 l    .




             TIZE     ATTOIZNEY             GENERAL.
                             OF   TEXAS




                      January 14, 1970


Honorable L. Ludwell Jones                   Opinion No. M-556
Chairman
State Board of Public Accountancy           Re:   Effect of Article 1528e,
Perry-Brooks Building                             Vernon's Civil Statutes,
Austin, Texas 78701                               the Texas Professional
                                                  Corporatlons   Act, upon the
                                                  administration   of the Public
                                                  Accountancy Act of 1945,
Dear Mr. Jones:                                   Art. 41-A, V.C.S.
            In your recent    letter  to this office,   you requested   an
opinion   on the following    questlons,  to wit:
           1. Whether the Texas Professional        Corpora-
     tion Act, Acts 1969, 61st Legislature,       Regular
     Session, Chapter 779, page 2304, which became
     state law on January,l,       1970, has the effect  of
     repealing
         Section 8(a)    (c)    (e).
                                . .-  (f).
                                      . ~- (h),
                                           .
         Section lOfc!.
                    ,~,_   fd!.
                           . .i
         Section 21 and
         Section 221a),
     of the Public Accountancy Act of 1:9457 (Article
     4la, Vernon’s Civil Statutes)
          2. You also requested        an opinion as to
     whether there are any other       conflicts  between
     the two Acts.
            3. You further enclosed a copy of the Rules
      of Professional  Conduct of the State Board of
      Public Accountancy and requested that this office
      review these rules with special attention  directed
      to Rule 10, and advise you if any of these rules
      are In conflict  with the new Professional Corpora-
      tion Act.
          You are advised that in answer to question No. 1, the
only parts of the Public Accountancy Act of 1945 which are in
effect repealed are all of Section 8(f), Section 10(c), in part,

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Hon. L. Ludwell         Jones,     page 2 (M-556)


and Section     21,     In part,     hereinafter     set out.
            “Section 8(f) . No corporation         shall
     assume or use the title        or designation       ‘cer-
     tified   public accountant,’       or ‘public accountant,’
     nor shall any corporation         assume or use the title
     or designation     ‘certified     accountant,’      ‘chartered
     accountant, ’ ‘enrolled       accountant,’     ‘licensed
     accountant, ’ ‘registered       accountant,’      or any
     other title    or designation      likely   to be confused
     with ‘certified     public accountant’ or ‘public
     accountant, ’ or any of the abbreviations              ‘CPA,’
      ‘PA,’ ‘EA,’ IRA,’ or ‘LA,’ or similar abbrevla-
     tions likely    to be confused with ‘CPA.’ If a
     corporation    was registered      under Section 10 of
     the Public Accountancy Act of 1945, prior to
     November 1, 1945, and holds a live permit under
     Section 9 hereof,      it may use the same deslgna-
     tlons applicable      to certified     public accountants
     or public accountants hereinabove set out.”
             All of Section    8(f) Is in effect repealed by necessary
implication    by Section 8 of the Texas Professional      Corporation
Act, which expressly      allows a Professional  Corporation to adopt
any name that is not contrary to the law or ethics regulating
the practice    of the professional    service rendered through the
professlonal    corporation.
              Section     10 of the Public         Accountancy   Act states:
           “The following persons shall be registered
     with the Board for the practice   of public ac-
     countancy in this state:
              “(a)      . . .
              “(b)      . . .

           “(Cl  corporations  qualified      under Sec-
     tion 21 of the Public Accountancy Act of 1945.
     Provided,  however, that no corporation       may
     hereafter  be created for the purpose of en-
     gaging In the practice   of public accountancy
     within this state after.the    effective     date of




              “(d)      . . .”
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                                                                     c   .;




                Hon. L. Ludwell Jones,        page 3 (M-556)


                           The last two sentences which are underlined In sub-
                section (c) of the above Section are In effect repealed by the
                Texas Professional    Corporations Act, which allows the creation
                of a corporation   for the purpose of engaging In the practice    of
                public accountancy within this State upon a perpetual basis or
                for a period stated In the Articles     of Incorporation.
                               “Section 21.       A corporation   authorized to
                        engage In the practice        of public accountancy in
                        this-State     and-actually     engaged In such practice
                        at the time of the enactment of thi            A t
                        register    with the Board as a corpor~tik’e~~~ged
                        In the practice      of public accountancy.        Appllca-
                        tion for such registration         must be made upon the
                        affidavit    of an officer      of such corporation.      The
                        Board shall In each case determine whether the
                        applicant     Is eligible    for registration.      A cor-
                        poration which Is so registered          and which holds
                        a permit issued under this Act may practice
                        oublic
                        .-~ ~~~ accountancv       under a coroorate    name in-
                        dicatlng    that It is engaged In-such practice,
                        provided It had such corporate          name before
                        the enactment of this Act .” (Emphasis added.)
                           The underlined portions    of the above Section 21 are in
                effect  repealed by Section 4 of the Texas Professional      Corporation
                Act, which does not restrict    the right to practice   public accountancy
                to a corporation  which actually   engaged in such corporate    activity
                or had such corporate name before the enactment of the Public
                Accountancy Act of 1945.
                              In answer to question                NO. 2, you are advised   that   no
                other    conflicts  are apparent.
                          In answer to question No. 3, you are advised that Rule
                No. 10 is In direct conflict  with the Texas n?ofessional Corpora-
                tion Act.  No other conflicts  are found.
                                            SUMMARY
                               All of Section 8(f) of the Public Accountancy
                        Act of 1945, Article    &la, V.C.S.,  the last two
                        sentences of Section 10(c),     . . . “Provided, how-
                        ever, that no corporation    may hereafter   be created
                        for the purpose of engaging in the practice      of
                        public accountancy within this state after the
                        effective   date of this Act.    No corporate charters


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Hon. L. Ludwell Jones,    page 4 (M-556)


     or corporate permits shall be renewed one (1)
     year after the effective      date of this Act"
     . . .,   and  the  two clauses   of Section 21, which
     read, "and actually      engaged In such practlze      at
     $he time of the enactment of this Act. . .            and
              provided it had such corporate name before
     &e'eAactment      of this Act", were the only parts
     of, said Acts which were in effect       repealed on
     January 1, 1970, when the Texas Professional
     Corporation    Act (Article    1528e, V.C.S.) became
     law.    Rule No. 10 of the:Rules      of Professional
     Conduct of the State .Board of .Publlc Accountancy
     is in conflict     with the Texas Professional      Coti-
     poration Act.




Prepared by Sam L. Jones, Jr.
Assistant Attorney General
APPROVED:
OPINIONCOMMI!M'EE
Kerns    Taylor, Chairman
Alfred    Walker, Co-Chairman
Austin    C. Bray, Jr.
Scott    Garrison
Ralph    Rash
James    Quick
MEADEF, ORIFFIN
Staff Legal Assistant
NOLAWRITE
First Assistant




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