BILL 52
Chartered Professional Accountants Act
WHEREAS the Society of Management Accountants of New Brunswick, the Certified General Accountants Association of New Brunswick and the New Brunswick Institute of Chartered Accountants pray that it be enacted as hereinafter set forth;
AND WHEREAS it is desirable, in the interests of the public to amalgamate and continue the Society of Management Accountants of New Brunswick, the Certified General Accountants Association of New Brunswick and the New Brunswick Institute of Chartered Accountants as a body corporate for the purpose of advancing and maintaining the standard of professional accounting and auditing carried on in New Brunswick, for governing and regulating members offering services as accountants and auditors and providing for the interests of the public and the profession;
THEREFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:
PART I – INTERPRETATION
1 The following definitions apply in this Act.
“approved school” or “program” means a course of study, program or school approved by the Board pursuant to the by-laws or rules for the purpose of offering accounting, auditing and other courses or education programs required to qualify for membership in the CPA New Brunswick and required for offering professional accounting services to the public. (école approuvée)(programme)
“Board” means the board of directors of the CPA New Brunswick constituted under section 4. (Conseil)
“chartered professional accountant” means a person whose name is entered in the register. (comptable professionnel agréé)
“client” means a recipient of the services of a chartered professional accountant. (client)
“Court” means a judge of The Court of Queen’s Bench of New Brunswick. (Cour)
“CPA New Brunswick” means the Chartered Professional Accountants of New Brunswick amalgamated and continued by section 3. (CPA Nouveau-Brunswick)
“custodian” means a person, professional corporation or the CPA New Brunswick appointed pursuant to section 55. (curateur)
“education program” means an education program of any kind approved by the Board and includes such education programs as may be required as qualifications for membership in the CPA New Brunswick, for continued membership in the CPA New Brunswick or for entry in the specialists register. (programme de formation)
“fellow” means a fellow of the CPA New Brunswick designated under the by-laws. (fellow)
“firm” means a sole practitioner or proprietorship, a partnership or a corporation. (cabinet)
“incapacity” means a physical or mental condition, addiction or disorder suffered by a member, of such nature and extent that it is desirable in the interests of the public, the CPA New Brunswick or the member that he or she no longer be permitted to carry on the practice of a chartered professional accountant or that his or her practice be suspended or subjected to conditions, limitations or restrictions. (incapacité)
“incompetence” means acts or omissions on the part of a member in his or her professional duties that demonstrate a lack of knowledge, skill or judgment, or disregard for the interests of a client of such a nature and to such an extent as to render him or her unfit to carry on the practice of a chartered professional accountant or to carry on the practice of a chartered professional accountant without conditions, limitations or restrictions. (incompétence)
“Legacy Bodies” means the Society of Management Accountants of New Brunswick, the Certified General Accountants Association of New Brunswick and the New Brunswick Institute of Chartered Accountants. (organismes fusionnants)
“licence” means a licence issued to a professional corporation pursuant to section 18, the by-laws or rules. (licence)
“member” means a chartered professional accountant and any person whose name is entered in the register, specialists register or in any of the rosters established and maintained pursuant to this Act, the by-laws or rules, and includes for the purposes of applying the provisions of this Act, professional corporation and such persons who are permitted by the Act, by-laws or rules to carry on, in association, partnership or other prescribed arrangements with a chartered professional accountant or professional corporation, the practice of a chartered professional accountant, or such aspects thereof as may be prescribed. (membre)
“multi-disciplinary practice” means an arrangement, in whatever legal form or forms it may take, in which a chartered professional accountant or professional corporation carries on practice in association with one or more members of a recognized society in accordance with such terms, conditions and limitations as may be prescribed. (cabinet multidisciplinaire)
“Practice Inspection Committee” means the committee established by by-law pursuant to paragraph 5(1)(p). (Comité de l’inspection professionnelle)
“practice of a chartered professional accountant” or “practice” means the provision of any professional service usually or ordinarily performed by a chartered professional accountant, whether or not such services are offered to or provided to the public. (activité de comptable professionnel agréé) (activité professionnelle)
“prescribed” means prescribed by by-laws or rules made under or pursuant to this Act by the Board. (réglementaire)
“President” means the person holding the office of President and Chief Executive Officer under subsection 10(1). (président)
“previous Acts” means collectively the Chartered -Accountants Act 1998, chapter 53 of the Acts of New Brunswick, 1998, An Act Respecting The Certified General Accountants’ Association of New Brunswick, chapter 86 of the Acts of New Brunswick, 1986, and the Certified Management Accountants Act 1995, chapter 55 of the Acts of New Brunswick, 1995, as amended. (lois antérieures)
“professional corporation” means a corporation the name of which is entered in the professional corporations register. (corporation professionnelle)
“professional corporations register” means the register kept pursuant to paragraph 11(1)(c). (registre des corporations professionnelles)
“professional misconduct” means a serious digression from established or recognized professional standards or rules of practice of the CPA New Brunswick or the profession and includes a breach of the Rules of Professional Conduct. (faute professionnelle)
“public practice” means those tasks, services and functions as may be prescribed performed by a chartered professional accountant and offered to or provided to the public. (activité publique)
“recognized society” means a professional body within or outside Canada that has been designated as a recognized society under subsection 12(5). (ordre reconnu)
“register” means the register kept pursuant to paragraph 11(1)(a). (registre)
“Registrar” means the person holding the office of Registrar under subsection 10(2). (registraire)
“rosters” means the rosters kept pursuant to paragraph 11(1)(b). (tableaux)
“Rules of Professional Conduct” means the rules established by by-law pursuant to paragraph 5(1)(q). (règles de déontologie)
“specialist” means a chartered professional accountant whose name is entered in the specialists register. (spécialiste)
“specialists register” means the register kept pursuant to paragraph 11(1)(d). (registre des spécialistes)
“student” or “candidate” means a person who is enrolled under the by-laws and rules in a course of study or education program leading to membership in the CPA New Brunswick. (étudiant) (candidat)
2(1) The words “chartered professional accountant”, “comptable professionnel agréé”, “chartered accountant”, “comptable agréé”, “general accountant”, “certified accountant”, “certified general accountant”, “comptable général”, “comptable accrédité”, “comptable licencié”, “comptable général accrédité”, “comptable général licencié”, “registered industrial and cost accountant”, “certified management accountant”, “comptable en management accrédité”, “accountant”, “recognized accountant”, “professional accountant”, “public accountant”, “auditor”, “qualified auditor” or any like words, initials or expressions used alone or in combination with other words or expressions connoting a person recognized by law as a chartered professional accountant or a person entitled to carry on the practice of a professional accountant or auditor or any specialty thereof or connoting a member of the CPA New Brunswick or any of the Legacy Bodies, when used in any provision of an Act of the Legislature or any regulation, rule, order or by-law made under an Act of the Legislature enacted before, at or after the commencement of this Act or when used in any public document, shall be read as including a person whose name is entered in the register, the professional corporations register or the specialists register, as the case may be.
2(2) The terms and phrases “gaap”, “gaas”, “generally accepted accounting principles” and “generally accepted auditing standards”, when used in any provision of an Act of the Legislature or any regulation, rule, order, or by-law made under an Act of the Legislature enacted before, at or after the commencement of this Act or when used in any public document, shall be read as including the standards of professional practice, financial reporting standards, or specified auditing procedures, as the context may require, published by the Chartered Professional Accountants of Canada, as amended from time to time.
PART II – CONTINUATION AND BOARD OF DIRECTORS
3 The Society of Management Accountants of New Brunswick, the Certified General Accountants Association of New Brunswick and the New Brunswick Institute of Chartered Accountants constituted as bodies politic and corporate by the previous Acts are hereby amalgamated and continued as a body politic and corporate without share capital under the name “Chartered Professional Accountants of New Brunswick” and subject to this Act, has the capacity, rights, powers and privileges of a natural person.
4(1) A board of directors consisting of not less than ten directors and not more than twenty directors shall control, govern and manage, or supervise the control, government and management of the business and affairs of the CPA New Brunswick and all aspects of the practice of chartered professional accountants and shall be responsible for the administration of this Act.
4(2) Two directors, who shall not be present or past members of the CPA New Brunswick or any of the Legacy Bodies, shall be appointed by the Board to represent the public.
4(3) The number of directors, their respective terms of office, the manner of their appointment or election and their qualifications shall be established and governed by the by-laws and such by-laws and any rules made may provide for alternate directors, for the filling of vacancies and for the appointment of additional directors to represent the public.
4(4) The powers, duties and operations of the Board are not affected in any way by
(a) the fact that an appointment has not been made pursuant to subsection (2),
(b) the resignation, death or disqualification of a director appointed pursuant to subsection (2), or
(c) the failure, for any reason, of a director appointed pursuant to subsection (2), to attend or participate in any meeting of the Board.
5(1) Unless this Act or the by-laws otherwise provide the Board may by resolution make, amend or repeal any by-laws regulating the business and affairs of the CPA New Brunswick and the practice of chartered professional accountants, and without restricting the generality of the foregoing,
(a) governing and regulating
(i) the admission, suspension, expulsion, removal, discipline and reinstatement of members, the conditions precedent to membership in the CPA New Brunswick, the conditions for continued membership in the CPA New Brunswick, and
(ii) the registration and renewal, suspension, cancellation, and reinstatement of registration and membership of chartered professional accountants and the licensing of professional corporations, including the imposition of limitations, restrictions or conditions on any registration, membership or licence issued or granted pursuant to this Act;
(b) establishing one or more categories of
(i) membership, including a category of members known as fellows of the CPA New Brunswick, and determining the rights, privileges and obligations of the members of each category, and
(ii) auxiliaries or certificate holders and determining the rights, limitations, privileges and obligations of and respecting such persons;
(c) creating and organizing local branches, regions, chapters or other subsections of the CPA New Brunswick and governing the management of such subsections;
(d) approving schools, persons, organizations or institutions authorized to offer courses, courses of study or education programs leading to membership in the CPA New Brunswick and establishing terms and conditions for approval or continued approval of such schools, persons, organizations or institutions, including basic standards of curricula;
(e) authorizing the making of agreements or cooperative arrangements and the affiliation with any institution, organization or professional body in any jurisdiction;
(f) providing for the election or appointment, removal and remuneration of and establishing the powers and duties of officers of the Board and officers, officials, employees and agents of the CPA New Brunswick or the Board;
(g) creating and governing committees for the carrying out of the business and affairs of the Board and the CPA New Brunswick and for regulating and governing the practice of chartered professional accountants;
(h) delegating to officers, officials, employees or committees any of the duties, powers and privileges of the Board, except the power to make, amend or repeal by-laws;
(i) fixing, governing and regulating the quorum, time, place, calling and conduct of annual, special and general meetings of the CPA New Brunswick, the Board and committees of the CPA New Brunswick or the Board, establishing the method of voting, including voting by mail, proxy voting, delegate voting or other means at such meetings and establishing the qualifications of persons entitled to vote thereat;
(j) developing, establishing, defining, maintaining and administering standards
(i) for continuing professional development and education and the participation therein of members,
(ii) for the practice of chartered professional accountants,
(iii) of professional ethics and conduct for chartered professional accountants,
(iv) of education and experience for the general or specialized practice of chartered professional accountants, including standards for specialty courses leading to qualification as a specialist, and
(v) required for a chartered professional accountant to engage in public practice;
(k) respecting and governing the management and disposition of trust, charitable or benevolent funds committed to the care of the CPA New Brunswick or any firm, prescribing the books, records and accounts to be kept by the CPA New Brunswick or any firm with respect to such funds and providing for the audit of the same;
(l) setting the fiscal year of the CPA New Brunswick and determining the place where the head office of the CPA New Brunswick shall be located;
(m) determining the aspects, subjects or matters of the business and affairs of the CPA New Brunswick and the practice of chartered professional accountants that may be regulated and governed by rules of the Board;
(n) prescribing, governing and regulating
(i) the educational, experience and other qualifications and standards required of students and candidates,
(ii) the duties, tasks, services and functions that may be performed by students and candidates and the conditions under which they may be performed,
(iii) methods of and requirements for the enrollment of students and candidates and for the suspension, restriction or cancellation of the same,
(iv) the discipline of students and candidates, and
(v) the duties, tasks, services and functions that students and candidates are prohibited from performing;
(o) establishing and defining classes of specialists in the branches or fields of the practice of chartered professional accountants, and
(i) directing the Registrar to keep or cause to be kept the specialists register contemplated by paragraph 11(1)(d),
(ii) dividing the specialists register into parts representing the classes or branches of specialists as defined by by-law,
(iii) prescribing the qualifications required for registration in the specialists register,
(iv) providing for the renewal, cancellation, suspension, revocation and reinstatement of any registration in the specialists register and providing for the imposition of limitations, restrictions or conditions on any specialist’s registration,
(v) providing for the regulation and prohibition of the use of terms, titles, initials or designations indicating specialization in any branch or field of the practice of chartered professional accountants, and
(vi) prescribing the duration of registrations in the specialists register;
(p) in respect of a Practice Inspection Committee,
(i) establishing, maintaining, governing and regulating a Practice Inspection Committee including the establishment of panels of the Committee to act for and carry out and exercise all the duties and powers of the Committee and providing the Committee with such powers as are necessary or desirable, including the powers set out in paragraphs 39(7)(b), (c) or (d) and section 40, to permit the Practice Inspection Committee, at the request of the Board, to inquire into, investigate, review, inspect and report to and advise the Board in respect of
(A) the practice of chartered professional accountants generally,
(B) the practice of any member or professional corporation, and
(C) such other matters as may be assigned to it by the Board from time to time, and
(ii) providing for the payment to the CPA New Brunswick of the costs of conducting an inspection, investigation or review of the practice of a member or professional corporation by the member or professional corporation that is the subject of such inspection, investigation or review;
(q) developing, establishing, adopting, maintaining and administering Rules of Professional Conduct prescribing the standards of fitness, ethics, moral character and conduct of members, students, candidates and professional corporations;
(r) respecting custodians appointed pursuant to section 55;
(s) regulating and governing advertising by members;
(t) respecting and regulating professional liability insurance for members and professional corporations including requiring such insurance for all or certain classes or categories of members and professional corporations;
(u) determining the methods of collection of all membership, registration or licence fees, dues, assessments or costs payable to the CPA New Brunswick;
(v) defining any terms used in this Act, including the phrases “public practice”, “public accounting”, “public auditing”, “practice of public accounting” and “practice of public auditing” for the purposes of this Act; and
(w) respecting and governing such other subjects, matters and things as the Board considers necessary or appropriate to administer this Act or to advance or protect the interests of the public, the CPA New Brunswick or the members.
5(2) All by-laws shall not be effective until approved at an annual or special meeting of the members of the CPA New Brunswick or by such other method of voting or approval by members as may be prescribed.
6 Unless this Act or the by-laws otherwise provide, the Board may by resolution make any rules not contrary to the by-laws regulating any of the aspects, subjects or matters of the business or affairs of the CPA New Brunswick and the practice of chartered professional accountants and any such rule shall be valid, binding and effective from the date of the resolution of the Board enacting such rule.
7 No act or thing done in reliance on, or right acquired under or pursuant to, a by-law or rule that is subsequently repealed or amended shall be prejudicially affected by such repeal or amendment.
8 The Regulations Act, chapter 218 of the Revised Statutes, 2011, does not apply to the CPA New Brunswick or any by-law, rule, or resolution made by the CPA New Brunswick or the Board but all the by-laws and rules of the CPA New Brunswick or the Board shall be available for inspection by any person at the head office of the CPA New Brunswick at all reasonable times during business hours, free of charge.
9(1) There shall be an executive committee of the Board, composed of members of the Board, that, between meetings of the Board or at such other times as may be prescribed, may carry out any of the duties and exercise any of the powers and privileges of the Board, and the executive committee shall carry out such other duties as may be assigned to it from time to time by the Board, the by-laws or the rules.
9(2) The number of members of the executive committee, their respective terms of office, the manner of their appointment or election and their qualifications shall be established and governed by the by-laws.
10(1) The Board shall appoint a President of the CPA New Brunswick who shall hold office during the pleasure of the Board, who shall act as the Chief Executive Officer of the CPA New Brunswick and who may designate persons to act on his or her behalf.
10(2) The President shall appoint a Registrar who shall hold office during the pleasure of the President.
10(3) The offices of President and Registrar may be held by one person at the same time.
10(4) The President shall at all times be subject to the directions of the Board.
10(5) The Board shall by resolution, when it deems it advisable, determine, establish, amend and set all fees, dues and assessments payable to the CPA New Brunswick by members, professional corporations, students, candidates or other persons, whether payable annually or otherwise, including any additional fees, dues or assessments to be paid by members or professional corporations engaged in public practice and shall provide for the collection thereof.
PART III – REGISTRATION AND MEMBERSHIP
11(1) The Registrar shall keep or cause to be kept
(a) a register in which shall be entered the name and address of every person who has met the qualifications for registration as a chartered professional accountant pursuant to this Act, the by-laws and the rules and is thereby entitled to carry on the practice of a chartered professional accountant in the Province and the register may be divided into parts for categories of membership in accordance with the by-laws;
(b) rosters of members in which shall be entered the name and address of every person who is entitled to membership in any category of membership established by the by-laws, other than persons whose names are entered in the register, professional corporations register or specialists register;
(c) a professional corporations register in which shall be entered the name and address of every professional corporation permitted to carry on the practice of a chartered professional accountant pursuant to the Act, the by-laws or the rules, and the names and addresses of the officers and directors of such corporations; and
(d) when directed by the by-laws, a specialists register in which shall be entered the name, address, qualifications and specialty of every chartered professional accountant who is entitled to be registered in the specialists register pursuant to the Act, the by-laws or the rules.
11(2) A list of the names of persons who are registered with the CPA New Brunswick shall be open for inspection by any person at the head office of the CPA New Brunswick at all reasonable times during regular business hours, free of charge, but any officer or employee of the CPA New Brunswick may refuse any person access to or the privilege of inspecting the said list if there is cause to believe that such person is seeking access or inspection primarily for commercial purposes or purposes unrelated to the practice of a particular chartered professional accountant or professional corporation.
12(1) Any person whose name is entered in the register shall, subject to any conditions, limitations or restrictions set out in his or her certificate of registration or membership or in the by-laws or rules, be entitled to engage in and carry on the practice of a chartered professional accountant in the Province, to engage in and carry on the practice of public accounting and public auditing in the Province, to demand and recover in any court of law with full costs of suit, reasonable charges for professional and other services rendered by him or her or on his or her behalf by another person and his or her charges for supplies, goods, materials or things rendered or supplied to any person and, subject to any conditions, limitations or restrictions set out in the by-laws or rules, is entitled to hold himself or herself out as a chartered professional accountant and use the designation “chartered professional accountant”, or “comptable professionnel agréé” or the initials “CPA” indicating that he or she is a chartered professional accountant.
12(2) A corporation that has its name entered in the professional corporations register, subject to any conditions, limitations or restrictions as may be prescribed or set out in its licence, shall be entitled to carry on the practice of a chartered professional accountant and to demand and recover in any court of law with full costs of suit, reasonable charges for services performed or rendered on its behalf and in its name by a chartered professional accountant or other person, and its charges for supplies, goods, materials or things rendered or supplied to any person.
12(3) Any person who is enrolled as a student or candidate may perform the duties, tasks, services and functions constituting part of the student’s or candidate’s course of study, subject to such conditions, limitations and restrictions as may be prescribed.
12(4) Any chartered professional accountant whose name is entered in the specialists register shall be entitled to practise the specialty or specialties for which he or she is registered and no other specialties, subject to any conditions, limitations or restrictions as may be prescribed and to use such names, designations and titles in connection with his or her practice as may be prescribed.
12(5) The Board may from time to time prescribe as recognized societies particular professional bodies within or outside Canada which have
(a) educational, practical experience and examination requirements for membership, and
(b) professional standards and requirements for admission to and continuance of membership,
applicable to the particular profession which are acceptable to the Board.
12(6) The Board may at any time remove the designation of a particular professional body made pursuant to subsection (5).
12(7) The Board may from time to time make by-laws and rules respecting multi-disciplinary practices and permitting persons who are members of a recognized society to engage in the practice of their particular profession in association with chartered professional accountants and professional corporations in accordance with such terms, conditions and limitations as may be prescribed.
12(8) The Board may from time to time make by-laws and rules permitting, governing and regulating the terms and conditions by which chartered professional accountants and professional corporations may carry on the practice of a chartered professional accountant through or by means of a limited liability partnership.
13 No person shall act as a chartered professional accountant or hold himself or herself out as a chartered professional accountant, except in accordance with the Act, by-laws and rules.
14 No chartered professional accountant shall
(a) engage in public practice or hold himself or herself out as entitled to engage in public practice,
(b) practise as a specialist or hold himself or herself out as a specialist
except in accordance with the Act, by-laws and rules.
15 The Registrar shall remove or cause the removal of the name of any person from the register, one or more of the rosters, the professional corporations register or specialists register who
(a) fails to meet or maintain the qualifications, conditions and standards for entry in any such register or roster as may be prescribed,
(b) is declared by a court of competent jurisdiction to be a mentally incompetent person or to be incapable of managing his or her affairs pursuant to legislation then in force, or
(c) is certified by the proper authorities in that behalf to be suffering from a mental disorder of a nature or to a degree so as to require hospitalization and has been admitted to a psychiatric facility and continues therein as a patient.
16 Subject to such conditions, limitations and restrictions as may be prescribed, any person who was entitled to carry on the practice of a chartered professional accountant or professional accountant or entitled to use any designation indicating he or she was a member of an accounting association or society pursuant to the laws governing or concerning the practice of professional accountants in any other jurisdiction and who has been suspended from or otherwise restricted in or disqualified from carrying on the practice of a professional accountant or using any such designation in another jurisdiction by reason of incapacity, professional misconduct, dishonesty or incompetence shall not be entitled to apply for registration or to be registered pursuant to the provisions of this Act until such time as the suspension, restriction or disqualification has been removed in the other jurisdiction.
17(1) Every member or professional corporation that engages or employs a person as a chartered professional accountant shall when a person’s engagement or employment as a chartered professional accountant is terminated because of dishonesty or fraudulent conduct, forthwith report the termination to the CPA New Brunswick and provide a copy of the report to the person whose engagement or employment is terminated.
17(2) No person making a report pursuant to subsection (1) shall be subject to any liability as a result of making such a report unless it is proved that the report was made maliciously and without foundation in fact.
18(1) The Registrar shall issue or cause to be issued annually or at such other times and in such form as may be prescribed in the rules a licence to any professional corporation that has its name entered in the professional corporations register.
18(2) No person shall be entitled to receive a certificate of membership or registration or a licence unless such person
(a) has paid all applicable fees, dues and assessments, and
(b) has satisfied the requirements for membership, registration and licensing as may be prescribed.
18(3) Any person whose registration, licence, membership or right to carry on the practice of a chartered professional accountant has been subjected to conditions, limited, restricted, revoked or suspended shall without demand forthwith deliver his or her certificate of membership or registration or its licence to the Registrar.
19 A statement certified under the hand of the Registrar respecting the records of the CPA New Brunswick or the registration, membership or licence of any person is admissible in evidence in any proceeding as prima facie proof of the facts set out in such certificate as to the records of the CPA New Brunswick or the right to carry on the practice of a chartered professional accountant, or the registration, membership, or licensing of any such person or the lack thereof and any condition, limitation or restriction in respect of the registration, membership, or licence of any such person.
PART IV – PROFESSIONAL CORPORATIONS
20(1) No corporation shall be entitled to have its name entered in a register or roster other than the professional corporations register.
20(2) No corporation shall be entitled to vote at any meeting of the CPA New Brunswick.
20(3) All the provisions of this Act, the by-laws and rules applicable to an individual member apply with all necessary modifications to a professional corporation unless otherwise expressly provided.
20(4) The Board may make by-laws
(a) prescribing the types of names, designations or titles by which
(i) a professional corporation,
(ii) a partnership of two or more professional corporations, or
(iii) a partnership of one or more professional corporations and one or more individual members
may be known,
(b) regulating and governing the carrying on of the practice of a chartered professional accountant by professional corporations and requiring the filing of such reports, information and returns as the Board may deem necessary or advisable, and
(c) prescribing the qualifications of persons who may be shareholders, officers and directors of a professional corporation and regulating and governing the ownership of shares in a professional corporation.
21(1) The articles of incorporation, articles of continuance or other constituting documents of each professional corporation shall permit and shall not prevent the corporation from
(a) engaging in every phase and aspect of rendering the same services to the public that a chartered professional accountant may render,
(b) having the capacity and exercising the rights, powers and privileges of a natural person as may be necessary or incidental or ancillary to the rendering of the services of a chartered professional accountant, including without restricting the foregoing, the power
(i) to purchase, lease or otherwise acquire and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, deal in or with, real or personal property,
(ii) to contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidence of indebtedness and execute such mortgages, transfers of corporate property and other instruments to secure the payment of corporate indebtedness as required, and
(iii) to enter into partnership, consolidate or merge with or purchase the assets of another corporation, firm or person rendering the same type of professional services.
21(2) Subject to such conditions and limitations as may be prescribed, the legal and beneficial ownership of a majority of the issued voting shares of a professional corporation shall be vested in one or more members or one or more professional corporations or both and shall entitle such member or members or professional corporations to elect all of the directors of the professional corporation.
21(3) No member or professional corporation that is a shareholder of a professional corporation shall enter into a voting trust agreement, proxy or any other type of agreement vesting in a person who is not a member the authority to exercise the voting rights attached to any or all of his or her shares, and every shareholder who does so commits an offence.
21(4) The practice of a chartered professional accountant on behalf of a professional corporation shall be carried on by chartered professional accountants.
21(5) For the purposes of subsection (4), the practice of a chartered professional accountant shall be deemed not to be carried on by clerks, secretaries, bookkeepers, assistants, students, candidates and other persons employed by the professional corporation to perform services that are not usually and ordinarily considered by law, custom or practice to be services that may be performed only by a chartered professional accountant.
21(6) A licence issued to a professional corporation may be revoked, or its renewal withheld, by the Registrar where any of the conditions specified in subsections (1), (2), (3) and (4) no longer exist.
21(7) Where a professional corporation ceases to fulfill any condition specified in subsection (2) or (4) by reason only of
(a) the death of a member,
(b) the striking off or other removal of the name of a member from the register or any roster,
(c) the suspension or revocation of the registration or membership of a member, or
(d) the resignation of a member,
the professional corporation has one hundred and eighty days or any longer period as may be allowed by the Board from the date of the death, striking off, removal, suspension, revocation or resignation, as the case may be, in which to fulfill the condition, failing which the Registrar shall revoke the licence of the professional corporation.
21(8) A professional corporation to which a licence is issued may carry on the practice of a chartered professional accountant in its own name, subject to any conditions, restrictions or limitations as may be prescribed or as set out in its licence.
21(9) The name of each professional corporation shall contain the words “Professional Corporation” or “corporation professionnelle” or the initials “P.C.” or “C.P.”.
22(1) The relationship of an individual member to a professional corporation, whether as a shareholder, director, officer or employee, does not affect, modify or diminish the application to the individual member of the provisions of this Act, the by-laws or the rules.
22(2) The liability for professional services rendered by any person acting as a chartered professional accountant or carrying on the practice of a chartered professional accountant is not affected by the fact that the practice is carried on or the services are provided by such person as an employee of or on behalf of a professional corporation.
23(1) Nothing contained in this Act shall affect, modify or limit any law applicable to the confidential or ethical relationships between a member and a client.
23(2) The relationship between a professional corporation carrying on the practice of a member and a person receiving the professional services of the corporation is subject to all applicable laws relating to the confidential and ethical relationship between a member and a client.
23(3) All rights and obligations pertaining to communications made to, or information received by, an individual member apply to the shareholders, directors, officers and employees of a professional corporation.
PART V – OFFENCES AND ENFORCEMENT
24(1) Any person authorized to carry on the practice of a chartered professional accountant or hold himself or herself out as a chartered professional accountant or specialist pursuant to the provisions of this Act who carries on the practice of a chartered professional accountant or who acts as a chartered professional accountant in violation of any condition, limitation or restriction imposed upon the person’s registration, membership or licence or who fails to inform the person’s employer of any such condition, limitation or restriction commits an offence.
24(2) Any professional corporation that breaches or permits the breach of any condition, limitation or restriction imposed upon its registration or licence commits an offence and its directors, voting shareholders and shareholders who are members are deemed to have committed the same offence.
25(1) Only a person whose name is entered in the register, professional corporations register, specialists register or a roster, and subject to PART XI of this Act and the conditions and limitations contained in this Act, the by-laws and rules, may
(a) hold himself or herself out in any way as being entitled to carry on the practice of a chartered professional accountant;
(b) assume or use the titles, names, designations, initials or descriptions “chartered professional accountant”, “comptable professionnel agréé”, “C.P.A.”, “CPA”, “chartered accountant”, “comptable agréé”, “C.A.”, “CA”, “F.C.A.”, “FCA”, “certified general accountant”, “comptable général accrédité”, “C.G.A.”, “CGA”, “F.C.G.A.”, “FCGA”, “registered industrial and cost accountant”, “certified management accountant”, “comptable en management accrédité”, “R.I.A.”, “RIA”, “C.M.A.”, “CMA”, “F.C.M.A.”, “fcma” or any like words, initials or expressions used alone or in combination with any other word, letter, symbol, initial or abbreviation;
(c) assume or use any title, name, designation, initials or description, including those referred to in this Act, that does or could lead the public to believe he or she is entitled to carry on the practice of a chartered professional accountant or is a member of the CPA New Brunswick; or
(d) in any way represent themself as a chartered professional accountant, specialist, or a professional corporation licensed pursuant to this Act.
25(2) No person shall assume or use the titles, names, designations, initials or descriptions “A.C.A.”, “ACA”, “general accountant”, “certified accountant”, “comptable général”, “comptable licencié”, “comptable général licencié”, “accredited public accountant”, “certified public accountant”, “professional accountant”, “comptable public accrédité”, “expert-comptable accrédité”, “comptable public licencié”, “expert-comptable licencié”, “comptable professionnel”, “G.A.”, “GA”, “C.G.”, “CG”, “A.P.A.”, “APA”, “C.P.L.”, “CPL” or any like words, initials, or expressions used alone or in combination with any other word, letter, symbol, initial or abbreviation except in accordance with, and only if permitted by, this Act, the by-laws and rules.
25(3) No person shall assume or use the initials “F.C.P.A.” or “FCPA” signifying that he or she is a fellow of the CPA New Brunswick, except in accordance with the by-laws and rules.
26 No person shall trade or carry on business within New Brunswick relating to accounting or auditing under any name or title containing the words “Professional Corporation” or “corporation professionnelle” or the abbreviations “P.C.” or “C.P.” unless that person is duly incorporated as a corporation and the corporation holds a licence issued pursuant to this Act, or unless otherwise expressly authorized by statute, and every person so trading or carrying on business commits an offence.
27 Any person who knowingly furnishes false, or misleading information in or in respect of any application made under this Act, the by-laws or rules or in any statement or return required to be furnished under this Act, the by-laws or rules, commits an offence.
28 A person who violates any provision of this Act commits an offence and is liable on summary conviction to a fine not less than $1,000 for a first offence; to a fine not less than $2,000 for a second offence; and to a fine not less than $5,000, or to imprisonment for a term not exceeding six months, or both, for a third or subsequent offence.
29 Where a member or former member of the CPA New Brunswick, a student, candidate, professional corporation, or an applicant for registration does or attempts to do anything contrary to the provisions of this Act or any by-law or rule made under the authority of this Act, the doing of such thing may be restrained by an injunction of The Court of Queen’s Bench of New Brunswick sought by the Board acting in the name of the CPA New Brunswick.
30 Where any person other than a person described in section 29 does or attempts to do anything contrary to the provisions of this Act, the doing of such thing may be restrained by an injunction of The Court of Queen’s Bench of New Brunswick sought by the Board acting in the name of the CPA New Brunswick.
Professional accounting
31(1) The practice of professional accounting comprises one or more of the following services:
(a) performing an audit engagement and issuing an auditor’s report in accordance with the standards of professional practice published by the Chartered Professional Accountants of Canada, as amended from time to time, or an audit engagement or a report purporting to be performed or issued, as the case may be, in accordance with those standards;
(b) performing any other assurance engagement and issuing an assurance report in accordance with the standards of professional practice published by the Chartered Professional Accountants of Canada, as amended from time to time, or an assurance engagement or a report purporting to be performed or issued, as the case may be, in accordance with those standards;
(c) issuing any form of certification, declaration or opinion with respect to information related to a financial statement or any part of a financial statement, on the application of:
(i) financial reporting standards published by the Chartered Professional Accountants of Canada, as amended from time to time;
(ii) specified auditing procedures in accordance with standards published by the Chartered Professional Accountants of Canada, as amended from time to time.
31(2) No person who is not a member of the CPA New Brunswick shall provide or perform services mentioned in subsection (1).
31(3) Nothing in this section prevents any person from:
(a) providing accounting services to his or her employer;
(b) carrying on bookkeeping services;
(c) preparing and processing income tax returns;
(d) providing advice based directly on a declaration, certification or opinion of a member;
(e) providing consulting services that do not purport to be based on the standards of the Chartered Professional Accountants of Canada, as amended from time to time;
(f) performing a service for academic research or teaching purposes and not for the purpose of providing advice to a particular person;
(g) acting pursuant to the authority of any other act of the Legislature.
Prosecution for Offences
32(1) No prosecution by the CPA New Brunswick or any other person for an offence under this Act shall be commenced after the expiration of two years from the date of the last act that is part of the alleged offence.
32(2) The Board may institute and carry on or authorize any person to institute and carry on the prosecution of an offence under this Act.
33 Where a violation of any provision of this Act continues for more than one day, the offender may be prosecuted for a separate offence for each day that the violation continues.
PART VI – Complaints, DISCIPLINE AND FITNESS TO PRACTISE
34 In this Part “complaint” means any complaint, report or allegation in writing and signed by the complainant regarding the conduct, actions, competence, character, fitness, health or ability of a member and “member” includes chartered professional accountant, former chartered professional accountant, former member, professional corporation, student and candidate.
Registrar
35(1) The Registrar shall upon receiving a complaint
(a) refer the complaint to the Complaints Committee if the complaint in substance alleges that
(i) a member’s conduct constitutes:
(A) professional misconduct;
(B) conduct unbecoming a member, including any conduct that might adversely affect the standing or good name of the profession or the CPA New Brunswick;
(C) incompetence;
(D) dishonesty;
(E) conduct demonstrating that the member is incapable or unfit to carry on the practice of a chartered professional accountant;
(F) any conduct in breach of the provisions of this Act, the by-laws or the rules; or
(G) any habit rendering the member unfit or incapable to carry on the practice of a chartered professional accountant; or
(ii) the member is suffering from any ailment, incapacity or condition rendering the member unfit or incapable to carry on the practice of a chartered professional accountant,
(b) if necessary, obtain additional information from the complainant and carry out a preliminary investigation, and
(c) provide the member with
(i) a copy of the complaint, and
(ii) the date by which a reply and all relevant documents requested by the Registrar must be filed with the Registrar, which date shall not be later than fourteen days after the date when the Registrar mails or delivers the complaint, or such further date as the Registrar may allow.
35(2) The Registrar shall
(a) conduct or provide for the conduct of investigations on behalf of the Complaints and Hearing committees,
(b) provide for the processing of complaints before the Complaints and Hearing committees,
(c) engage counsel to assist in the processing or prosecution of complaints or as otherwise required,
(d) prepare notices of complaint and notices of hearing,
(e) ensure that all decisions of the Complaints and Hearing Committees are implemented and take whatever action is necessary to see that such is done, including referring the matter back to the appropriate committee, and
(f) perform such other functions as required in carrying out the responsibilities of the Registrar or as directed by the Board.
35(3) Upon receipt of the member’s reply, or if no reply is received, upon the expiration of the deadline established, the Registrar may carry out further preliminary investigation of the complaint, following which the complaint shall be forwarded to the Complaints Committee.
35(4) When a complaint is referred to the Complaints Committee, the Registrar shall provide the Committee with a full report of the results of any investigation, the complaint, the member’s reply and any documentation and information relevant to the complaint.
36 A member who is the subject of a complaint shall cooperate with the Registrar in the investigation of the complaint, including the production of all documents and disclosure of all information that may be relevant to the complaint.
Complaints Committee
37(1) The Board shall maintain a standing committee known as the Complaints Committee, which in this section shall be referred to as the “Committee.”
37(2) None of the Committee members shall be a director of the CPA New Brunswick or a member of the Hearing Committee.
37(3) The quorum, number of Committee members, their terms of office, qualifications and the manner of their appointment shall be established and governed by the by-laws and the by-laws may regulate the procedures, functions and operations of the Committee and may permit the establishment of panels of the Committee to act for and to carry out and exercise any and all the duties and powers of the Committee.
37(4) The Board shall appoint one of the members of the Committee who shall be a chartered professional accountant to be the Chair of the Committee.
37(5) The Committee shall conduct its proceedings in accordance with its own rules of procedure and may do all things and engage such persons including legal counsel it deems necessary to provide for the investigation, hearing and consideration of any complaint and in no case is the Committee bound to follow the rules of evidence or procedure applicable in judicial proceedings.
37(6) The Committee shall consider all complaints referred to it, and may do one or a combination of the following
(a) cause such investigation or further investigation of the complaint as it deems necessary,
(b) dismiss the complaint, in which case it shall give its reasons in writing to the complainant and the member,
(c) issue a written caution or warning to the member in circumstances considered by the Committee not to justify other forms of sanction,
(d) order a practice inspection of the member’s practice,
(e) order a financial audit of the member’s practice,
(f) refer the whole or part of the complaint to the Hearing Committee,
(g) settle the complaint to the satisfaction of the complainant and the member,
(h) take such other action, consistent with its responsibilities under this Act and the by-laws, as it considers necessary in the public interest, in which case it shall give its reasons in writing to the complainant and the member,
(i) perform such other duties as may be assigned to it by the Board, or
(j) without hearing suspend the registration, licence or membership of a member if the Complaints Committee has reasonable and probable grounds for believing that the member in question has been convicted of any criminal or other offence of such kind or type that the Complaints Committee is of the opinion that the continued registration, licensing or membership of the member in question would affect the good name of the CPA New Brunswick or the profession or would be contrary to the interests of the public or the member’s clients and upon the Complaints Committee ordering the suspension the Committee shall immediately refer the matter to the Hearing Committee.
37(7) When the Committee refers a matter to the Hearing Committee, the Complaints Committee may, at any time after receipt of a complaint, if it considers it probable that the continued practice of the member will be harmful to the public or to the member’s clients, pending final disposition of the matter, make an order,
(a) suspending the member,
(b) placing conditions on the practice of the member, or
(c) in the case of a student or candidate, suspending that person’s status as a student or candidate of the CPA New Brunswick under this Act.
37(8) The Committee may, on the application of the member and on cause being shown, rescind or vary an order made under subsection (7).
37(9) No order shall be made by the Committee under subsection (7) unless the member has been given
(a) notice of the Committee’s intention to make the order, and
(b) at least ten days to make representations to the Committee in respect of the matter after receiving the notice.
37(10) Where the Committee takes action under subsection (7), the Committee shall notify the member of its decision in writing and of the reasons for the decision.
37(11) An order under subsection (7) continues in force until the matter is disposed of by the Hearing Committee unless the order is stayed pursuant to an application under subsection (12).
37(12) A member against whom action is taken under subsection (7) may, within ten days after receiving notice of the order made by the Committee, apply to the Court for an order staying the action of the Committee.
38 Notwithstanding any other provision in this Act, if at any time a member admits any allegation in a complaint alleging a matter set out in paragraph 35(1)(a), and the member waives in writing the right to any other or further hearing or proceedings pursuant to this Part, the Complaints Committee may
(a) agree to cancel all hearings or proceedings and to accept the member’s resignation on such terms and conditions as the Committee may specify, or
(b) make any order, finding or decision that may be made pursuant to subsections 37(6) or 39(12).
Hearing Committee
39(1) The Board shall maintain a standing committee known as the Hearing Committee, which in this section and sections 40 to 42 shall be referred to as the “Committee.”
39(2) None of the Committee members shall be a director of the CPA New Brunswick.
39(3) The quorum, number of Committee members, their terms of office, qualifications and the manner of their appointment shall be established and governed by the by-laws and the by-laws may regulate the procedures, functions and operations of the Committee and may permit the establishment of panels of the Committee to act for and to carry out and exercise all the duties and powers of the Committee.
39(4) The Board shall appoint one of the members of the Committee who shall be a chartered professional accountant to be the Chair of the Committee.
39(5) The Committee shall conduct its proceedings in accordance with its own rules of procedure and may do all things and engage such persons, including legal counsel, it deems necessary to provide for the investigation, hearing and consideration of any complaint and in no case is the Committee bound to follow the rules of evidence or procedure applicable in judicial proceedings.
39(6) The Committee shall
(a) hear and consider all complaints referred to it, and
(b) perform such other duties as may be assigned to it by the Board.
39(7) The Committee
(a) shall consider the complaint, hear the evidence, ascertain the facts and make a decision with respect to the merits of each complaint and as to whether the allegations respecting a matter described in subparagraph 35(1)(a)(i) have been established, or whether the member is suffering from an ailment, incapacity or condition described in subparagraph 35(1)(a)(ii), in such manner as it deems fit,
(b) in its absolute discretion at any time after the receipt of a complaint if it deems it necessary or advisable, may without hearing require the member in respect of whom a complaint is made to submit to physical or mental health examinations by such qualified person or persons as the Committee may designate and if the member fails to submit to any such examination the Committee may without further notice suspend the member’s registration or membership until the member does so,
(c) in its absolute discretion at any time after the receipt of a complaint if it deems it necessary or advisable, may without hearing require any member to produce records and documents in his or her possession or custody or under his or her control or in the possession or custody or control of any professional corporation of which he or she is a director, officer or shareholder, and if a member fails to produce such records and documents the committee may without further notice suspend the member’s registration or membership until he or she does, unless the member is prohibited by law from producing such records and documents, and
(d) in its absolute discretion at any time after the receipt of a complaint if it deems it necessary or advisable, may without hearing require any member or professional corporation to submit to an audit or other inspection or examination of its business, affairs, accounts, books and records by such person or persons as the Committee may designate and if the member or professional corporation fails to submit to such audit, inspection or examination the Committee may without further notice suspend the member’s or professional corporation’s registration or licence until the member or professional corporation does so.
39(8) Any person who conducts an examination under this section shall prepare and sign an examination report containing his or her findings and the facts on which they are based and shall deliver the report to the Committee, a copy of which shall be forthwith delivered to the member who is the subject of the complaint, and such report is admissible as evidence at a hearing without proof of its making or of the person’s signature if the party introducing the report gives the other party a copy of the report at least ten days before the hearing.
39(9) No order shall be made by the Committee under subsection (7) unless the member has been given
(a) notice of the Committee’s intention to make the order, and
(b) at least ten days to make representations to the Committee in respect of the matter after receiving the notice.
39(10) Where the Committee takes action under subsection (7), the Committee shall notify the member of its decision in writing and of the reasons for the decision, and an order under subsection (7) continues in force until the matter is disposed of by the Committee unless the order is stayed pursuant to an application under subsection (11).
39(11) A member against whom action is taken under subsection (7) may, within ten days after receiving notice of the order made by the Committee, apply to the Court for an order staying the action of the Committee.
39(12) After reviewing all of the evidence presented to it, the Committee may as part of its decision with respect to the merits of any complaint
(a) order that the member’s registration, licence or membership be suspended for a specific period of time during which the member shall have his, her or its name removed from the register, professional corporations register or specialists register or any roster in which his, her or its name may be entered and shall be prohibited from carrying on the practice of a chartered professional accountant,
(b) order that the member’s registration, licence or membership be suspended pending the satisfaction and completion of such conditions as may be ordered by the Committee,
(c) order that the member’s registration, licence or membership be revoked and the member’s name be removed from the register, professional corporations register, specialists register or any roster in which it may be entered,
(d) order that the member’s practice, registration, licence or membership be restricted pending compliance with stipulated conditions in which case the Committee shall notify the member’s employer, if any, of such decision,
(e) order that conditions or limitations be imposed on the member’s practice, registration, licence or membership and so inform the member’s employer, if any,
(f) issue a reprimand,
(g) dismiss the complaint,
(h) impose such fine as the Committee considers appropriate not exceeding $50,000 to be paid by the member to the CPA New Brunswick for the use of the CPA New Brunswick,
(i) order that the member cease or refrain from using any names, designations, titles, words, symbols, initials or expressions, including those set out in section 25, which connote that he or she is a member of the CPA New Brunswick or is entitled to carry on the practice of a chartered professional accountant,
(j) order that the decision of the Committee or notice thereof be published in such manner as the Committee deems fit,
(k) order that the imposition of any penalty be suspended or postponed for such period of time and upon such terms and conditions as the Committee deems appropriate,
(l) order that the costs of any investigation, proceeding or hearing be paid by the member,
(m) make any one or more of the orders it may make under paragraphs (a) to (l) against any professional corporation of which the member is a director, officer or shareholder,
(n) attempt to resolve informally any complaint if the Committee deems it appropriate, or
(o) make such other order as it deems just, including without limitation, an order combining two or more of the orders set out in paragraphs (a) to (m).
39(13) A member who fails to submit to and cooperate with an examination under paragraphs (7)(b) or (d) or to produce records and documents under paragraph (7)(c) commits an act of professional misconduct.
39(14) Notwithstanding any other provision of this Act, if at any time the Committee deems it appropriate that a complaint be resolved by an alternate dispute resolution process, and the member is in agreement with the referral of the complaint to such process, the Committee may enter into an agreement with the member providing for the resolution of the complaint by an alternate dispute resolution process set out in the agreement which may provide that any order, finding or decision that may be made under this Act may be made as part of the dispute resolution.
40(1) Upon the application of
(a) any party to a hearing by the Committee,
(b) the Chair of the Committee, or
(c) counsel for the CPA New Brunswick or the Committee,
and on payment of any fees prescribed, the Registrar may sign and issue writs of subpoena ad testificandum or subpoena duces tecum for the purpose of procuring and compelling the attendance and evidence of witnesses and the production of things relating to matters in question before the Committee.
40(2) The proceedings and penalties in the case of disobedience to any writ of subpoena issued hereunder shall be the same as in the case of disobedience of a Summons to Witness in civil cases in the Court.
40(3) The testimony of witnesses shall be taken under oath or solemn affirmation which any member of the Committee is authorized to administer.
41 The burden of proof in all proceedings before the Committee shall be the balance of probabilities.
42(1) In all proceedings before the Committee, the member against whom a complaint has been made or in respect of whom an investigation has been commenced
(a) shall receive prompt notice that a complaint has been received, that an investigation has been commenced and a copy of the complaint,
(b) may present evidence or make representations in either English or French,
(c) may be represented by legal counsel, at the member’s own expense,
(d) shall be entitled to a full right to examine, cross-examine and re-examine witnesses in accordance with the rules of procedure established by the Committee,
(e) shall be entitled to receive copies of all documents presented to the Committee in connection with the complaint or investigation unless such documents are privileged by law,
(f) shall be entitled to at least fourteen days’ written notice of the date of the first hearing of the Committee, and
(g) shall receive prompt notice of and a copy of the decision rendered.
42(2) Subsection 32(1) does not apply to any discipline proceeding under Part VI or Part VII of this Act.
PART VII – APPEALS
43(1) If a member, student or candidate against whom a complaint has been made is dissatisfied with a decision of the Hearing Committee, such person may appeal the decision to the Court by serving a written notice of appeal within thirty days of the date on which notice of the said decision is mailed to the last known address of such person.
43(2) There shall be no appeal from any decision, order or finding of the CPA New Brunswick, the Registrar, the Board or any Committee, officer, employee, or agent of the CPA New Brunswick or the Board or any other person or body authorized to make decisions, orders or findings pursuant to this Act, the by-laws or rules, as the case may be, except appeals authorized or mentioned in subsection (1).
44(1) In any appeal under this Act the Registrar shall obtain a transcript or such other record as exists of the evidence presented to the person or body from whom the appeal is taken and shall prepare a record on appeal consisting of the transcript or such other record as exists, all exhibits and the order or other document evidencing the decision being appealed.
44(2) The Registrar shall provide the appellant and any other person entitled by the by-laws to participate in the appeal with a copy of the record on appeal upon payment by the appellant or such other person of the costs and disbursements of producing such copy.
45 On appeal the Court may upon granting special leave, and only where it is shown that such evidence was not previously available, receive further evidence in the same manner and subject to the same rules and procedures as apply to the Committee.
46 After reviewing the record on appeal and hearing any evidence or argument presented, the Court may
(a) draw inferences of fact and make any finding, decision, determination or order that in its opinion ought to have been made,
(b) vary the decision appealed from,
(c) refer the matter back to the person or body from whom the appeal is taken for further consideration and decision,
(d) confirm the decision appealed from, or
(e) make such decision or order as it may deem appropriate.
47(1) An appeal under this Act shall be on any ground of appeal that involves a question of law alone or a question of mixed fact and law.
47(2) The notice of appeal shall set forth the grounds of appeal and the relief sought and shall be served upon the Registrar, the Clerk of the Court for the judicial district in which the head office of the CPA New Brunswick is located and upon any other party to the previous proceedings.
48 The record on appeal to the Court shall be the record prepared by the Registrar.
49(1) The Court may make any order or decision that the Hearing Committee or person or body making the decision which is being appealed could make and may make such order as to costs as may be just.
49(2) The Rules of Court governing civil appeals to The Court of Appeal of New Brunswick that are not inconsistent with this Act shall apply with the necessary modifications to appeals to the Court under this Part and the CPA New Brunswick shall be a party and have standing to appear and participate in any appeal to the Court.
49(3) Notwithstanding that an appeal to the Court may have been instituted in respect of a decision or order, that decision or order shall continue to be valid and binding and no stay of proceedings may be granted prior to the hearing of the appeal.
PART VIII – INVESTIGATIONS
50(1) In this Part, “member” means a member as defined in section 34.
50(2) The Registrar may appoint one or more investigators to investigate whether the acts or conduct of a member constitute an act or conduct described in subparagraph 35(1)(a)(i) or whether the member is suffering from an ailment, incapacity or condition rendering the member unfit or incapable of carrying on the practice of a chartered professional accountant if the Complaints Committee has received a complaint about the member and has requested the appointment.
50(3) An employee or member of the CPA New Brunswick may be appointed an investigator under subsection (2).
Power to Investigate
51(1) An investigator appointed by the Registrar may at any reasonable time, and upon producing proof of his or her appointment, enter and inspect the business premises of a member or professional corporation and examine anything found there that the investigator has reason to believe will provide evidence in respect of the matter being investigated.
51(2) Subsection (1) applies notwithstanding any provision in any act or regulation relating to the confidentiality of records.
51(3) No person shall, without reasonable excuse, obstruct or cause to be obstructed an investigator while the investigator is performing duties under this Act.
51(4) No person shall withhold, conceal or destroy, or cause to be withheld, concealed or destroyed, anything that is relevant to an investigation under this Act.
Search Warrant
52(1) Upon the ex parte application of an investigator a judge of The Court of Queen’s Bench of New Brunswick who is satisfied on information by oath or solemn affirmation that the investigator has been properly appointed, that the application has been authorized by the Chair of the Complaints Committee and that there are reasonable grounds for believing that
(a) the acts or conduct of the member being investigated constitute acts or conduct described in subparagraph 35(1)(a)(i) or the member is suffering from an ailment, incapacity or condition rendering the member unfit or incapable of carrying on the practice of a chartered professional accountant, and
(b) there is in a building, receptacle or place any thing that will provide evidence in respect of the matter being investigated,
may issue a warrant authorizing the investigator to enter the building, receptacle or place and search for and examine or remove any thing described in the warrant.
52(2) An investigator entering and searching a place under the authority of a warrant issued under subsection (1) may be assisted by other persons and may enter a place by force.
52(3) An investigator entering and searching a place under the authority of a warrant issued under subsection (1) shall produce identification and a copy of the warrant, upon request, to any person at that place.
52(4) A person conducting an entry or search under the authority of a warrant issued under subsection (1) who finds any thing not described in the warrant that the person believes on reasonable grounds will provide evidence in respect of the matter being investigated may seize and remove that thing.
Copy and Removal of Documents
53(1) An investigator may copy, at the expense of the CPA New Brunswick, a document that the investigator may examine under subsection 51(1) or under the authority of a warrant under subsection 52(1).
53(2) An investigator may remove a document referred to in subsection (1) if it is not practicable to copy in the place where it is examined or if a copy is not sufficient for the purposes of the investigation, may remove any object that is relevant to the investigation, and shall provide the person in whose possession it was with a receipt for the document or object removed.
53(3) An investigator, where a copy can be made, shall return a document removed under subsection (2) as soon as possible after the copy has been made.
53(4) A copy of a document certified by an investigator to be a true copy shall be received in evidence in any proceeding to the same extent and shall have the same evidentiary value as the document itself.
53(5) In this section, “document” means a record of information in any form and includes any part of it.
Report
54 An investigator shall report the results of an investigation to the Registrar in writing and the Registrar shall forward a copy of the report to the Complaints Committee.
PART IX – CUSTODIAN
55(1) Where
(a) a member dies, disappears, leaves the Province, resigns from the CPA New Brunswick or otherwise ceases to be a member of the CPA New Brunswick,
(b) the practice, membership or registration of a member has been suspended, limited, restricted or subjected to conditions,
(c) the practice, registration or licence of a professional corporation has been revoked, suspended, limited, restricted or subjected to conditions,
(d) a member becomes mentally incapacitated,
(e) a member becomes ill or for some other reason is unable to conduct the practice of a chartered professional accountant,
(f) a member is improperly absent from his or her practice, or has neglected his or her practice for an extended period of time, or
(g) other good cause exists,
and adequate provision has not been made for the protection of his, her or its clients’ interests, the Court, upon the application of the CPA New Brunswick either ex parte or upon such notice as the Court may require, may by order appoint the CPA New Brunswick, a member or professional corporation nominated by the Board or any other member or professional corporation as custodian to take possession of any or all property relating to the practice of the member, former member or professional corporation or any position of trust, in his, her or its possession or under his, her or its control, and to conserve, protect and properly dispose of such property and, if necessary, to manage or wind up the practice of the member, former member or professional corporation.
55(2) In an order made under subsection (1) or in a subsequent order made upon the application of the CPA New Brunswick or the custodian, either ex parte or on such notice as the Court may require, the Court may
(a) authorize the custodian to employ such professional or other assistance as he or she requires to carry out his or her duties,
(b) direct any sheriff within the Province to seize and remove and place in the possession of the custodian any or all property referred to in subsection (1),
(c) where there are reasonable grounds for believing that property referred to in subsection (1) may be found thereupon or therein, authorize any sheriff to enter upon any premises or into any safety deposit box or any other place for the purpose of carrying out a direction under paragraph (b),
(d) direct any bank or other depository of property referred to in subsection (1) to deal with, hold, pay over, deliver or dispose of such property to the custodian in such manner and on such terms as the Court considers proper,
(e) give directions to the custodian as to the disposition of the property in his or her hands or any part thereof,
(f) make such provision for the remuneration, disbursements, costs and indemnification of a custodian out of the property in his or her hands or otherwise as the Court may specify,
(g) make provision for the discharge of a custodian upon completion of the responsibilities imposed upon him or her by this Act or any order made under this section, and
(h) give such further directions as the Court considers necessary in the circumstances.
55(3) Where property has been placed in the possession of a custodian, the Registrar and such other persons as the CPA New Brunswick may designate, shall examine the property, after which the custodian shall, by such means as he or she considers proper, inform clients of the member, former member, or professional corporation, or such other persons as are considered necessary
(a) that the property is in the possession of the custodian and that an examination thereof indicates that the client or other person appears to have an interest therein, and
(b) that the client or other person may apply to the custodian for delivery of the property in which the client appears to have an interest, or for leave to make copies of any documents or papers relating to transactions or dealings the client had with the member, former member or professional corporation.
55(4) A custodian may deliver any property in the custodian’s possession to any person who the custodian is satisfied is entitled to it but such delivery shall not be determinative of proprietary rights in such property.
55(5) The Court, upon the application of the CPA New Brunswick made either ex parte or on such notice as the Court requires, may remove a custodian from office, and if deemed expedient, appoint a substitute custodian, and may include in such order such further directions as the Court considers necessary in the circumstances.
55(6) A professional corporation, member, former member, or the personal representative of a deceased member or former member, in respect of whom an order has been made under this section may, after giving notice to the CPA New Brunswick and to the custodian, apply to the Court at any time for an order varying or setting aside any order made under this section and directing the custodian to place all or part of the property referred to in subsection (1) back into his, her or its possession upon such terms and conditions as the Court may order.
55(7) The Court shall make such order as to service of any notice required or order made under this section as the Court considers appropriate in the circumstances.
PART X - GENERAL
56(1) The Hearing Committee or, on appeal, the Court, may order that the costs of any investigation, proceeding, hearing or appeal pursuant to any provision of this Act be paid to any one or more of the CPA New Brunswick or the parties, in whole or in part
(a) by the member against whom the complaint was made, except where the complaint is completely dismissed without any other decision, finding or order adverse to that member, or
(b) by the complainant or person at whose request the complaint was made or an investigation was commenced where the Hearing Committee or the Court is of the opinion that the complaint or investigation was unwarranted, and
may make it a condition of the registration and licence of any member or professional corporation that such costs be paid forthwith.
56(2) The costs payable under subsection (1), the amount of a fine under paragraph 39(12)(h) and the costs of conducting an inspection, investigation or review of the practice of a member or professional corporation payable by a member or professional corporation may be certified by the Registrar as between solicitor and client, and upon filing the Registrar’s certificate with the Clerk of the Court in the judicial district in which the head office of the CPA New Brunswick is located and upon payment of any required fees, judgment shall be entered by the Court for such amounts so certified in Form A of this Act with necessary modifications.
56(3) Before hearing an appeal the Court may order that security for costs be paid to the CPA New Brunswick or the Court by the appellant in such amount and upon such terms as the Court may deem just.
56(4) For the purposes of this Act, “costs” includes
(a) all costs, expenses, and disbursements and all legal and other expenses of any kind incurred by the CPA New Brunswick, the Practice Inspection Committee, Complaints Committee or Hearing Committee in relation to an investigation, proceeding, hearing or appeal,
(b) honoraria and expenses paid to members of the Practice Inspection Committee, Complaints Committee or Hearing Committee in relation to an investigation, proceeding, hearing or appeal, and
(c) the legal costs, expenses and disbursements on a solicitor and client basis incurred by any other party to an investigation, proceeding, hearing or appeal.
57(1) A chartered professional accountant who has reason to believe that another chartered professional accountant is unfit or incapable of carrying on the practice of a chartered professional accountant to such a degree or extent that it is in the interest of the public that the other chartered professional accountant no longer be permitted to carry on the practice of a chartered professional accountant or that his or her practice be subjected to conditions, limitations or restrictions, or that another chartered professional accountant has engaged in dishonest or fraudulent conduct, shall disclose in writing to the Registrar the name of that other chartered professional accountant, together with the particulars of the grounds for such belief, and any failure by a chartered professional accountant to comply with this subsection shall be deemed to be professional misconduct, provided that this subsection does not apply to any information obtained by a chartered professional accountant that is confidential by reason of the fact that the other chartered professional accountant is a client.
57(2) No person disclosing information under subsection (1) shall be subject to any liability as a result thereof unless it is proved that the disclosure was made maliciously and without foundation in fact.
58 The CPA New Brunswick may act as trustee or custodian of any funds or property that may be committed for any purpose to the care or management of the CPA New Brunswick.
59 The Board and any committee of the Board or of the CPA New Brunswick may conduct meetings by telephone or other communication facilities in the manner and on the terms and conditions established by the by-laws or rules and persons participating in a meeting by such means shall be deemed to be present in person at that meeting.
60 No action lies against or shall be brought or maintained against a chartered professional accountant or former chartered professional accountant or professional corporation for negligence or breach of contract or otherwise by reason of professional services requested, given, omitted or rendered, except within
(a) two years from the day the person commencing the action knew or ought to have known the facts upon which he or she alleges negligence, breach of contract or other cause of action, or
(b) where the person entitled to bring an action is, at the time the cause of action arises, an infant, a mental incompetent, or a person of unsound mind, two years from the date when such person becomes of full age, or of sound mind, or as the case may be,
whichever is longer.
61 A resolution, report, recommendation, decision, finding or order of the Board or any committee of the Board or any committee of the CPA New Brunswick in writing signed by all directors or persons entitled to vote on such resolution, report, recommendation, decision, finding or order, or signed counterparts thereof, is as valid as if passed, enacted, determined or made at a meeting of the Board or such committee.
62 No action or other proceeding lies or shall be instituted against the CPA New Brunswick, the Board, any of the committees of the Board or of the CPA New Brunswick, any member, officer or employee of any of the foregoing bodies or a custodian, and none of them shall be liable for any loss or damage of any kind suffered or incurred by any person, for or as a result of anything done or not done, any proceedings taken, or any order made or enforced by it or them in good faith in the administration of or pursuant to this Act, the previous Acts, the by-laws or rules.
63 Whenever notice is required or permitted to be made or given pursuant to the Act, the by-laws or rules any such notice shall be deemed to have been received seven days after the mailing by ordinary mail of any such notice to the last known address of the person to whom it is directed.
PART XI – LEGACY DESIGNATIONS
64 In this part, “Legacy Designation” means the designations, titles, names, descriptions, abbreviations, or initials
(a) “chartered accountant”, “comptable agréé”, “C.A.”, “CA”, “F.C.A.” and “FCA” in respect of members of the New Brunswick Institute of Chartered Accountants,
(b) “certified general accountant”, “comptable général accrédité”, “C.G.A.”, “CGA”, “F.C.G.A.” and “FCGA” in respect of members of the Certified General Accountants Association of New Brunswick, and
(c) “registered industrial and cost accountant,” “certified management accountant”, “comptable en management accrédité”, “R.I.A.”, “RIA”, “C.M.A.”, “CMA”, “F.C.M.A.” and “FCMA” in respect of members of the Society of Management Accountants of New Brunswick.
Legacy Designation Protections
65(1) Upon the coming into force of this Act, neither the CPA New Brunswick or any member shall
(a) give preference in any form to a Legacy Designation, a holder of a Legacy Designation, or students and candidates of a Legacy Body relative to another Legacy Designation or Legacy Body and its members,
(b) make any representation explicitly or implicitly to any person, government or entity of any kind that the competence and skills of a holder of a Legacy Designation are superior or inferior to the competence and skills of a holder of another Legacy Designation based solely on the Legacy Designation held by a member,
(c) sustain the role of a Legacy Body or member in any function of any kind while precluding or impeding access to that function by another Legacy Designation holder based solely on the other Legacy Body or Legacy Designation,
(d) impede the access of a holder of a Legacy Designation to any part of the accounting profession or practice of a chartered professional accountant to which that person had access to prior to this Act coming into force, or
(e) in respect of any education or professional development program differentiate between members based on the Legacy Designation held by a member, provided this does not preclude the support of Legacy Body education programs pending the introduction of unified the CPA New Brunswick education programs or the adaptation of any program to member needs based on specific member competency and experience.
65(2) All members shall have access to all available member services, supports, privileges and courses from the CPA New Brunswick without differentiation or preference based solely on the Legacy Designation held by a member.
65(3) All members who at the time this Act comes into force are entitled to engage in public practice and had public accounting or auditing rights under a Legacy Body shall retain all such rights as members of the CPA New Brunswick.
65(4) Pending the development and introduction of unified CPA New Brunswick education programs, Legacy Body programs may be continued and supported, provided existing Legacy Designations will only be issued to members who have successfully completed educational programs of a Legacy Body, and such members shall be entitled to use the applicable Legacy Designation issued, as provided in section 66.
65(5) Notwithstanding any other provision of this Act, no by-law, rule, action or decision of any kind by the Board or the CPA New Brunswick that would have the effect of
(a) adopting requirements that discriminate against the holders of a Legacy Designation,
(b) issuing, supporting or promoting any designation other than “chartered professional accountant”, “comptable professionnel agréé”, “C.P.A.” or “CPA”, or
(c) resulting in materially less rigor in any existing rule of professional conduct,
shall have any force or effect and shall not be acted upon until approved by a majority vote of not less than eighty percent of the directors and confirmed by a majority vote of not less than eighty percent of the members at an annual or special meeting of the members.
Designation Usage
66(1) Upon the coming into force of this Act, a member who holds a Legacy Designation
(a) may continue to use the Legacy Designation that the member was authorized to use by the Legacy Body, and indefinitely thereafter, so long as the member remains a member of the CPA New Brunswick, and
(b) may use the designation “C.P.A.”, “CPA”, “chartered professional accountant” or “comptable professionnel agréé” so long as the member’s Legacy Designation is appended thereto, provided that ten years after the coming into force of this Act or such earlier date as may be prescribed, the member may cease appending the Legacy Designation.
66(2) Members who do not hold a Legacy Designation may only use the designations: “C.P.A.”, “CPA”, “chartered professional accountant” or “comptable professionnel agréé” in the manner prescribed.
66(3) Public accounting firms that were registered or licensed by a Legacy Body at the coming into force of this Act may
(a) represent themselves to the public using the designations “C.P.A.”, “CPA”, “chartered professional accountant” or “comptable professionnel agréé” without a Legacy Designation, or
(b) for no more than three years after the coming into force of this Act or such further time as may be prescribed, append the applicable Legacy Designation to the designation “C.P.A.”, “CPA”, “chartered professional accountant” or “comptable professionnel agréé”.
66(4) Public accounting firms not registered or licensed by a Legacy Body at the coming into force of this Act upon becoming registered or licensed with the CPA New Brunswick shall only represent themselves to the public using the designations “C.P.A.”, “CPA”, “chartered professional accountant” or “comptable professionnel agréé”.
66(5) Notwithstanding paragraph (3)(b), public accounting firms registered with the CPA New Brunswick shall only represent themselves using the designation “Chartered Professional Accountant” or “comptable professionnel agréé” when signing and issuing assurance reports of any kind.
PART XII – TRANSITIONAL
67 The name and address of every person who at the coming into force of this Act is a member in good standing of the Legacy Bodies pursuant to the previous Acts and the by-laws made thereunder shall be entered in the register or professional corporations register as the case may be.
68 Notwithstanding any other provision of this Act, upon this Act coming into force the number of directors of the CPA New Brunswick, their respective terms of office, the manner of their appointment or election and their qualifications shall be in accordance with the following conditions:
(a) there shall be nine directors consisting of the three directors appointed by each of the Legacy Bodies to act as directors of the Unification Agency in place prior to this Act coming into force, and in the absence or inability of any such person to act, directors appointed by each of the Legacy Bodies so that each Legacy Body shall have appointed three directors,
(b) three directors appointed by the Board to represent the public,
(c) the Chair of the Board shall be elected from among the directors by the Board for such term not exceeding two years as is determined by the Board,
(d) the President, shall serve as an ex officio director, but shall have no vote,
(e) directors shall be appointed to staggered terms of three years and shall be eligible for one renewal term, and
(f) there shall be an Executive Committee of the Board that shall be composed of at least one director appointed by each Legacy Body,
until fifteen months after the coming into force of this Act or such further time as may be prescribed, following which date this section shall no longer be of any force or effect.
69(1) The Chartered Accountants Act 1998, chapter 53 of the Acts of New Brunswick, 1998, An Act Respecting The Certified General Accountants’ Association of New Brunswick, chapter 86 of the Acts of New Brunswick, 1986, the Certified Management Accountants Act 1995, chapter 55 of the Acts of New Brunswick, 1995, An Act to Incorporate The Certified Public Accountants’ Association of New Brunswick, chapter 41 of the Acts of New Brunswick, 1951 and An Act to Incoporate the Institute of Accredited Public Accountants of New Brunswick, chapter 166 of the Acts of New Brunswick, 1947, are repealed.
69(2) Until by-laws of the CPA New Brunswick are enacted under this Act, any by-law, regulation or rule made or fees prescribed under or pursuant to any enactment repealed by this Act and in force at the commencement of this Act shall notwithstanding any conflict with this Act continue in force and have effect in respect of the applicable Legacy Body and its members as if made or prescribed under this Act.
69(3) Any complaint received or proceeding commenced prior to this Act coming into force with respect to a complaint against a member of any of the Legacy Bodies, including any appeal of any decision or order made, shall continue and be completed under the provisions of the applicable previous act, by-laws, regulations, resolutions and rules of the applicable Legacy Body until all such proceedings are concluded, unless the member affected and the CPA New Brunswick agree that the provisions of this Act and the by-laws and rules made thereunder apply, and any decision or order made shall have the same force and effect as if the previous Act and by-laws, regulations, resolutions and rules thereunder remained in full force and effect.
69(4) Notwithstanding any other provision of this Act, the first Board constituted under section 68 may enact the first by-laws of the CPA New Brunswick under this Act and such by-laws shall be valid, binding and effective from the date enacted by the Board until approved, amended or repealed at the first annual meeting of members, or a special meeting of members called to consider such by-laws, following this Act coming into force.
70 Nothing in this Act shall affect anything done or suffered, or any right, title or interest acquired before the commencement of this Act, or any legal proceedings or remedy in respect of any such thing, right, title or interest.
CONSEQUENTIAL
AMENDMENTS TO
PUBLIC ACTS
Auditor General Act
71 Section 1 of the Auditor General Act, chapter 118 of the Revised Statutes, 2011, is amended in the definition of “qualified auditor” by striking out “a recognized accounting association” and substituting “the Chartered Professional Accountants of New Brunswick”.
Clean Environment Act
72 Subsection 15.2(22) of the Clean Environment Act, chapter C-6 of the Revised Statutes, 1973, is amended by striking out “chartered accountant or a certified general accountant” and substituting “chartered professional accountant”.
Credit Unions Act
73(1) Subparagraph 113(3)(a)(i) of the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is amended by adding “the Chartered Professional Accountants of New Brunswick or” before “an institute”.
73(2) Subparagraph 217.2(2)(a)(i) of the Act is amended by adding “the Chartered Professional Accountants of New Brunswick or” before “an institute”.
73(3) Subparagraph 252.1(2)(a)(i) of the Act is amended by adding “the Chartered Professional Accountants of New Brunswick or” before “an institute”.
Higher Education Foundation Act
74(1) Paragraph 12(2)(b) of the Higher Education Foundation Act, chapter 169 of the Revised Statutes, 2011, is amended by striking out “practising public accountant” and substituting “chartered professional accountant”.
74(2) Subsection 12(3) of the Act is amended by striking out “practising public accountant” and substituting “chartered professional accountant”.
Loan and Trust Companies Act
75 Subsection 1(1) of the Loan and Trust Companies Act, chapter L-11.2 of the Acts of New Brunswick, 1987, is amended in the definition “accountant” by striking out “practising accountant, is a member of a recognized accounting institute or association” and substituting “chartered professional accountant”.
Municipal Debentures Act
76 Section 24 of the Municipal Debentures Act, chapter M-21 of the Revised Statutes, 1973, is amended by striking out “chartered accountant or a certified general accountant” and substituting “chartered professional accountant”.
Municipalities Act
77 Subsection 82(1) of the Municipalities Act, chapter M-22 of the Revised Statutes, 1973, is amended by striking out “chartered accountant or a certified general accountant” and substituting “chartered professional accountant”.
New Brunswick
Public Libraries Foundation Act
78 Paragraph 13(2)(b) of the New Brunswick Public Libraries Foundation Act, chapter 195 of the Revised Statutes, 2011, is amended by striking out “practising public accountant” and substituting “chartered professional accountant”.
Political Process Financing Act
79 Subsection 1(1) of the Political Process Financing Act, chapter P-9.3 of the Acts of New Brunswick, 1978, is amended by repealing the definition of “accountant” and substituting the following:
“accountant” means a chartered professional accountant; (comptable)
Regional Service Delivery Act
80 Subsection 29(2) of the Regional Service Delivery Act, chapter 37 of the Acts of New Brunswick, 2012, is amended by striking out “chartered accountant or a certified general accountant” and substituting “chartered professional accountant”.
Workplace Health, Safety and Compensation Commission Act
81(1) Subsection 19(1) of the Workplace Health, Safety and Compensation Commission Act, chapter W-14 of the Acts of New Brunswick, 1994, is amended by striking out “chartered accountant or certified general accountant” and substituting “chartered professional accountant”.
81(2) Subsection 19(3) of the Act is amended by striking out “chartered accountant or certified general accountant” and substituting “chartered professional accountant”.
82 This Act comes into force on September 1, 2014.
FORM A
IN THE COURT OF QUEEN’S BENCH OF NEW BRUNSWICK
JUDGMENT
The Hearing Committee [or the Court] [or the Practice Inspection Committee] [or ______________________] having on the ________ day of ________ A.D. 20___, ordered that A.B. pay the costs of ___ on an investigation, proceeding [or hearing of a complaint made by C.D.] [or a fine] (or that C.D. pay the costs of ___ on an investigation, proceeding or hearing of a complaint made by the said C.D.); and
The fine [or costs including disbursements] having been certified by the Registrar of the Chartered Professional Accountants of New Brunswick on the ____ day of ____, A.D. 20__;
It is this day adjudged that the Chartered Professional Accountants of New Brunswick or A.B. or C.D. or (as the case may be) recover from A.B. or C.D. the sum of $____.
DATED this __________ day of , 20____.
_____________________________________________
Clerk of the Court of Queen’s Bench of New Brunswick