Section lOfc!.
,~,_ fd!.
. .i
Section 21 and
Section 221a),
of the Public Accountancy Act of 1:9457 (Article
4la, Vernon’s Civil Statutes)
2. You also requested an opinion as to
whether there are any other conflicts between
the two Acts.
3. You further enclosed a copy of the Rules
of Professional Conduct of the State Board of
Public Accountancy and requested that this office
review these rules with special attention directed
to Rule 10, and advise you if any of these rules
are In conflict with the new Professional Corpora-
tion Act.
You are advised that in answer to question No. 1, the
only parts of the Public Accountancy Act of 1945 which are in
effect repealed are all of Section 8(f), Section 10(c), in part,
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Hon. L. Ludwell Jones, page 2 (M-556)
and Section 21, In part, hereinafter set out.
“Section 8(f) . No corporation shall
assume or use the title or designation ‘cer-
tified public accountant,’ or ‘public accountant,’
nor shall any corporation assume or use the title
or designation ‘certified accountant,’ ‘chartered
accountant, ’ ‘enrolled accountant,’ ‘licensed
accountant, ’ ‘registered accountant,’ or any
other title or designation likely to be confused
with ‘certified public accountant’ or ‘public
accountant, ’ or any of the abbreviations ‘CPA,’
‘PA,’ ‘EA,’ IRA,’ or ‘LA,’ or similar abbrevla-
tions likely to be confused with ‘CPA.’ If a
corporation was registered under Section 10 of
the Public Accountancy Act of 1945, prior to
November 1, 1945, and holds a live permit under
Section 9 hereof, it may use the same deslgna-
tlons applicable to certified public accountants
or public accountants hereinabove set out.”
All of Section 8(f) Is in effect repealed by necessary
implication by Section 8 of the Texas Professional Corporation
Act, which expressly allows a Professional Corporation to adopt
any name that is not contrary to the law or ethics regulating
the practice of the professional service rendered through the
professlonal corporation.
Section 10 of the Public Accountancy Act states:
“The following persons shall be registered
with the Board for the practice of public ac-
countancy in this state:
“(a) . . .
“(b) . . .
“(Cl corporations qualified under Sec-
tion 21 of the Public Accountancy Act of 1945.
Provided, however, that no corporation may
hereafter be created for the purpose of en-
gaging In the practice of public accountancy
within this state after.the effective date of
“(d) . . .”
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. . . -
* .;+ i
c .;
Hon. L. Ludwell Jones, page 3 (M-556)
The last two sentences which are underlined In sub-
section (c) of the above Section are In effect repealed by the
Texas Professional Corporations Act, which allows the creation
of a corporation for the purpose of engaging In the practice of
public accountancy within this State upon a perpetual basis or
for a period stated In the Articles of Incorporation.
“Section 21. A corporation authorized to
engage In the practice of public accountancy in
this-State and-actually engaged In such practice
at the time of the enactment of thi A t
register with the Board as a corpor~tik’e~~~ged
In the practice of public accountancy. Appllca-
tion for such registration must be made upon the
affidavit of an officer of such corporation. The
Board shall In each case determine whether the
applicant Is eligible for registration. A cor-
poration which Is so registered and which holds
a permit issued under this Act may practice
oublic
.-~ ~~~ accountancv under a coroorate name in-
dicatlng that It is engaged In-such practice,
provided It had such corporate name before
the enactment of this Act .” (Emphasis added.)
The underlined portions of the above Section 21 are in
effect repealed by Section 4 of the Texas Professional Corporation
Act, which does not restrict the right to practice public accountancy
to a corporation which actually engaged in such corporate activity
or had such corporate name before the enactment of the Public
Accountancy Act of 1945.
In answer to question NO. 2, you are advised that no
other conflicts are apparent.
In answer to question No. 3, you are advised that Rule
No. 10 is In direct conflict with the Texas n?ofessional Corpora-
tion Act. No other conflicts are found.
SUMMARY
All of Section 8(f) of the Public Accountancy
Act of 1945, Article &la, V.C.S., the last two
sentences of Section 10(c), . . . “Provided, how-
ever, that no corporation may hereafter be created
for the purpose of engaging in the practice of
public accountancy within this state after the
effective date of this Act. No corporate charters
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‘.
Hon. L. Ludwell Jones, page 4 (M-556)
or corporate permits shall be renewed one (1)
year after the effective date of this Act"
. . ., and the two clauses of Section 21, which
read, "and actually engaged In such practlze at
$he time of the enactment of this Act. . . and
provided it had such corporate name before
&e'eAactment of this Act", were the only parts
of, said Acts which were in effect repealed on
January 1, 1970, when the Texas Professional
Corporation Act (Article 1528e, V.C.S.) became
law. Rule No. 10 of the:Rules of Professional
Conduct of the State .Board of .Publlc Accountancy
is in conflict with the Texas Professional Coti-
poration Act.
Prepared by Sam L. Jones, Jr.
Assistant Attorney General
APPROVED:
OPINIONCOMMI!M'EE
Kerns Taylor, Chairman
Alfred Walker, Co-Chairman
Austin C. Bray, Jr.
Scott Garrison
Ralph Rash
James Quick
MEADEF, ORIFFIN
Staff Legal Assistant
NOLAWRITE
First Assistant
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