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Doolittle LLP, a CPA firm, has been doing financial statement auditing for Honesty Corp. for the last 10 years. While auditing last year’s financial statements of Honesty, Doolittle finds out that Honesty has overstated assets by 12 percent and revenues by 19 percent to make up for the huge losses it incurred. When Doolittle informed the management of Honesty about this illegal act, Honesty’s management threatened to cancel Doolittle’s contract with Honesty and demanded back the corporate records and working papers from Doolittle. Should Doolittle give them back? Who owns them? Who has right of access to them? If Doolittle is forced by Honesty to destroy those papers, under which act can Doolittle be punished? Does the AICPA Code of Professional Conduct address this type of situation? If so, identify and provide a summary of that portion of the AICPA Code of Professional Conduct.

Your initial post should include evidence that supports your decision.

To participate in follow-up discussion, refer to the AICPA Code of Professional Conduct and summarize an item that is considered an act discreditable and compare your findings to that of a classmate.

referrence attached

Contributors: 

D.J. Sartorio 
Jeffrey M. Alperin 

August 2007 

Bolingbrook 

Chicago 

Los Angeles 

Newark 

New York 

Orange County 

Wheaton 

Tressler, Soderstrom, Maloney & Priess, LLP 
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50 State Survey: Accountants’ 
Liability to Third Parties

Please note that statutes and case law vary from state to state and from time to time. This survey
does not encompass all possible exceptions to statutes and it does not discuss all possible case
law variations. In addition, choice of law rules may impact the result in certain cases.

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Contributed by:  D.J. Sartorio and Jeffrey Alperin.  D.J. may be reached at [email protected] or 312‐627‐4093 and Jeffrey 

may be reached at [email protected] or 312‐627‐4172
1

 

ACCOUNTANTS’ LIABILITY TO THIRD PARTIES

Public accountants owe their clients a legal and contractual duty of due care.
Accountants may also owe a duty of due care to third parties who rely on their work. The courts
have adopted different standards for determining when such a duty exists. Below is a description
of each standard, followed by appendices identifying the standard applied by each state.1

1. Privity:

a. Traditionally an accountant could not be held liable in contract or tort (e.g.
negligence) to a third party with whom accountant was not in privity of contract.

b. Accountant’s duty of care only extends to parties in contractual privity with

accountant.

2. Near Privity:

a. Modifies the privity doctrine to include others whose relationship with the

accountant approaches privity.

b. Requirements:

(1) Accountant knew the financial statements were to be used for a
particular purpose;

(2) Accountant intended that a known third party rely; and

(3) Accountant’s actions were connected to the third party, demonstrating

accountants’ knowledge of that party’s reliance.2

c. Demanding standard because a casual connection is insufficient to link accountant
to third party as required.3

1 Accountants may also be liable to third parties for fraud, regardless of the standards described herein, if there is
fraudulent intent and detrimental reliance. See e.g., Joel v. Weber, 569 N.Y.S.2d 955 (N.Y. App. Div. 1991); Aetna
Cas. & Sur. Co. v. Leahey Const. Co., 219 F.3d 519 (Ohio Ct. App. 2000); Dougherty v. Zimbler, 922 F. Supp. 110
(N.D. Ill. 1996); Curiale v. Peat, Marwick, Mitchell & Co., 630 N.Y.S.2d 996 (N.Y. App. Div. 1995); Howard v.
Dun & Bradstreet, Inc., 220 S.E.2d 702 (Ga. Ct. App. 1975); Stephens Indus., Inc. v. Haskins & Sells, 438 F.2d 357
(Colo. Ct. App. 1971).
2 Credit Alliance Corp. v. Arthur Andersen & Co., 438 N.E.2d 110 (N.Y. 1985).
3 William Iselin & Co. v. Mann Judd Landau, 522 N.E.2d 21 (N.Y. 1988)

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Contributed by:  D.J. Sartorio and Jeffrey Alperin.  D.J. may be reached at [email protected] or 312‐627‐4093 and Jeffrey 

may be reached at [email protected] or 312‐627‐4172
2

 

(1) Most parties not in actual privity of contract with the accountant will not
meet the standard because it requires proof that:

(a) Accountant’s words or actions were directed towards the third

party; or

(b) Something in the client’s employment itself established a nexus

approaching privity with the third party.4

(2) In most cases the accountant will not have communicated directly with
the third party and thus the employment will, at best, be only
incidentally for the purpose of inducing the third party to extend credit
to, invest in, or transact business with the client.5

d. Third party must establish that it is an intended beneficiary of the accountant’s

employment by the client. This can be established by evidence that the primary
purpose of the accountant’s engagement was:

(1) To prepare financial statements, reports, or opinions for the use of the

third party; or

(2) To be available on an ongoing basis to answer third party’s questions

regarding the client’s financial statements or condition or regarding the
accountant’s opinion.6

e. A complaint alleging the following states a cause of action under this standard:

(1) Accountant was aware the financial statements would be used in
connection with a particular transaction;

(2) Accountant was a key advisor to the client regarding the transaction; and

(3) Accountant has repeated direct communications with the third party

regarding the client’s financial position.7

3. Restatement § 552:8

a. Currently represents the majority view.

b. Provides that “one who supplied information during the course of his business,

profession, employment, or in any transaction in which he has a pecuniary interest

4 Westpac Banking Corp. v. Deschamps, 484 N.E.2d 1351 (N.Y. 1985)
5 Dan L. Goldwasser and M. Thomas Arnold, Accountants’ Liability, (Prac. Law Inst. 2001).
6 Sec. Pacific Bus. Credit, Inc. v. Peat Marwick Main & Co., 597 N.E.2d 1080 (N.Y. 1992).
7 Dept. of Econ Dev. v. Arthur Andersen & Co., 924 F. Supp. 449 (S.D.N.Y. 1996).
8 Restatement of Torts 2d, § 552 (1977).

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Contributed by:  D.J. Sartorio and Jeffrey Alperin.  D.J. may be reached at [email protected] or 312‐627‐4093 and Jeffrey 

may be reached at [email protected] or 312‐627‐4172
3

 

has a duty of reasonable care and competence to parties who rely upon the
information in circumstances in which the maker was manifestly aware of the use
to which the information was to be put and intended that it be so used.”9

c. Accountant’s liability extends to a foreseeable person or limited class of persons

for whom the information was intended, either directly or indirectly, even if the
identity of the person is unknown.10

d. Reliance must be actually foreseen.11

(1) For example, accountant supplies information to a third party or limited

class of third parties; or

(2) Accountant knows the recipient of the information intends to supply it to

the third party or limited class of third parties.12

e. Courts look to the purpose for which the accountant’s financial statement was
made to determine whether the third party’s reliance is justifiable.

(1) Accountant must have made the statement to induce the third party to

rely upon it.13

(2) Accountant is not liable absent actual knowledge of the use of the

statement.14

(3) Liability to third party is more likely if accountant supplied information

directly to the third party.15

(4) Third party must rely on the actual statement and not a secondhand
report of the same.16

f. Accountant may limit liability by disclaimer alerting parties not in privity that

they rely at their peril.

9 Id.
10 Id.
11 Goldwasser and Arnold, supra note 5.
12 Id.
13 Id. If this cannot be shown there will be no liability in the absence of privity, willfulness, physical harm or
property damage
14 Nycal Corp. v. KPMG Peat Marwick LLP, 688 N.E. 2d 1368 (Mass. 1998); But cf. Arthur Andersen LLP v.
Superior Court, 79 Cal. Rptr. 2d 879 (Cal. App. 1998) (accountants, in the business of auditing insurance
companies, charged with knowledge of law pertaining to insurance company audits and, thus, that financial
statements would be furnished to Insurance Commissioner).
15 First Fla. Bank, N.A. v. Max Mitchell & Co., 558 So. 2d. 9 (Fla. 1990).
16 Raritan River Steel Co. v. Cherry, Bekaert & Holland, 367 S.E.2d 609 (N.C. 1988).

Tressler LLP | Copyright ©2007 
Contributed by:  D.J. Sartorio and Jeffrey Alperin.  D.J. may be reached at [email protected] or 312‐627‐4093 and Jeffrey 

may be reached at [email protected] or 312‐627‐4172
4

 

g. Accountant has a duty to those whose reliance is actually foreseen, even if the
specific identity of the person(s) is not known.

4. Foreseeability:

a. Accountant is liable to all third parties whose reliance upon accountant’s
negligently prepared financial statement is reasonably foreseeable.17

b. Unlike the Restatement standard, the third party need not be a person or one of a

class of persons whose reliance was actually foreseen by the accountant.

c. Creates broad potential liability and thus several courts have established limits.

For example: Accountant not liable for a foreseeable injury if there is a strong
public policy reason for denying recovery.18

5. Statute:

a. Several states have enacted statutes limiting the civil liability of accountants
resulting from the negligent preparation of financial reports or statements.19

b. For example, legislation in Illinois, Arkansas, Michigan, and Utah provides that

an accountant will not be held liable in negligence to persons not in privity if the
accountant sends a letter to the client identifying only those persons he or she
intends to rely on the services; the accountant will only be liable to the identified
persons and to those in privity.20

17 H. Rosenblum, Inc. v. Adler, 461 A.2d 138 (N.J. 1983).
18 Citizens Nat’l Bank v. Timm, Schmidt & Co., 335 N.W.2d 361 (Wis. 1983); See also, Rosenblum, supra note 17 at
153 (institutional investor who does not obtain audited statements directly from company may not recover from its
accountant); Touche Ross & Co. v. Commercial Union Ins. Co., 514 So. 2d 315, 322-23 (Miss. 1987) (accountant
“remains free to limit the dissemination of his or her opinion through a separate agreement with the audited entity.”).
19 See Appendices I and II.
20 See Appendix I for citations of statutes.

i

APPENDIX I

MATRIX OF STANDARDS APPLIED BY EACH STATE
(Alphabetically by State)

STATE STANDARD APPLIED AUTHORITY

Alabama Restatement § 522 Boykin v. Arthur Andersen & Co., 639 So. 2d 504
Ala. 1994).

Alaska Restatement § 522 Selden v. Burnett, 754 P. 2d 256 (Alaska 1988).

Arizona Restatement § 552 Standard Chartered PLC v. Price Waterhouse, 945
P.2d 317 (Ariz. Ct. App. 1996).

Arkansas Statute similar to
near privity
(accountant can limit
liability by letter)

Swink v. Ernst & Young, 988 S.W.2d 660 (Ark
1995); Ark. Stat. Ann. §§16-114-302,17-12-701.

California Restatement § 552 Bily v. Arthur Young & Co., 834 P.2d 745 (Cal.
1992).

Colorado Privity Stephens Indus., Inc. v. Haskins & Sells, 438 F.2d
357 (Colo. Ct. App. 1971).

Connecticut Near Privity Twin Mfg. Co. v. Blum, Shapiro & Co., 602 A. 2d
1079 (Conn. Super. Ct. 1991).

Delaware None specified to
date

District of
Columbia

None specified to
date

Florida Restatement § 552 First Fla. Bank, N.A. v. Max Mitchell & Co., 558
So. 2d 9 (Fla. 1990).
NationsBank, N. A. v. KPMG Peat Marwick LLP,
813 So. 2d 964 (Fla.App. 2002)

Georgia Restatement § 552 Badische Corp. v. Caylor, 356 S.E.2d 198 (Ga.
1987).

Hawaii Restatement § 552 Kohala Agric. V. Deloitte & Touche, 949 P.2d 141
(Haw. Ct. App. 1997).

ii

Idaho Near Privity Idaho Bank & Trust Co. v. First Bancorp, 772 P.2d
720 (Idaho 1989).

Illinois Statute (accountant
can limit liability by
letter)

Ill. Comp. Stat. Ann. Chap. 225, § 450/30.1.

Indiana Near Privity Toro Co. v. Krouse, Kern & Co., 827 F.2d 155 (7th
Cir. 1987).

Iowa Restatement § 552 Eldred v. McGladrey, Hendrickson & Pullen, 468
N.W.2d 217 (Iowa 1991).

Kansas Statute (similar to
near privity)

Kan. Stat. Ann § 1-402.

Kentucky Restatement §552 Ingram Indus., Inc. v. Nowicki, 527 F. Supp. 683
(E.D. Ky. 1981).

Louisiana Restatement § 552 First Nat’l Bank of Commerce v. Monco Agency
Inc., 911 F.2d 1053 (5th Cir.1990).

Maine Restatement § 552 Bowers v. Allied Inv. Corp., 822 F. Supp. 835 (D.
Me. 1993).

Massachusetts Restatement § 552 Nycal Corp. v. KPMG Peat Marwick LLP, 688 N.E.
2d 1368 (Mass. 1998).

Maryland Near Privity PPM America, Inc. v. Marriott Corp., 820 F. Supp.
970 (D. Md. 1993).
Walpert, Smullian & Blumenthal, P.A. v. Katz, 762
A.2d 582 (Md. 2000)

Michigan Statute (accountant
can limit liability by
letter)

Restatement § 552

M.C.L.A. § 600.2962.

Law Offices of Lawrence J. Stockler, P.C. v. Rose,
436 N.W. 2d 70 (Mich. App. 1989).

Minnesota Restatement § 552 NorAm Inv. Servs., Inc., v. Stirtz, Bernards, Boyden,
Surdel & Larter, 611 N.W.2d 372 (Minn. App.
2000).

Mississippi Foreseeability MidAmerican Bank & Trust Co. v. Harrison, 851
S.W.2d 563 (Mo. Ct. App. 1993) Touche Ross &

iii

Co. v. Commercial Union Ins. Co., 514 So. 2d 315
(Miss. 1987).

Missouri Restatement § 552 Mark Twain Plaza Bank v. Lowell H. Listrom &
Co., 714 S.W. 2d 859 (Mo. App. 1986).
MidAmerican Bank & Trust Co. v. Harrison, 851
S.W.2d 563 (Mo. Ct. App. 1993)

Montana Near Privity Thayer v. Hicks, 793 P.2d 784 (Mont. 1990).

Nebraska Restatement §552

Privity

St. Paul Fire & Marine Ins. Co. v. Touche Ross &
Co., 507 N.W.2d 275 (Neb. 1993).

Citizens Nat. Bank of Wisner v. Kennedy and Coe,
441 N.W.2d 180 (Neb. 1989).

Nevada Privity Eikelberger v. Rogers, 549 P.2d 748 (Nev. 1976).

New Hampshire Restatement § 552 Spherex, Inc. v. Alexander Grant & Co., 451 A.2d
1308 (N.H. 1982).
Demetracopoulos v. Wilson, 640 A.2d 279 (N.H.
1994)

New Jersey Statute similar to
near privity

Foreseeability

N.J. Stat. Ann. § 2A: 53A-25.

H. Rosenblum, Inc. v. Adler, 461 A.2d 138 (N.J.
1983).

New Mexico None specified to
date

New York Near Privity

Parrott v. Coopers & Lybrand, 741 N.E.2d 506
(N.Y. 2000).

North Carolina Restatement § 552 Raritan River Steel Co. v. Cherry, Bekaert &
Holland, 367 S.E. 2d 609 (N.C. 1988).
Marcus Bros. Textiles, Inc. v. Price Waterhouse,
LLP, 513 S.E.2d 320 (N.C. 1999)

North Dakota None specified to
date

Ohio Restatement § 552 Haddon View Inv. Co. v. Coopers & Lybrand, 436
N.E.2d 212 (Ohio 1982).
Fed. Mgt. Co. v. Coopers & Lybrand, 738 N.E.2d

iv

842 (Ohio Ct. App. 2000)

Oklahoma Foreseeability Stroud v. Arthur Andersen, 37 P.3d 783 (Okla.
2001).

Oregon Restatement §552 U.S. Nat’l Bank of Oregon v. Fought, 630 P. 2d 337
(Or. 1981).

Pennsylvania Privity Pell v. Weinstein, 759 F. Supp. 1107 (M.D. Pa.
1991).

Rhode Island Restatement § 552 Forcier v. Cardello, 173 B.R. 973 (D. R.I. 1994).

South Carolina Restatement § 552 ML-Lee Acquisition Fund, L.P. v. Deloitte &
Touche, 489 S.E. 2d 470 (S.C. 1997).

South Dakota None specified to
date

Tennessee Restatement § 552 Bethlehem Steel Corp. v. Ernst & Whinney, 822
S.W.2d 592 (Tenn. 1991).

Texas Restatement § 552 Scottish Heritable Trust v. Peat Marwick Main &
Co., 81 F.3d 606 (5th Cir.1996).

Utah Statute (accountant
can limit liability by
letter)

Restatement §552

Utah Code Ann. § 58-26-12.

Milliner v. Elmer Fox & Co., 529 P.2d 806 (Utah
1974).

Vermont Restatement § 552 Nordica USA, Inc. v. Deloitte & Touche, 839 F.
Supp. 1082 (D. Vt. 1993).

Virginia Privity Ward v. Ernst & Young, 435 S.E.2d 628 (Va. 1993).

Washington Restatement §552 ESCA Corp. v. KPMG Peat Marwick, 959 P.2d 651
(Wash. 1998).

West Virginia Restatement § 552 Costa v. Neimon, 366 N.W.2d 896 (Wis. Ct. App.

v

1985) First Nat’l Bank v. Crawford, 386 S.E.2d 310
(W. Va. 1989).

Wisconsin Foreseeability Citizens Nat’l Bank v. Timm, Schmidt & Co., 335
N.W.2d 361 (Wis. 1983).
Costa v. Neimon, 366 N.W.2d 896 (Wis. Ct. App.
1985)

Wyoming Statute similar to
near privity

Wyo. Stat. § 33-3-201.

APPENDIX II

MATRIX OF STATES APPLYING EACH STANDARD
(Organized by Standard)

PRIVITY

Colorado
Nevada

Pennsylvania
Virginia

NEAR PRIVITY

Connecticut
Idaho

Indiana
Maryland
Montana

New York

RESTATEMENT §522

Alabama
Alaska
Arizona

California
Florida
Georgia
Hawaii
Iowa

Kentucky
Louisiana

Massachusetts
Maine

Michigan*
Minnesota

Missouri
Nebraska

New Hampshire
North Carolina

Ohio
Oregon

Rhode Island
South Carolina

Tennessee
Texas
Utah*

Vermont
Washington

West Virginia

ii

FORESEEABILITY

Mississippi

New Jersey*
Oklahoma
Wisconsin

STATUTE

Arkansas
Illinois
Kansas

Michigan
New Jersey

Utah
Wyoming

NO STANDARD SPECIFIED TO DATE

Delaware
District of Columbia

New Mexico
North Dakota
South Dakota

* State governed also by statute.

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ffi

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June 1989

Legislating accountant’s third-party
liability.

by Lane, Michael R.

Abstract- The extent of accountant’s third-party liability has
traditionally been delineated by the court system under three different
approaches: the Ultramares approach, which is based on the
Ultramares Corp versus Touche court case, limits an accountant’s third-
party liability by eliminating ordinary negligence as a cause for lawsuits;
the restatement approach, which expands liability to third parties a
client intended as recipients of the work; and the foreseeable third
party (FTP) approach, placing the responsibility for negligence upon
accountants. Accountants should seek legislated limits to liability in
those states with FTP liability, since the scope of liability is very great.
Proposed liability legislation to conform with Ultramares might result in
a legislated approach less than FTP and approaching the Restatement
approach, thus limiting accountant’s liability.

HEADNOTE: The authors review the judicial history of accountants’ third-
party liability, and categorize its present status by state. They describe the
new legislation on this matter in Illinois, discuss its possible legal
implications, and report on a survey of firms to determine their response to
notification provisions of this law. They also make recommendations
regarding action for legislation in other states. For nearly 60 years the courts
have determined the extent of the accounting profession’s liability to third
parties. In 1986 the State of Illinois took a bold step by enacting the first
legislated limit on this type of liability. Third parties are seldom owed duties
by professionals. Thus, most professionals only need to worry about liability
to parties with privity of contract. Accountants, however, are in the unusual
position of having potential liability to unspecified or unknown third parties;
this is primarily due to the nature of the accountants’ work product–the
auditor’s report. Therefore, accountants are in a unique situation which
requires them to work for a particular client and to owe a duty of due care to

that client, as well as to unspecified third parties who may use and rely on
the report in making business decisions. This situation creates liabilities
beyond the scope of other professions. Because of this extended liability,
third parties who rely on the auditor’s report and subsequently sustain
financial loss often sue the accountant as well as the client on theories of
negligence and/or fraud. This tendency to name the accountants as
defendants is exacerbated because accountants are often the sole
remaining solvent party among defendants–the “deep-pocket” concept. As a
result state courts have been forced to determine the ultimate extent of an
accountant’s duty beyond the duty owed to the client.

Since Ultramares Corp. v. Touche (Ultramares), a 1931 New York lawsuit,
three different approaches to the extent of accountants’ duty to third parties
have developed in state courts. Is legislation the unifying solution? Perhaps,
but questions of statutory interpretation, as well as the degree of compliance
with the notification provisions in the Illinois legislation, leave significant
questions regarding the effect of the law.

The Three Judicial Approaches

Ultramares Approach

Ultramares was the first of the landmark cases which limited an accountant’s
liability to third parties by eliminating ordinary negligence as a cause of
action. The New York State Court of Appeals held that a cause of action
based on negligence could not be maintained by a third-party who was not
in contractual privity. However, the court ruled that a cause of action based
on fraud could be maintained. Despite the growth and maturity of today’s
accounting profession, seven states still hold the views expressed in
Ultramares.

Restatement of Torts Approach

Other states have subsequently expanded the exposure of accountants. The
Restatement approach expands accountants’ liabilities for negligence; any
third parties to whom the accountant supplies the work and any third parties
or groups (even though specific identifies are unknown) identified by the
client as intended recipients of the work will have a cause of action for
negligence. Rusch Factors Inc. v. Levin, 1968,(1) (which applied Rhode
Island Law) held an accountant liable for negligence to a plaintiff not in
privity of contract. See Exhibit 1.

Foreseeable Third Party Approach

The Foreseeable Third-Party Approach (FTP) is the third judicially
developed approach; it expands the liability to third parties further than the
Restatement. Currently four states have adopted this approach: New Jersey,

Wisconsin, California, and Mississippi. The first of these resulted from
Rosenblum, Inc. v. Adler,(2) a New Jersey case in which the court
considered the Ultramares rule and the Restatement approach and rejected
both while adopting the following view: generally, within the outer limits fixed
by the courts as a matter of law, the reasonably foreseeable consequences
of the negligent act define the duty and should be actionable.” The apparent
intent of the court was to place the responsibility for negligence upon the
party most capable of preventing it. Shortly thereafter, Wisconsin adopted a
similar position with some important modifications. In Citizens State Bank v.
Timm, Schmidt & Co., Wisconsin adopted the FTP approach with a clause
allowing for avoidance of the liability in the presence of strong public policy
requiring the avoidance. See Exhibit 2.

Under the FTP approach, the accountant does not have to know that the
client intends to distribute the audit report to third parties or that the third
parties rely upon it. Therefore, a third party, totally unknown to the
accountant, can have a cause of action. This view represents a significant
broadening of scope from the narrow privity rule established in Ultramares.

Exhibit 3 lists the states which have adopted one of the three approaches.
When a federal court decides these cases, the court is bound to apply the
law of the state where the federal court is located. If the state has expressly
adopted an approach to accountant third-party liability, then the federal court
can apply that approach. However, if the state has not expressly adopted an
approach, the federal court must predict which approach the state court
would adopt if presented with the case.

The problem with such predictions is that federal courts can and do disagree
about the approach a state would adopt. For example, two 1985 federal
cases disagreed about which approach Pennsylvania would adopt. In
Exhibit 3, the state has been categorized by the most recent or highest court
prediction. For states which have not adopted an approach, the use of
legislation could provide clarity and assist federal courts in a uniform
application of the law.

The Legislative Approach

Some states have not addressed the question of third-party liability of
accountants. Illinois, for example, has had little need to do so. In fact, only
one case has been addressed in Illinois. In Brumley v. Touche, Ross & Co.
the trial court ruled that the plaintiff had no cause of action and dismissed
the suit. However, on appeal the Illinois Appellate Court reversed and
remanded the finding based on adoption of the Restatement approach.

In August 1986, the Illinois General Assembly passed an amendment to the
Illinois Public Accounting Act, which has left Illinois somewhere between
Ultramares and Restatement. The law allows two exceptions to the rule of

privity. First, as in all the cited judicial findings, third parties who suffer a loss
as the result of fraud or intentional misrepresentation by the accountant will
have an actionable suit. The second exception places Illinois between the
two previously identified judicial positions. The accountant will be liable to
third parties who rely on the accountant’s report if the accountant knows of
the intended reliance and if the third parties are identified in writing and
receive a copy of the writing. Exhibit 4 shows the text of the amendment.

The unprecedented portion of this law is the required written notification by
the accountant–an unusual and confusing provision. In the majority of
instances, the accountant received notice of the identity of any third parties
from the client. Thus, it seems redundant that the accountant must notify the
client of the third parties who receive written notice. As a result, only
specifically identified third parties who have not been notified of their
identified third-party status will have an action against the accountant for
ordinary negligence.

Issues the Law Raised

Several issues exist that will be resolved only when legal action occurs
under this law; however, a brief discussion of a few issues is in order. First,
what are the implications of a client wanting to add one or more third parties
to list subsequent to the engagement? Because the law is written in the past
tense, it appears that such additional third parties are not covered. However,
if the accountant consents to their addition, will this allow action by a third
party? It appears that the action would be allowed because the purpose of
the law is to protect the accountant from liabilities to unknown third parties.

Does the law create a conflict of interest on the part of the accountant? If the
accountant is working for the best interest of the client, the list of identified
third parties should be as long and as broad as possible. This would allow
the client latitude in the use of the report. This same logic would apply if the
accountant is assumed to be working for the interest of the public. However,
in this litigious society accountants have an interest in protecting themselves
and their firms. Because a long list, or any list for that matter, may extend
the accountant’s liability, the accountant would prefer as short a list as
possible, or no list. At some point a compromise will be reached, but does
this allow for the protection of appropriate third parties? In legal parlance,
the accountant should have a good-faith duty to be informed of third parties
who are intended to receive the report. However, the client also must have a
good-faith duty to name only those third parties reasonably expected to
receive the report.

The Survey

In the absence of judicial precedent interpreting the Illinois law, the authors
surveyed the 25 largest accounting firms in Chicago, of whom 23

responded, including the 15 largest. Three pieces of information were
requested:

1. Does your firm have a written policy regarding who

can be identified as “identified third parties” under

Illinois Law? If so, what is the policy?

2. Will your firm send letters to identified third parties?

3. To whom will you send letters, or, why will your firm

not send these letters? The results were segregated into two groups in
Table 1: “Big 8 Firms” and “Other Firms.”

As shown, both the “Big 8 Firms” and “Other Firms” are split on the issue of
whether a policy should exist. In addition, and quite surprisingly, two firms
will not issue these letters; they take the position that they have
responsibility to their clients only. This position appears to be in direct
conflict with the good-faith duty discussed earlier. Although it is difficult to
predict a judge’s action if a case should arise, two viable options surface.
First, the judge could revert to the Restatement view set forth by the
Appellate Court during the Brumley appeal. This would, by all appearances,
extend the firm’s liability somewhat beyond the amendment, but not
significantly. The second would be to indicate that the absence of a good-
faith effort leaves the firm open to suit by all third parties. Although this
would be an extreme finding, it is possible; a judge might find that lack of a
good-faith effort should cause expansion of liability.

For firms without written policies but which will issue letters, the most
common procedure is to use the engagement partner, or this partner in
conjunction with legal counsel, to determine when letters should be sent and
to whom. This practice is similar to the practices of firms that have policies.
Other respondents indicated that letters are sent only when the partner
involved believes that the firm will benefit. Although no respondents
provided examples of where the firm would benefit, a counter example was
cited where the firm clearly would not benefit. That is, if an Illinois-based
lender lends to an out-of-state company and requests a letter from the
auditor of the out-of-state company, it is highly unlikely that this letter would
be issued, as it probably would extend the auditor’s liability, particularly if the
other state falls under Ultramares.

Regardless of policy, most firms respond primarily to direct requests from
the client. Any request from a third party would, of course, be referred to the
client if necessary. One respondent indicated that the firm ignores the new
privity law except to provide a letter to a third party when that third party
requests it; however, the firm will not ask its clients if they require third-party

letters. Although all of the “Big 8” firms will send letters, several of them, as
well as several of the “Other” firms, indicated that they either discourage
sending the letters or that they avoid doing so whenever possible. Although
this is clearly contrary to the spirit of the law, it is understandable because of
the absence of judicial precedent under this new law. Thus, much of the
trepidation regarding these letters stems from the fear of expanding liability
beyond the Restatement view (the judicial view accepted in Illinois prior to
the new law) by including parties who might not appear under that view.

Little consistency exists regarding the range of indicated types of letter
recipients. Table 2 presents the indicated recipients for cases where the
respondent indicated this information; current or potential investors are not
notified. It is also noteworthy that major brokerage firms are absent from the
list. However, this may not be inconsistent with the intent of the law because
its indicated purpose is to protect accountants from liability to unknown third
parties.

Recommendations on Use of Legislation

Legislation is frequently used to solve social problems. However, the
legislative process makes it impossible to predict the form of the solution
until it becomes law. The Illinois example clearly resulted in a maverick view
somewhere between Ultramares and Restatement. Any organized attempt
to legislate in another state should be prefaced by thoughtful consideration
of the present law and of whether an attempt to limit liability should be
risked.

States currently under the Ultramares approach do not need legislation; it
could only expand the potential liability. In the four states where the FTP
view has been adopted by judicial decision, legislation should be
considered. Although it may appear that there is nothing to lose by
attempting a legislative solution, the risk always exists that the result will be
unclear and potentially unworkable. However, in states adopting the FTP
approach, the extent of potential liability already is very great. Thus, it is
possible that a proposal to confirm with Ultramares would result in adopting
something less than FTP (possibly Restatement). If any legislative attempt
were made, an established view such as Ultramares or the Restatement
would have a greater chance of success and would have the advantages of
judicial precedent and the experience of time to aid its interpretation.

In the majority of states, any legislative attempt needs most thoughtful
consideration. These states are already in the middle ground of accountants’
third-party liability, where a limited class of third parties are potential
plaintiffs. However, other special interest groups, such as trial lawyers and
citizens’ interest groups, might lobby against an attempt to limit accountant
third-party liability. An attempt might result in a maverick view due to efforts
to appease various interest groups. If there is any tendency surfacing in the

courts, which would expand the liability in a state, the authors recommend
proposing legislation. In a state with a stable judicial opinion supporting
Restatement, they recommend caution and a thorough investigation of the
judicial climate. In most cases firms should simply monitor the judiciary for
signs of change, and react if it appears that liability is being expanded.

EXHIBIT 1

THE RESTATEMENT APPROACH

Restatement (Second) of Torts (1977), Sec. 552. Information Negligently
Supplied for the guidance of others: 1. One who, in the course of his
business, profession or

employment, or in any other transaction in which he has a

pecuniary interest, supplies false information for the

guidance of others in their business transactions, is subject to

liability; for pecuniary loss caused to them by their

justifiable reliance upon the information, if he fails to exercise

reasonable care or competence in obtaining or

communicating the information. 2. Except as stated in subsection (3), the
liability stated in

subsection (1) is limited to loss suffered:

(a) by the person or one of a limited group of persons

forwhosebenefitandguidanceheintendsto

supplytheinformationorknowsthattherecipient

intendstosupplyit;and

(b) through reliance upon it in a transaction that he

intendstheinformationtoinfluenceorknowsthat

therecipientsointendsorinasubstantiallysimilar

transaction.

3. The liability of one who is under a public duty to give the

information extends to loss suffered by any of the class

of persons for whose benefit the duty is created, in any of

the transactions in which it is intended to protect them.

EXHIBIT 2

SIX PUBLIC-POLICY REASONS INDICATED BY THE WISCONSIN
COURT

1. The injury is too remote from the negligence; or 2. The injury is too wholly
out of proportion to the culpability

of the negligent tort-feasor; or 3. In retrospect it appears too highly
extraordinary that the

negligence should have brought about the harm; or 4. Because allowance of
recovery would place too

unreasonable a burden on the negligent tort-feasor; or 5. Because
allowance of recovery would be too likely to

open the way for fraudulent claims; or 6. Allowance of recovery would enter
a field that has no

sensible or just stopping point.

EXHIBIT 3

THE THREE APPROACHES BY STATE

Foreseeable

UltramaresRestatementThird-Party

Arkansas(*)AlaskaCalifornia

Colorado(*)GeorgiaMississippi

DelawareHawaiiNewJersey

FloridaIowaWisconsin

Indiana(*)Kentucky

Kansas(*)Michigan

NewYorkMinnesota

Missouri

Nebraska(*)

NewHampshire

NorthCarolina

Ohio

Pennsylvania(*)

RhodeIsland(*)

Texas

Utah

(*)In these states, a federal court has determined that the state would adopt
the view indicated if the case had been heard in state court.

EXHIBIT 4

THE ILLINOIS LAW

Sec. 30.1 No person, partnership or corporation licensed or authorized to
practice under this Act or any of its employees, partners, members, officers
or shareholders shall be liable to persons not in privity of contract with such
person, partnership or corporation, for civil damages resulting from acts,
omissions, decisions or other conduct in connection with professional
services performed by such person, partnership or corporation, except for:
1. Such acts, omissions, decisions or conduct that constitute

fraud or intentional misrepresentations, or 2. Such other acts, omissions,
decisions or conduct, if such

person, partnership or corporation was aware that a

primary intent of the client was for the professional services

to benefit or influence the particular person bringing the

action; provided, however, for the purposes of this

subparagraph (2), if such person, partnership or corporation (i)

identifies in writing to the client those persons who are

intended to rely on the services, and (ii) sends a copy of

such writing or similar statement to those persons identified

in the writing or statement, then such person, partnership

or corporation or any of its employees, partners, members,

officers or shareholders may be held liable only to such

persons intended to so rely, in addition to those persons

in privity of contract with such person partnership or

corporation.

TABLE 1

SUMMARY RESULTS–QUESTIONNAIRE

BIG 8 OTHER TOTAL

Number of firms with written

policy 3 5 8

Policy established by national

office336

Policyestablishedbylocaloffice022

Firmswhichwillissueletters347

Firms which will not issue letters

(no responsibility to third

parties) 0 1 1

Number of firms without a

writtenpolicy5(*)1015

Firmswhichwillissueletters5914

Firms which will not issue letters

(no responsibility to third

parties) 0 1 1

Firms which discourage issuing

letters 2 0 2 (*)2 firms currently considering policies

TABLE 2

LIKELY RECIPIENTS OF LETTERS

Banks8

OtherMajorCreditors4

MajorCustomers2

NoRestrictions5

APPENDIX I Rusch Factors, Inc. v. Levin

A Rhode Island corporation sought financing from Rusch Factors, Inc.
Rusch. Rusch requested certified financial statements from the corporation.
The defendant accountant, Levin, prepared the statements which
represented that the corporation was solvent when it was not. Rusch relied
on the statements and loaned the corporation in excess of $337,000. After
the corporation went into receivership, Rusch sought to recover the
remainder of its loss from the accountant.

The federal court, in its attempt to predict Rhode Island law on this subject,
found that Rhode Island would adopt the Restatement view of accountant
third party liability.

APPENDIX II Rosenblum, Inc. v. Adler

Plaintiffs were investors in Giant, a corporation operating discount
department stores. The investor-plaintiffs acquired the stock in conjunction
with the sale of their business to Giant. Since Giant was a publicly traded
corporation, it was registered with the SEC and had audited financial
statements on file. Touche Ross & Co. had conducted the audits during the
period plaintiffs acquired their stock.

Giant had manipulated its books by falsely recording assets that it did not
own and omitting substantial accounts payable so that the financial
information Touche certified as correct was not. The fraud was uncovered
after plaintiffs acquired their stock.

When the financial statements were found to be fraudulent, and the stock
was determined worthless, the investors sued Touche. The court found no
public policy considerations opposed to holding the auditor liable for the
foreseeable consequences of negligent acts.

(*)See also: “The Impact of the Mann Judd Landau Case,” by Max Folkenflik
and William M. Landau; The CPA Journal, October 1988; and “An
Introduction to Concepts of Accountants’ Liability,” by Stanley H. Weiss; The
CPA Journal, July 1987. (1)See Appendix I. (2)See Appendix II.

Sandra Perry Henry, JD, is an Assistant Professor in Business Management
and Administration at Bradley University in Peoria, IL. Ms. Henry has
published articles in Labor Law Journal and the Illinois Bar Journal. Michael
R. Lane, PhD, is Associate Professor and Chairman of the Department of
Accounting at Bradley University. He has previously published articles in
Management Accounting and the Journal of Accountancy. Dr. Lane recently
received a grant from the Illinois CPA Foundation for a study of the “Ethical
Decision Bases of Public Accountants.”

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Copyright © 2021, American Institute of Certified Public Accountants, Inc. All Rights Reserved.

AICPA Code of
Professional Conduct

Effective December 15, 2014.

Updated for all official releases through March 2021.

ii

Table of Contents
Preface: Applicable to All Members ………………………………………………………………………….. 1

0.100 Overview of the Code of Professional Conduct ……………………………………………….. 1
.01 ……………………………………………………………………………………………………. 1
.02 ……………………………………………………………………………………………………. 1
.03 ……………………………………………………………………………………………………. 1
0.100.010 Principles and Rules of Conduct ……………………………………………………. 1
0.100.020 Interpretations and Other Guidance …………………………………………………. 1

0.200 Structure and Application of the AICPA Code ………………………………………………… 2
0.200.010 Structure of the AICPA Code ……………………………………………………….. 2
0.200.020 Application of the AICPA Code …………………………………………………….. 2
0.200.030 Citations ………………………………………………………………………………… 3
0.200.040 Transition Provisions …………………………………………………………………. 4
0.200.050 Drafting Conventions …………………………………………………………………. 4

0.300 Principles of Professional Conduct ……………………………………………………………… 5
0.300.010 Preamble ……………………………………………………………………………….. 5
0.300.020 Responsibilities ………………………………………………………………………… 5
0.300.030 The Public Interest ……………………………………………………………………. 5
0.300.040 Integrity …………………………………………………………………………………. 6
0.300.050 Objectivity and Independence ……………………………………………………….. 6
0.300.060 Due Care ……………………………………………………………………………….. 7
0.300.070 Scope and Nature of Services ……………………………………………………….. 7

0.400 Definitions ………………………………………………………………………………………….. 8
.01 ……………………………………………………………………………………………………. 8
.02 ……………………………………………………………………………………………………. 8
.03 ……………………………………………………………………………………………………. 9
.04 ……………………………………………………………………………………………………. 9
.05 ……………………………………………………………………………………………………. 9
.06 ……………………………………………………………………………………………………. 9
.07 …………………………………………………………………………………………………… 10
.08 …………………………………………………………………………………………………… 10
.09 …………………………………………………………………………………………………… 10
.10 …………………………………………………………………………………………………… 10
.11 …………………………………………………………………………………………………… 10
.12 …………………………………………………………………………………………………… 10
.13 …………………………………………………………………………………………………… 11
.14 …………………………………………………………………………………………………… 11
.15 …………………………………………………………………………………………………… 11
.16 …………………………………………………………………………………………………… 11
.17 …………………………………………………………………………………………………… 12
.18 …………………………………………………………………………………………………… 12
.19 …………………………………………………………………………………………………… 12
.20 …………………………………………………………………………………………………… 12
.21 …………………………………………………………………………………………………… 12
.22 …………………………………………………………………………………………………… 12
.23 …………………………………………………………………………………………………… 12
.24 …………………………………………………………………………………………………… 13
.25 …………………………………………………………………………………………………… 13
.26 …………………………………………………………………………………………………… 13
.27 …………………………………………………………………………………………………… 13
.28 …………………………………………………………………………………………………… 13
.29 …………………………………………………………………………………………………… 13

AICPA Code of Professional Conduct

iii

.30 …………………………………………………………………………………………………… 14

.31 …………………………………………………………………………………………………… 14

.32 …………………………………………………………………………………………………… 14

.33 …………………………………………………………………………………………………… 14

.34 …………………………………………………………………………………………………… 14

.35 …………………………………………………………………………………………………… 14

.36 …………………………………………………………………………………………………… 15

.37 …………………………………………………………………………………………………… 15

.38 …………………………………………………………………………………………………… 15

.39 …………………………………………………………………………………………………… 15

.40 …………………………………………………………………………………………………… 15

.41 …………………………………………………………………………………………………… 16

.42 …………………………………………………………………………………………………… 16

.43 …………………………………………………………………………………………………… 16

.44 …………………………………………………………………………………………………… 16

.45 …………………………………………………………………………………………………… 16

.46 …………………………………………………………………………………………………… 16

.47 …………………………………………………………………………………………………… 16

.48 …………………………………………………………………………………………………… 17

.49 …………………………………………………………………………………………………… 17
0.500 Nonauthoritative Guidance ……………………………………………………………………… 17

.01 …………………………………………………………………………………………………… 17

.02 …………………………………………………………………………………………………… 17

.03 …………………………………………………………………………………………………… 17
0.600 New, Revised, and Pending Interpretations and Other Guidance ………………………….. 17

0.600.010 New and Revised Interpretations and Other Guidance ………………………….. 17
0.600.020 Pending Interpretations and Other Guidance …………………………………….. 18
0.600.030 Temporary Enforcement Policies ………………………………………………….. 18

0.700 Deleted Interpretations and Other Guidance ………………………………………………….. 19
.01 …………………………………………………………………………………………………… 19

Part 1 …………………………………………………………………………………………………………….. 22
1.000 Introduction ……………………………………………………………………………………….. 22

.01 …………………………………………………………………………………………………… 22

.02 …………………………………………………………………………………………………… 22

.03 …………………………………………………………………………………………………… 22
1.000.010 Conceptual Framework for Members in Public Practice ………………………… 22
1.000.020 Ethical Conflicts ……………………………………………………………………… 28

1.100 Integrity and Objectivity ………………………………………………………………………… 29
1.100.001 Integrity and Objectivity Rule ……………………………………………………… 29
Interpretations Under the Integrity and Objectivity Rule ……………………………………. 29

1.200 Independence ……………………………………………………………………………………… 37
1.200.001 Independence Rule …………………………………………………………………… 37
Interpretations Under the Independence Rule ………………………………………………… 37

1.300 General Standards ………………………………………………………………………………. 118
1.300.001 General Standards Rule ……………………………………………………………. 118
Interpretations Under the General Standards Rule ………………………………………….. 118

1.310 Compliance With Standards …………………………………………………………………… 120
1.310.001 Compliance With Standards Rule ………………………………………………… 120
Interpretations Under the Compliance with Standards Rule ………………………………. 120

1.320 Accounting Principles ………………………………………………………………………….. 120
1.320.001 Accounting Principles Rule ……………………………………………………….. 120
Interpretations Under the Accounting Standards Rule ……………………………………… 121

1.400 Acts Discreditable ………………………………………………………………………………. 123
1.400.001 Acts Discreditable Rule ……………………………………………………………. 123

AICPA Code of Professional Conduct

iv

Interpretations Under the Acts Discreditable Rule …………………………………………. 123
1.500 Fees and Other Types of Remuneration …………………………………………………….. 131

1.500.008 Unpaid Fees …………………………………………………………………………. 131
1.510 Contingent Fees ………………………………………………………………………….. 131
1.520 Commissions and Referral Fees ……………………………………………………….. 134

1.600 Advertising and Other Forms of Solicitation ……………………………………………….. 137
1.600.001 Advertising and Other Forms of Solicitation Rule …………………………….. 137
Interpretations Under the Advertising and Other Forms of Solicitation Rule ……………. 137

1.700 Confidential Information ………………………………………………………………………. 139
1.700.001 Confidential Client Information Rule ……………………………………………. 139
Interpretations Under the Confidential Client Information Rule ………………………….. 139

1.800 Form of Organization and Name …………………………………………………………….. 144
1.800.001 Form of Organization and Name Rule …………………………………………… 144
Interpretations Under the Form of Organization and Name Rule …………………………. 144

Part 2 ……………………………………………………………………………………………………………. 148
2.000 Introduction ……………………………………………………………………………………… 148

.01 …………………………………………………………………………………………………. 148

.02 …………………………………………………………………………………………………. 148
2.000.010 Conceptual Framework for Members in Business ……………………………… 148
2.000.020 Ethical Conflicts ……………………………………………………………………. 152

2.100 Integrity and Objectivity ………………………………………………………………………. 153
2.100.001 Integrity and Objectivity Rule ……………………………………………………. 153
Interpretations Under the Integrity and Objectivity Rule ………………………………….. 153

2.300 General Standards ………………………………………………………………………………. 163
2.300.001 General Standards Rule ……………………………………………………………. 163
Interpretations Under the General Standards Rule ………………………………………….. 163

2.310 Compliance With Standards …………………………………………………………………… 164
2.310.001 Compliance With Standards Rule ………………………………………………… 164
Interpretations Under the Compliance with Standards Rule ………………………………. 165

2.320 Accounting Principles ………………………………………………………………………….. 165
2.320.001 Accounting Principles Rule ……………………………………………………….. 165
Interpretations Under the Accounting Principles Rule ……………………………………… 165

2.400 Acts Discreditable ………………………………………………………………………………. 167
2.400.001 Acts Discreditable Rule ……………………………………………………………. 168
Interpretations Under the Acts Discreditable Rule …………………………………………. 168

Part 3 ……………………………………………………………………………………………………………. 172
3.000 Introduction ……………………………………………………………………………………… 172

.01 …………………………………………………………………………………………………. 172

.02 …………………………………………………………………………………………………. 172
3.000.030 Applicability ………………………………………………………………………… 172

3.400 Acts Discreditable ………………………………………………………………………………. 172
3.400.001 Acts Discreditable Rule ……………………………………………………………. 172
Interpretations Under the Acts Discreditable Rule …………………………………………. 172

Appendix A ……………………………………………………………………………………………………. 175
……………………………………………………………………………………………………………. 175

Appendix B …………………………………………………………………………………………………….. 179
……………………………………………………………………………………………………………. 179

Appendix C …………………………………………………………………………………………………….. 181
……………………………………………………………………………………………………………. 181

Appendix D ……………………………………………………………………………………………………. 191
……………………………………………………………………………………………………………. 191

1

Preface: Applicable to All Members
0.100 Overview of the Code of Professional Conduct

.01 The AICPA Code of Professional Conduct (the code) begins with this preface, which applies to all members
The term member, when used in part 1 of the code, applies to and means a member in public practice;
when used in part 2 of the code, applies to and means a member in business; and when used in part 3 of
the code, applies to and means all other members, such as those members who are retired or unemployed.

.02 A member may have multiple roles, such as a member in business and a member in public practice. In such
circumstances, the member should consult all applicable parts of the code and apply the most restrictive
provisions. [No prior reference: new content]

Effective Date

.03 Effective December 15, 2014.

0.100.010 Principles and Rules of Conduct

.01 The AICPA membership adopted the Code of Professional Conduct (the code) to provide guidance
and rules to all members in the performance of their professional responsibilities. The code consists of
principles and rules as well as interpretations and other guidance which are discussed in 0.100.020.
The principles provide the framework for the rules that govern the performance of their professional
responsibilities.

.02 The AICPA bylaws require that members adhere to the rules of the code. Compliance with the rules
depends primarily on members’ understanding and voluntary actions; secondarily on reinforcement by
peers and public opinion; and ultimately on disciplinary proceedings, when necessary, against members
who fail to comply with the rules. Members must be prepared to justify departures from these rules.

0.100.020 Interpretations and Other Guidance

.01 Interpretations of the rules of conduct are adopted after exposure to the membership, state societies, state
boards, and other interested parties. The interpretations of the rules of conduct, “Definitions” [0.400],
“Application of the AICPA Code” [0.200.020], and “Citations” [0.200.030], provide guidelines about the
scope and application of the rules but are not intended to limit such scope or application. A member who
departs from the interpretations shall have the burden of justifying such departure in any disciplinary
hearing. Interpretations that existed before the adoption of the code on January 12, 1988, will remain in
effect until further action is deemed necessary by the appropriate senior committee.

.02 A member should also consult the following, if applicable:

• The ethical requirements of the member’s state CPA society and authoritative regulatory bodies such
as state board(s) of accountancy

• The Securities and Exchange Commission (SEC)

• The Public Company Accounting Oversight Board (PCAOB)

• The Government Accountability Office (GAO)

• The Department of Labor (DOL)

• Federal, state and local taxing authorities

Preface: Applicable to All Members

2

• Any other body that regulates a member who performs professional services for an entity when the
member or entity is subject to the rules and regulations of such regulatory body. [Prior reference:
Introduction]

0.200 Structure and Application of the AICPA Code

0.200.010 Structure of the AICPA Code

.01 A variety of topics appear in parts 1–3 of the code. When applicable, topics are aligned with the relevant
rule or rules of conduct. Topics may be further divided into subtopics, and some subtopics include one
or more sections. Topics, subtopics, and sections interpret the rules of conduct (see “Interpretations and
Other Guidance” [0.100.020]).

.02 Defined terms (see “Definitions” [0.400]) as well as the plurals and possessives thereof, are shown in italics
throughout the code. When a defined term is used in the code but is not shown in italics, the definition in
0.400 should not be applied. [No prior reference: new content]

Effective Date

.03 Effective December 15, 2014.

0.200.020 Application of the AICPA Code

.01 The Code of Professional Conduct (the code) was originally adopted on January 12, 1988, and
was periodically revised through June 1, 2014. On June 1, 2014, the AICPA issued a codification
of the code’s principles, rules, interpretations and rulings (revised code). The revised code will be
effective December 15, 2014, excluding the Conceptual Framework sections. These sections, “Conceptual
Framework for Members in Public Practice” [1.000.010] and “Conceptual Framework for Members in
Business” [2.000.010], will be effective December 15, 2015. Members are permitted to implement the
revised code prior to December 15, 2014, but a member may not implement the relevant Conceptual
Framework prior to implementing the entire revised code. Revisions made subsequent to June 1, 2014, are
identified in appendix C, the Revision History Table, which notes the month and year of the change, the
effective date of the change, the purpose for the revision, and when possible, a link to the marked revision
of the content that appeared in the Journal of Accountancy. If the interpretation or paragraph does not
contain a specific effective date or a reference to the revision history table, then the content was effective
prior to June 1, 2014. [No prior reference: new content.]

.02 When used in the preface of the code, the term member includes members, associate members, and affiliate
members, as well as international associates of the AICPA.

.03 The rules of conduct apply to all professional services performed, except

a. when the wording of the rule indicates otherwise.

b. that a member who is practicing outside the United States will not be considered in violation
of a particular rule for departing from any of the rules stated herein, as long as the member’s
conduct is in accordance with the rules of the organized accounting profession in the country in
which he or she is practicing. However, when a member is associated with financial statements
under circumstances that would lead the reader to assume that practices of the United States were
followed, the member must comply with the “Compliance With Standards Rule” [1.310.001 for
members in public practice and 2.310.001 for members in business] and the “Accounting Principles
Rule” [1.320.001 for members in public practice and 2.320.001 for members in business].

c. that a member who is a member of a group engagement team (see the clarified Statement on Auditing
Standards Special Considerations—Audits of Group Financial Statements [Including the Work of

Preface: Applicable to All Members

3

Component Auditors] [AICPA, Professional Standards, AU-C sec. 600]) will not be considered in
violation of a particular rule if a foreign component auditor (accountant) departed from any of the
rules stated herein with respect to the audit or review of group financial statements or other attest
engagement, as long as the foreign component auditor’s (accountant’s) conduct, at a minimum, is
in accordance with the ethics and independence requirements set forth in the International Ethics
Standards Board for Accountants’ (IESBA’s) Code of Ethics for Professional Accountants, and the
members of the group engagement team are in compliance with the rules stated therein.

d. that the independence of the member’s firm will not be considered impaired if another firm or entity
located outside the United States that is within the member firm’s network departed from any of the
rules stated herein, as long as the other firm or entity’s conduct, at a minimum, is in accordance with
the independence requirements set forth in the IESBA’s Code of Ethics for Professional Accountants.

.04 A member shall not knowingly permit a person whom the member has the authority or capacity to control
to carry out on his or her behalf, either with or without compensation, acts that, if carried out by the
member, would place the member in violation of the rules. Further, a member may be held responsible for
the acts of all persons associated with the member in public practice whom the member has the authority
or capacity to control.

.05 The independence of a member in public practice or a covered member may be impaired with respect to a
client as the result of the actions or relationships, as described in the “Independence Rule” [1.200.001] and
its interpretations, of certain persons or entities whom the member or covered member does not have the
authority or capacity to control. Even if the member is unable to control the actions or relationships of such
persons or entities, the member’s independence may still be impaired. [Prior reference: ET section 91]

.06 The “Breach of an Independence Interpretation” [1.298.010] of the “Independence Rule” [1.200.001]
contains guidance with which a member should comply if the member identifies a breach of an
independence interpretation of the code. If a member identifies a breach of any other provision of
this code, the member should evaluate the significance of the breach and its effect on the member’s
ability to comply with the rules of the code. The member should take whatever actions may be available,
as soon as practicable, to satisfactorily address the consequences of the breach. The member should
determine whether to report the breach, for example, to those who may have been affected by the breach, a
professional body, relevant regulator, or oversight authority. In making the evaluation and in determining
what actions should be taken, the member should exercise professional judgment and take into account
whether a reasonable and informed third party, weighing the significance of the breach, the action to be
taken, and all the specific facts and circumstances available to the member at that time, would be likely
to conclude that the member is able to comply with the rules of the code. A member’s determination that
the member has satisfactorily addressed the consequences of the breach will not, however, preclude an
investigation or enforcement action concerning the underlying breach of the code and the member should
be prepared to justify such determination.

Effective Date

.07 Paragraph .01 is effective December 15, 2014. Paragraph .06 is effective March 31, 2016, with early
implementation allowed.

[See Revision History Table.]

0.200.030 Citations

Prior ET Sections

.01 The code was revised by codifying the principles, rules, interpretations, and rulings. These revisions were
effective December 15, 2014. To facilitate implementation of the revised code, the prior ET references

Preface: Applicable to All Members

4

from the professional standards of the AICPA are included in Appendix D, “Mapping Document,” and in
bracketed text at the end of standards, where applicable.

[See Revision History Table.]

Numeric Citations

.02 The numbering system for the code is “ET section X.XXX.XXX.” The single digit that begins the citation
identifies the part wherein the content resides. Accordingly, content from the preface begins with the single
digit 0.XXX.XXX, whereas content for part 1 begins with a 1.XXX.XXX, part 2 with 2.XXX.XXX, and
part 3 with a 3.XXX.XXX.

.03 Next are two sets of three digit numbers that identify the topics and, when applicable, subtopics or sections.
When a topic, subtopic or section appears in two or more parts of the code, the same number is used.
For example, the “Acts Discreditable Rule” appears in parts 1, 2, and 3 and the citations for this rule are
1.400.001, 2.400.001, and 3.400.001, respectively. Accordingly, the two sets of three digit numbers remain
the same with only the first digit changing.

.04 When only two digits appear, those digits represent the paragraph number. For example, the complete
citation for this paragraph would be 0.200.030.04.

.05 All bracketed section references, such as [0.200.030.04] refer to sections within the Code of Professional
Conduct. [No prior reference: new content]

Effective Date

.06 Effective December 15, 2014.

0.200.040 Transition Provisions

.01 The text of the transition provisions in effect as of May 31, 2013, has not been codified because
the transition provisions apply to a limited number of situations. Nevertheless, these transition
provisions are still authoritative. The texts of these transition provisions are available at http://aicpa.org/
InterestAreas/ProfessionalEthics/Community/DownloadableDocuments/Transistion%20Periods.pdf. [No
prior reference: new content]

Effective Date

.02 Effective December 15, 2014.

0.200.050 Drafting Conventions

.01 The code utilizes certain drafting conventions to enhance the clarity of the interpretations and definitions.
For example, when the term “should consider” is used in connection with a specified procedure or action,
consideration of the procedure or action by the member is presumptively required. Actual performance of
the action or procedure is up to the member, based upon the outcome of the member’s consideration and
the member’s professional judgment. Other drafting conventions used in the code include use of the terms
“consider,” “evaluate,” and “determine,” as follows:

a. “Consider” is used when the member is required to think about several matters.

b. “Evaluate” is used when the member has to assess and weigh the significance of a matter.

c. “Determine” is used when the member has to come to a conclusion and make a decision on a matter.
[No prior reference: new content]

Preface: Applicable to All Members

5

Effective Date

.02 Effective December 15, 2014.

A complete nonauthoritative guide, Drafting Guide—Drafting Guidelines for Integrating the Conceptual Framework
and Drafting Conventions and Style Guidance, is also available at http://aicpa.org/InterestAreas/ProfessionalEthics/
Community/DownloadableDocuments/Drafting%20Guide.pdf.

0.300 Principles of Professional Conduct

0.300.010 Preamble

.01 Membership in the American Institute of Certified Public Accountants is voluntary. By accepting
membership, a member assumes an obligation of self-discipline above and beyond the requirements of
laws and regulations.

.02 These Principles of the Code of Professional Conduct of the American Institute of Certified Public
Accountants express the profession’s recognition of its responsibilities to the public, to clients, and to
colleagues. They guide members in the performance of their professional responsibilities and express the
basic tenets of ethical and professional conduct. The Principles call for an unswerving commitment to
honorable behavior, even at the sacrifice of personal advantage. [Prior reference: ET section 51]

0.300.020 Responsibilities

.01 Responsibilities principle. In carrying out their responsibilities as professionals, members should exercise
sensitive professional and moral judgments in all their activities.

.02 As professionals, members perform an essential role in society. Consistent with that role, members of
the American Institute of Certified Public Accountants have responsibilities to all those who use their
professional services. Members also have a continuing responsibility to cooperate with each other to
improve the art of accounting, maintain the public’s confidence, and carry out the profession’s special
responsibilities for self-governance. The collective efforts of all members are required to maintain and
enhance the traditions of the profession. [Prior reference: ET section 52]

0.300.030 The Public Interest

.01 The public interest principle. Members should accept the obligation to act in a way that will serve the
public interest, honor the public trust, and demonstrate a commitment to professionalism.

.02 A distinguishing mark of a profession is acceptance of its responsibility to the public. The accounting
profession’s public consists of clients, credit grantors, governments, employers, investors, the business
and financial community, and others who rely on the objectivity and integrity of members to maintain the
orderly functioning of commerce. This reliance imposes a public interest responsibility on members. The
public interest is defined as the collective well-being of the community of people and institutions that the
profession serves.

.03 In discharging their professional responsibilities, members may encounter conflicting pressures from each
of those groups. In resolving those conflicts, members should act with integrity, guided by the precept that
when members fulfill their responsibility to the public, clients’ and employers’ interests are best served.

.04 Those who rely on members expect them to discharge their responsibilities with integrity, objectivity,
due professional care, and a genuine interest in serving the public. They are expected to provide quality
services, enter into fee arrangements, and offer a range of services—all in a manner that demonstrates a
level of professionalism consistent with these Principles of the Code of Professional Conduct.

Preface: Applicable to All Members

6

.05 All who accept membership in the American Institute of Certified Public Accountants commit themselves
to honor the public trust. In return for the faith that the public reposes in them, members should seek to
continually demonstrate their dedication to professional excellence. [Prior reference: ET section 53]

0.300.040 Integrity

.01 Integrity principle. To maintain and broaden public confidence, members should perform all professional
responsibilities with the highest sense of integrity.

.02 Integrity is an element of character fundamental to professional recognition. It is the quality from which
the public trust derives and the benchmark against which a member must ultimately test all decisions.

.03 Integrity requires a member to be, among other things, honest and candid within the constraints of client
confidentiality. Service and the public trust should not be subordinated to personal gain and advantage.
Integrity can accommodate the inadvertent error and honest difference of opinion; it cannot accommodate
deceit or subordination of principle.

.04 Integrity is measured in terms of what is right and just. In the absence of specific rules, standards, or
guidance or in the face of conflicting opinions, a member should test decisions and deeds by asking: “Am
I doing what a person of integrity would do? Have I retained my integrity?” Integrity requires a member to
observe both the form and the spirit of technical and ethical standards; circumvention of those standards
constitutes subordination of judgment.

.05 Integrity also requires a member to observe the principles of objectivity and independence and of due care.
[Prior reference: ET section 54]

0.300.050 Objectivity and Independence

.01 Objectivity and independence principle. A member should maintain objectivity and be free of conflicts of
interest in discharging professional responsibilities. A member in public practice should be independent
in fact and appearance when providing auditing and other attestation services.

.02 Objectivity is a state of mind, a quality that lends value to a member’s services. It is a distinguishing
feature of the profession. The principle of objectivity imposes the obligation to be impartial, intellectually
honest, and free of conflicts of interest. Independence precludes relationships that may appear to impair
a member’s objectivity in rendering attestation services.

.03 Members often serve multiple interests in many different capacities and must demonstrate their objectivity
in varying circumstances. Members in public practice render attest, tax, and management advisory services.
Other members prepare financial statements in the employment of others, perform internal auditing
services, and serve in financial and management capacities in industry, education, and government. They
also educate and train those who aspire to admission into the profession. Regardless of service or capacity,
members should protect the integrity of their work, maintain objectivity, and avoid any subordination of
their judgment.

.04 For a member in public practice, the maintenance of objectivity and independence requires a continuing
assessment of client relationships and public responsibility. Such a member who provides auditing and
other attestation services should be independent in fact and appearance. In providing all other services, a
member should maintain objectivity and avoid conflicts of interest.

.05 Although members not in public practice cannot maintain the appearance of independence, they
nevertheless have the responsibility to maintain objectivity in rendering professional services. Members
employed by others to prepare financial statements or to perform auditing, tax, or consulting services are
charged with the same responsibility for objectivity as members in public practice and must be scrupulous
in their application of generally accepted accounting principles and candid in all their dealings with
members in public practice. [Prior reference: ET section 55]

Preface: Applicable to All Members

7

0.300.060 Due Care

.01 Due care principle. A member should observe the profession’s technical and ethical standards, strive
continually to improve competence and the quality of services, and discharge professional responsibility
to the best of the member’s ability.

.02 The quest for excellence is the essence of due care. Due care requires a member to discharge professional
responsibilities with competence and diligence. It imposes the obligation to perform professional services
to the best of a member’s ability, with concern for the best interest of those for whom the services are
performed, and consistent with the profession’s responsibility to the public.

.03 Competence is derived from a synthesis of education and experience. It begins with a mastery of the
common body of knowledge required for designation as a certified public accountant. The maintenance
of competence requires a commitment to learning and professional improvement that must continue
throughout a member’s professional life. It is a member’s individual responsibility. In all engagements and
in all responsibilities, each member should undertake to achieve a level of competence that will assure that
the quality of the member’s services meets the high level of professionalism required by these Principles.

.04 Competence represents the attainment and maintenance of a level of understanding and knowledge that
enables a member to render services with facility and acumen. It also establishes the limitations of a
member’s capabilities by dictating that consultation or referral may be required when a professional
engagement exceeds the personal competence of a member or a member’s firm. Each member is responsible
for assessing his or her own competence of evaluating whether education, experience, and judgment are
adequate for the responsibility to be assumed.

.05 Members should be diligent in discharging responsibilities to clients, employers, and the public. Diligence
imposes the responsibility to render services promptly and carefully, to be thorough, and to observe
applicable technical and ethical standards.

.06 Due care requires a member to plan and supervise adequately any professional activity for which he or she
is responsible. [Prior reference: ET section 56]

0.300.070 Scope and Nature of Services

.01 Scope and nature of services principle. A member in public practice should observe the Principles of the
Code of Professional Conduct in determining the scope and nature of services to be provided.

.02 The public interest aspect of members’ services requires that such services be consistent with acceptable
professional behavior for members. Integrity requires that service and the public trust not be subordinated
to personal gain and advantage. Objectivity and independence require that members be free from conflicts
of interest in discharging professional responsibilities. Due care requires that services be provided with
competence and diligence.

.03 Each of these Principles should be considered by members in determining whether or not to provide specific
services in individual circumstances. In some instances, they may represent an overall constraint on the
nonaudit services that might be offered to a specific client. No hard-and-fast rules can be developed to
help members reach these judgments, but they must be satisfied that they are meeting the spirit of the
Principles in this regard.

.04 In order to accomplish this, members should

a. Practice in firms that have in place internal quality control procedures to ensure that services are
competently delivered and adequately supervised.

b. Determine, in their individual judgments, whether the scope and nature of other services provided
to an audit client would create a conflict of interest in the performance of the audit function for that
client.

Preface: Applicable to All Members

8

c. Assess, in their individual judgments, whether an activity is consistent with their role as
professionals. [Prior reference: ET section 57]

0.400 Definitions

Pursuant to its authority under the bylaws (paragraph .01 [3.6.2.2] of BL section 360, Committees [AICPA,
Professional Standards]) to interpret the code, the Professional Ethics Executive Committee has issued the following
definitions of terms appearing in the code.

.01 Acceptable level. In connection with independence, an acceptable level is a level at which a reasonable
and informed third party who is aware of the relevant information would be expected to conclude that a
member’s independence is not impaired. When used in connection with any rule but the “Independence
Rule” [1.200.001] an acceptable level is a level at which a reasonable and informed third party who is
aware of the relevant information would be expected to conclude that a member’s compliance with the
rules is not compromised. [Prior reference: ET section 100-1 and new content]

Effective Date

When this definition is used in connection with any rule but the “Independence Rule” [1.200.001] it is
effective December 15, 2014.

.02 Affiliate. The following entities are affiliates of a financial statement attest client:

a. An entity (for example, subsidiary, partnership, or limited liability company [LLC]) that a financial
statement attest client can control.

b. An entity in which a financial statement attest client or an entity controlled by the financial statement
attest client has a direct financial interest that gives the financial statement attest client significant
influence over such entity and that is material to the financial statement attest client.

c. An entity (for example, parent, partnership, or LLC) that controls a financial statement attest client
when the financial statement attest client is material to such entity.

d. An entity with a direct financial interest in the financial statement attest client when that entity
has significant influence over the financial statement attest client, and the interest in the financial
statement attest client is material to such entity.

e. A sister entity of a financial statement attest client if the financial statement attest client and sister
entity are each material to the entity that controls both.

f. A trustee that is deemed to control a trust financial statement attest client that is not an investment
company.

g. The sponsor of a single employer employee benefit plan financial statement attest client.

h. Any entity, such as a union, participating employer, or a group association of employers, that has
significant influence over a multiemployer employee benefit plan financial statement attest client
and the plan is material to such entity.

i. The participating employer that is the plan administrator of a multiple employer employee benefit
plan financial statement attest client.

j. A single or multiple employer employee benefit plan sponsored by either a financial statement attest
client or an entity controlled by the financial statement attest client. All participating employers of
a multiple employer employee benefit plan are considered sponsors of the plan.

Preface: Applicable to All Members

9

k. A multiemployer employee benefit plan when a financial statement attest client or entity controlled
by the financial statement attest client has significant influence over the plan and the plan is material
to the financial statement attest client.

l. An investment adviser, a general partner, or a trustee of an investment company financial statement
attest client (fund) if the fund is material to the investment adviser, general partner, or trustee that is
deemed to have either control or significant influence over the fund. When considering materiality,
members should consider investments in, and fees received from, the fund.

[Prior reference: paragraph .20 of ET section 101]

[See Revision History Table.]

Nonauthoritative questions and answers related to the application of the independence rules to affiliates of
employee benefit plans are available at www.aicpa.org/content/dam/aicpa/interestareas/professionalethics/resources/
tools/downloadabledocuments/faqs-application-independence-rules-affiliates-of-employee-benefit-plans.pdf.

.03 Attest client. A person or entity with respect to which an attest engagement is performed. [No prior
reference: new content]

If the person or entity that engages a member or member’s firm (member) to perform professional services
(engaging entity) is not also the attest client, the member should refer to the “Client Affiliate” interpretation
[1.224.010] to determine whether the engaging entity is an affiliate from which the member should be
independent. However, because threats to the member’s compliance with the “Integrity and Objectivity
Rule” [1.100.001] and the “Conflicts of Interest for Members in Public Practice” interpretation [1.110.010]
may still exist with respect to the engaging entity, members should comply with this rule and interpretation.

See paragraph .06 of the “Client Affiliate” interpretation [1.224.010] for acquisitions and business
combinations that involve a financial statement attest client.

See paragraph .03 of the “Simultaneous Employment or Association With an Attest Client” interpretation
[1.275.005] for independence guidance related to a member in a government audit organization that
performs an attest engagement with respect to the government entity.

Effective Date

This definition is effective December 15, 2014.

[See Revision History Table.]

.04 Attest engagement. An engagement that requires independence, as set forth in the AICPA Statements
on Auditing Standards (SASs), Statements on Standards for Accounting and Review Services (SSARSs),
and Statements on Standards for Attestation Engagements (SSAEs). [Prior reference: paragraph .01 of ET
section 92]

.05 Attest engagement team. Those individuals participating in the attest engagement, including those who
perform concurring and engagement quality reviews. The attest engagement team includes all employees
and contractors retained by the firm who participate in the attest engagement, regardless of their functional
classification (for example, audit, tax, or management consulting services). The attest engagement team
excludes specialists, as discussed in AU-C section 620, Using the Work of an Auditor’s Specialist (AICPA,
Professional Standards), and individuals who perform only routine clerical functions, such as word
processing and photocopying. [Prior reference: paragraph .02 of ET section 92]

.06 Beneficially owned. Describes a financial interest of which an individual or entity is not the record owner
but has a right to some or all of the underlying benefits of ownership. These benefits include the authority

Preface: Applicable to All Members

10

to direct the voting or disposition of the interest or to receive the economic benefits of the ownership of
the interest. [Prior reference: paragraph .17 of ET section 101]

.07 Client. Any person or entity, other than the member’s employer that engages a member or member’s firm
to perform professional services (engaging entity) and also, a person or entity with respect to which a
member or member’s firm performs professional services (subject entity). When the engaging entity and
the subject entity are different, while there is only one engagement, they are separate clients.

[Prior reference: paragraph .03 of ET section 92]

See paragraph .03 of the “Simultaneous Employment or Association With an Attest Client” interpretation
[1.275.005] for independence guidance related to a member in a government audit organization that
performs an attest engagement with respect to the government entity.

[See Revision History Table.]

.08 Close relative. A parent, sibling, or nondependent child. [Prior reference: paragraph .04 of ET section 92]

.09 Confidential client information. Any information obtained from the client that is not available to the
public. Information that is available to the public includes, but is not limited to, information

a. in a book, periodical, newspaper, or similar publication;

b. in a client document that has been released by the client to the public or that has otherwise become
a matter of public knowledge;

c. on publicly accessible websites, databases, online discussion forums, or other electronic media by
which members of the public can access the information;

d. released or disclosed by the client or other third parties in media interviews, speeches, testimony
in a public forum, presentations made at seminars or trade association meetings, panel discussions,
earnings press release calls, investor calls, analyst sessions, investor conference presentations, or a
similar public forum;

e. maintained by, or filed with, regulatory or governmental bodies that is available to the public; or

f. obtained from other public sources.

Unless the particular client information is available to the public, such information should be considered
confidential client information. Members are advised that federal, state, or local statutes, rules, or
regulations concerning confidentiality of client information may be more restrictive than the requirements
in the code. [Prior reference: paragraph .05 of ET section 92]

.10 Control (s) (led). As used in FASB Accounting Standards Codification (ASC) 810, Consolidation.
When used in the “Client Affiliates” interpretation [1.224.010] of the “Independence Rule” [1.200.001],
control depends upon the entity in question. For example, when used for not-for-profit entities,
control is as used in FASB ASC 958-805-20; for commercial entities, control is as used
in FASB ASC 810. [Prior reference: numerous ET sections; also see “Breakdown of the
Term Control in the Code” at AICPA.org www.aicpa.org/interestareas/professionalethics/community/
downloadabledocuments/breakdown-of-the-term-control.pdf]

.11 Council. The AICPA Council. [Prior reference: paragraph .06 of ET section 92]

.12 Covered member. All of the following:

a. an individual on the attest engagement team.

Preface: Applicable to All Members

11

b. an individual in a position to influence the attest engagement.

c. a partner, partner equivalent, or manager who provides 10 or more hours of nonattest services to
the attest client within any fiscal year. Designation as covered member ends on the later of (i) the
date that the firm signs the report on the financial statements for the fiscal year during which those
services were provided or (ii) the date he or she no longer expects to provide 10 or more hours of
nonattest services to the attest client on a recurring basis.

d. a partner or partner equivalent in the office in which the lead attest engagement partner or partner
equivalent primarily practices in connection with the attest engagement.

e. the firm, including the firm’s employee benefit plans.

f. an entity whose operating, financial, or accounting policies can be controlled by any of the individuals
or entities described in items a–e or two or more such individuals or entities if they act together.
[Prior reference: paragraph .07 of ET section 92]

Effective Date

The addition of partner equivalents to this definition is effective for engagements covering periods
beginning on or after December 15, 2014.

.13 Direct financial interest. A financial interest that is

a. owned directly by an individual or entity, including those managed on a discretionary basis by others.

b. under the control of an individual or entity, including those managed on a discretionary basis by
others.

c. beneficially owned through an investment vehicle, estate, trust, or other intermediary when the
beneficiary

i. controls the intermediary or

ii. has the authority to supervise or participate in the intermediary’s investment decisions.

When used in this definition, the term control includes situations in which the covered member has the
ability to exercise such control, either individually or acting together with his or her firm or other partners
or professional employees of his or her firm. [Prior reference: paragraph .17 of ET section 101]

.14 Employing organization. Any entity that employs the member or engages the member on a contractual or
volunteer basis in an executive, a staff, a governance, an advisory, or an administrative capacity to provide
professional services. [No prior reference: new content]

Effective Date

This definition is effective December 15, 2014.

.15 Financial interest. An ownership interest in an equity or a debt security issued by an entity, including
rights and obligations to acquire such an interest and derivatives directly related to such interest. [Prior
reference: paragraph .17 of ET section 101]

.16 Financial statement attest client. An entity whose financial statements are audited, reviewed, or compiled
when the member’s compilation report does not disclose a lack of independence. This term is used in the
“Client Affiliates” interpretation [1.224.010] of the “Independence Rule” [1.200.001] and in the definition
of an affiliate [0.400.02]. [Prior reference: paragraph .20 of ET section 101]

Preface: Applicable to All Members

12

.17 Financial statements. A presentation of financial data, including accompanying disclosures, if any,
intended to communicate an entity’s economic resources or obligations, or both, at a point in time or the
changes therein for a period of time, in accordance with the applicable financial reporting framework.
Incidental financial data to support recommendations to a client or in (a) documents for which the reporting
is governed by SSAEs and (b) tax returns and supporting schedules do not, for this purpose, constitute
financial statements. The statement, affidavit, or signature of preparers required on tax returns neither
constitutes an opinion on financial statements nor requires a disclaimer of such opinion. [Prior reference:
paragraph .10 of ET section 92]

.18 Firm. A form of organization permitted by law or regulation whose characteristics conform to resolutions
of the Council and that is engaged in public practice. A firm includes the individual partners thereof, except
for purposes of applying the “Independence Rule” [1.200.001] and related interpretations. For purposes
of applying the “Independence Rule,” a firm includes a network firm when the engagement is either a
financial statement audit or review engagement and the audit or review report is not restricted, as set forth
in the AICPA SASs and SSARSs (AICPA, Professional Standards). [Prior reference: paragraph .11 of
ET section 92]

.19 Immediate family. A spouse, spousal equivalent, or dependent (regardless of whether the dependent is
related). [Prior reference: paragraph .13 of ET section 92]

.20 Impair(ed)(ing). In connection with independence, to effectively extinguish independence. When a
member’s independence is impaired, the member is not independent. [Prior reference: paragraph .09 of
ET section 100-1]

.21 Independence. Consists of two elements, defined as follows:

a. Independence of mind is the state of mind that permits a member to perform an attest service without
being affected by influences that compromise professional judgment, thereby allowing an individual
to act with integrity and exercise objectivity and professional skepticism.

b. Independence in appearance is the avoidance of circumstances that would cause a reasonable and
informed third party who has knowledge of all relevant information, including the safeguards
applied, to reasonably conclude that the integrity, objectivity, or professional skepticism of a firm
or member of the attest engagement team is compromised.

This definition should not be interpreted as an absolute. For example, the phrase “without being affected by
influences that compromise professional judgment” is not intended to convey that the member must be free
of any and all influences that might compromise objective judgment. Instead, the member should determine
whether such influences, if present, create a threat that is not at an acceptable level that a member would
not act with integrity and exercise objectivity and professional skepticism in the conduct of a particular
engagement or would be perceived as not being able to do so by a reasonable and informed third party
with knowledge of all relevant information. [Prior reference: paragraphs .06–.08 of ET section 100-1]

.22 Indirect financial interest. A financial interest beneficially owned through an investment vehicle, an
estate, a trust, or an other intermediary when the beneficiary neither controls the intermediary nor has
the authority to supervise or participate in the intermediary’s investment decisions. When used in this
definition, control includes situations in which the covered member has the ability to exercise such control,
either individually or acting together with his or her firm or other partners or professional employees of
his or her firm. [Prior reference: paragraph .17 of ET section 101]

.23 Individual in a position to influence the attest engagement. One who

a. evaluates the performance or recommends the compensation of the attest engagement partner;

b. directly supervises or manages the attest engagement partner , including all successively senior
levels above that individual through the firm’s chief executive;

Preface: Applicable to All Members

13

c. consults with the attest engagement team regarding technical or industry-related issues specific to
the attest engagement; or

d. participates in or oversees, at all successively senior levels, quality control activities, including
internal monitoring, with respect to the specific attest engagement.

[Prior reference: paragraph .14 of ET section 92]

.24 Institute. The AICPA. [Prior reference: paragraph .15 of ET section 92]

.25 Interpretation. Pronouncements issued by the division of professional ethics to provide guidelines
concerning the scope and application of the rules of conduct. [Prior reference: paragraph .16 of ET section
92]

.26 Joint closely held investment. An investment in an entity or a property by the member and the attest client
(or the attest client’s officers or directors or any owner who has the ability to exercise significant influence
over the attest client) that enables them to control the entity or property. [Prior reference: paragraph .17
of ET section 92]

[See Revision History Table.]

.27 Key position. A position in which an individual has

a. primary responsibility for significant accounting functions that support material components of the
financial statements;

b. primary responsibility for the preparation of the financial statements; or

c. the ability to exercise influence over the contents of the financial statements, including when the
individual is a member of the board of directors or similar governing body, chief executive officer,
president, chief financial officer, chief operating officer, general counsel, chief accounting officer,
controller, director of internal audit, director of financial reporting, treasurer, or any equivalent
position.

For purposes of attest engagements not involving financial statements, a key position is one in which an
individual is primarily responsible for, or able to influence, the subject matter of the attest engagement, as
previously described. [Prior reference: paragraph .18 of ET section 92]

[See Revision History Table.]

.28 Lending institution. An entity that, as part of its normal business operations, makes loans. This definition
is not meant to include an organization that might schedule payment for services for a client over a
period of time. Examples of such entities are banks, credit unions, certain retailers, and insurance and
finance companies. For example, for automobile leases addressed by the “Loans and Leases With Lending
Institutions” interpretation [1.260.020] of the “Independence Rule” [1.200.001], an entity is considered
a lending institution if it leases automobiles as part of its normal business operations. [Prior reference:
paragraph .09 of ET section 92]

Effective Date

This revised definition is effective December 15, 2014.

.29 Loan. A contractual obligation to pay or right to receive money on demand or on a fixed or determinable
date and includes a stated or implied rate of return to the lender. For purposes of this definition, loans
include, among other things, a guarantee of a loan, a letter of credit, a line of credit, or a loan commitment.
However, for purposes of this definition, a loan would not include debt securities (which are considered a
financial interest) or lease arrangements. [Prior reference: paragraph .19 of ET section 92]

Preface: Applicable to All Members

14

Effective Date

This revised definition is effective December 15, 2014.

.30 Manager. A professional employee of the firm who has continuing responsibility for the planning and
supervision of engagements for specified clients. [Prior reference: paragraph .20 of ET section 92]

.31 Member. A member, associate member, affiliate member, or international associate of the AICPA. When
the term member is used in part 1 of the code, it means a member in public practice; when used in part 2 of
the code, it means a member in business; and when used in part 3 of the code, it means all other members.
[Prior reference: paragraph .21 of ET section 92]

.32 Member(s) in business. A member who is employed or engaged on a contractual or volunteer basis in
a(n) executive, staff, governance, advisory, or administrative capacity in such areas as industry, the public
sector, education, the not-for-profit sector, and regulatory or professional bodies. This does not include a
member engaged in public practice. [Prior reference: paragraph .22 of ET section 92]

.33 Network. For purposes of the “Network and Network Firms” interpretation [1.220.010] of the
“Independence Rule” [1.200.001], a network is an association of entities that includes one or more firms
that (a) cooperate for the purpose of enhancing the firms’ capabilities to provide professional services and
(b) share one or more of the following characteristics:

a. The use of a common brand name, including common initials, as part of the firm name

b. Common control among the firms through ownership, management, or other means

c. Profits or costs, excluding costs of operating the association; costs of developing audit
methodologies, manuals, and training courses; and other costs that are immaterial to the firm

d. A common business strategy that involves ongoing collaboration amongst the firms whereby the
firms are responsible for implementing the association’s strategy and are held accountable for
performance pursuant to that strategy

e. A significant part of professional resources

f. Common quality control policies and procedures that firms are required to implement and that are
monitored by the association

A network may comprise a subset of entities within an association only if that subset of entities cooperates
and shares one or more of the characteristics set forth in the preceding list. [Prior reference: paragraph .23
of ET section 92]

.34 Network firm. A firm or other entity that belongs to a network. This includes any entity (including another
firm) that the network firm, by itself or through one or more of its owners, controls, is controlled by, or is
under common control with. [Prior reference: paragraph .24 of ET section 92]

.35 Normal lending procedures, terms, and requirements. In connection with a covered member’s loan
from a lending institution, lending procedures, terms, and requirements that are reasonably comparable
with those relating to loans of a similar character committed to other borrowers during the period in which
the loan to the covered member is committed. Accordingly, in making such comparison and evaluating
whether a loan was made under normal lending procedures, terms, and requirements, the covered member
should consider all the circumstances under which the loan was granted, including the following:

a. The amount of the loan in relation to the value of the collateral pledged as security and the credit
standing of the covered member

b. Repayment terms

Preface: Applicable to All Members

15

c. Interest rate, including points

d. Closing costs

e. General availability of such loans to the public

Related prohibitions that may be more restrictive are prescribed by certain state and federal agencies having
regulatory authority over such lending institutions. Broker-dealers, for example, are subject to regulation
by the SEC. [Prior reference: paragraph .25 of ET section 92]

.36 Office. A reasonably distinct subgroup within a firm, whether constituted by formal organization or
informal practice, in which personnel who make up the subgroup generally serve the same group of clients
or work on the same categories of matters. Substance should govern the office classification. For example,
the expected regular personnel interactions and assigned reporting channels of an individual may well be
more important than an individual’s physical location. [Prior reference: paragraph .26 of ET section 92]

.37 Partner. A proprietor, a shareholder, an equity or a nonequity partner, or any individual who assumes the
risks and benefits of firm ownership or is otherwise held out by the firm to be the equivalent of any of the
aforementioned. [Prior reference: paragraph .27 of ET section 92]

.38 Partner equivalent. A professional employee who is not a partner of the firm but who either

a. has the ultimate responsibility for the conduct of an attest engagement, including the authority to
sign or affix the firm’s name to an attest report or issue, or authorize others to issue, an attest report
on behalf of the firm without partner approval; or

b. has the authority to bind the firm to conduct an attest engagement without partner approval. For
example, the professional employee has the authority to sign or affix the firm’s name to an attest
engagement letter or contract to conduct an attest engagement without partner approval.

Firms may use different titles to refer to professional employees with this authority, although a title is not
determinative of a partner equivalent. For purposes of this definition, partner approval does not include
any partner approvals that are part of the firm’s normal approval and quality control review procedures
applicable to a partner.

This definition is solely for the purpose of applying the “Independence Rule” [1.200.001] and its
interpretations and should not be used or relied upon in any other context, including the determination of
whether the partner equivalent is an owner of the firm. [Prior reference: paragraph .28 of ET section 92.]

Effective Date

This definition is effective for engagements covering periods beginning on or after December 15, 2014.

.39 Period of the professional engagement. The period begins when a member either signs an initial
engagement letter or other agreement to perform attest services or begins to perform an attest engagement,
whichever is earlier. The period lasts for the entire duration of the professional relationship, which could
cover many periods, and ends with the formal or informal notification, either by the member or client, of the
termination of the professional relationship or by the issuance of a report, whichever is later. Accordingly,
the period does not end with the issuance of a report and recommence with the beginning of the following
year’s attest engagement. [Prior reference: paragraph .29 of ET section 92]

[See Revision History Table.]

.40 Professional services. Include all services requiring accountancy or related skills that are performed
by a member for a client, an employer, or on a volunteer basis. These services include, but are not
limited to accounting, audit and other attest services, tax, bookkeeping, management consulting, financial

Preface: Applicable to All Members

16

management, corporate governance, personal financial planning, business valuation, litigation support,
educational, and those services for which standards are promulgated by bodies designated by Council.
[Prior reference: paragraph .31 of ET section 92]

.41 Public interest entities. All of the following:

a. All listed entities, including entities that are outside the United States whose shares, stock, or debt are
quoted or listed on a recognized stock exchange or marketed under the regulations of a recognized
stock exchange or other equivalent body.

b. Any entity for which an audit is required by regulation or legislation to be conducted in compliance
with the same independence requirements that apply to an audit of listed entities (for example,
requirements of the SEC, the PCAOB, or other similar regulators or standard setters).

Members may wish to consider whether additional entities should also be treated as public interest entities
because they have a large number and wide range of stakeholders. Factors to be considered may include

• the nature of the business, such as the holding of assets in a fiduciary capacity for a large number of
stakeholders;

• size; and

• number of employees.

Members should refer to the independence regulations of applicable authoritative regulatory bodies when
a member performs attest services and is required to be independent of the attest client under such
regulations. [Prior reference: paragraph .20 of ET section 100-1]

[See Revision History Table.]

.42 Public practice. Consists of the performance of professional services for a client by a member or member’s
firm. [Prior reference: paragraph .30 of ET section 92]

.43 Safeguards. Actions or other measures that may eliminate a threat or reduce a threat to an acceptable
level. [Prior reference: paragraph .20 of ET section 100-1]

.44 Share-based compensation arrangements. As defined in the FASB ASC glossary under the term share-
based payment arrangements. [Prior reference: paragraph .02 ET section 101]

.45 Significant influence. As defined in FASB ASC 323-10-15. [Prior reference: paragraph .32 of ET section
92]

.46 Source documents. The documents upon which evidence of an accounting transaction are initially
recorded. Source documents are often followed by the creation of many additional records and reports that
do not, however, qualify as initial recordings. Examples of source documents are purchase orders, payroll
time cards, and customer orders. [Prior reference: footnote 17 in paragraph .05 of ET section 101]

.47 Third-party service provider. All of the following:

a. An entity that the member does not control, individually or collectively with his or her firm or with
members of his or her firm.

b. An individual not employed by the member who assists the member in providing professional
services to clients (for example, bookkeeping, tax return preparation, consulting, or attest services,
including related clerical and data entry functions). [Prior reference: paragraphs .224–.225 of ET
section 191, .023–.024 of ET section 291, and .001–.002 of ET section 391]

Preface: Applicable to All Members

17

.48 Those charged with governance. The person(s) or organization(s) (for example, a corporate trustee)
with responsibility for overseeing the strategic direction of the entity and the obligations related to the
accountability of the entity. This includes overseeing the financial reporting process. Those charged with
governance may include management personnel (for example, executive members of a governance board
or an owner-manager).

When an interpretation requires communicating with those charged with governance, the member should
determine the appropriate person(s) within the entity’s governance structure with whom to communicate,
based on the nature and importance of the particular circumstances and matter to be communicated. If
the member communicates with a subgroup of those charged with governance (for example, an audit
committee or an individual), the member should determine whether communication with all of those
charged with governance is also necessary, so that they are adequately informed. [Prior reference:
paragraph .33 of ET section 92]

Effective Date

This definition is effective April 30, 2014.

.49 Threat(s). In connection with independence, threats are relationships or circumstances that could
impair independence. In connection with any rule but the “Independence Rule” [1.200.001], threats
are relationships or circumstances that could compromise a member’s compliance with the rules. [Prior
reference: paragraph .10 of ET section 100-1]

Effective Date

When this definition is used in connection with any rule but the “Independence Rule” it is effective
December 15, 2014.

0.500 Nonauthoritative Guidance

.01 The code is the only authoritative source of AICPA ethics rules and interpretations. The staff of the
Professional Ethics Division has issued nonauthoritative guidance to assist members and others in their
implementation of the code. Such guidance does not amend or override the code. Further, the guidance
is not meant to be exhaustive and does not establish best practices, set standards, or serve as official
pronouncements of the AICPA. These documents were not approved in accordance with normal due
process, which requires proposed changes to be exposed to the public and requires consideration of
members’ and others’ comments.

.02 References to relevant nonauthoritative guidance, when available, are provided throughout the code in
boxed text at the end of the applicable interpretation. [No prior reference: new content]

Effective Date

.03 Effective December 15, 2014.

0.600 New, Revised, and Pending Interpretations and Other Guidance

0.600.010 New and Revised Interpretations and Other Guidance

.01 Periodically, new or revised authoritative ethics interpretations and other guidance are issued. Publication
of the text of a new or revised pronouncement or a notice with a link to the text of a new or revised
authoritative interpretation and other guidance in the Journal of Accountancy constitutes notice to
members. Hence, the effective date of the interpretation and other guidance is the last day of the month
in which the pronouncement or notice is published in the Journal of Accountancy, unless otherwise noted.
The Professional Ethics Division takes into consideration the time that would have been reasonable for the
member to comply with the pronouncement. This section lists the citation and title of any new or revised

Preface: Applicable to All Members

18

interpretation or other guidance for a period of 12 months after its effective date. When an interpretation
or other guidance is not yet effective, it will appear as a pending interpretation or other guidance (see
“Pending Interpretations and Other Guidance” [0.600.020]).

• “Information Systems Services” [1.295.145] (Revised June 2019. Effective January 1, 2022. Early
implementation permitted.)

• “Leases” [1.260.040] (Revised December 2018. Effective for fiscal years beginning after December
15, 2020. Early implementation is allowed.)

• Temporary Enforcement Policies [0.600.030] (Added January 2021. Effective December 21, 2020.)

Effective Date

.02 Paragraph .01, excluding the bulleted text, is effective December 15, 2014.

0.600.020 Pending Interpretations and Other Guidance

.01 Periodically, new or revised authoritative ethics interpretations and other guidance are issued. This section
lists the titles and citations of any pending new or revised interpretations or other guidance until they
are effective and notes whether early application is permitted or encouraged. Once the interpretation or
other guidance becomes effective, it will appear under the “New and Revised Interpretation and Other
Guidance” section of the preface [0.600.010].

• Staff Augmentation Arrangements [1.275.007] (Added March 2021. Effective November 30, 2021.)

• Client Affiliates [1.224.010] (Revised March 2021. Effective November 30, 2021.)

• Agreed-Upon Procedure Engagements Performed in Accordance With SSAEs [1.297.020] (Revised
March 2021. Effective November 30, 2021.)

• Scope and Applicability of Nonattest Services [1.295.010] (Revised March 2021. Effective November
30, 2021.)

• Records Requests [1.400.200] (Revised March 2021. Effective November 30, 2021.)

• “State and Local Government Client Affiliates” [1.224.020] (Revised June 2019. Effective for years
beginning after December 15, 2021.)

• “Information Systems Services” [1.295.145] (Revised June 2019. Effective January 1, 2022. Early
implementation permitted.)

Effective Date

.02 Paragraph .01, excluding the bulleted text, is effective December 15, 2014.

0.600.030 Temporary Enforcement Policies

.01 Periodically the Professional Ethics Executive Committee (PEEC) may publicly agree not to take
enforcement action in certain circumstances and may issue a temporary enforcement policy. This section
sets forth any temporary enforcement policies that are in effect.

.02 Temporary Policy Statement of the AICPA Professional Ethics Executive Committee Related to
Amendments of Rule 2-01 of Regulation S-X.

On October 16, 2020, the SEC announced that it adopted final amendments to certain auditor independence
requirements in Rule 2-01 of Regulation S-X (SEC amendments). The SEC amendments will be effective
on June 9, 2021, with early adoption permitted. PEEC has agreed to evaluate the SEC amendments and

Preface: Applicable to All Members

19

determine if any revisions should be made to the AICPA Code of Professional Conduct (code) in light of the
SEC amendments. While this evaluation is underway, PEEC will consider a member to be in compliance
with the code if the member implements and complies with the SEC amendments or complies with the
existing code. This temporary enforcement policy will be effective until PEEC rescinds it. [Adopted
December 21, 2020.]

Effective Date

.03 Paragraph .01 is effective December 21, 2020.

0.700 Deleted Interpretations and Other Guidance

.01 The following interpretations and other guidance were deleted from the code during the 10 years prior
to the 2014 edition:

• Definition of holding out (ET sec. 92 par. .12) (Deleted March 2013, effective May 31, 2013)

• Ethics Ruling No. 65, “Use of the CPA Designation by Member Not in Public Practice” (ET sec. 191
par. .130) (Deleted March 2013, effective May 31, 2013)

• Ethics Ruling No. 38, “CPA Title, Controller of Bank” (ET sec. 591 par. .075–.076) (Deleted March
2013, effective May 31, 2013)

• Ethics Ruling No. 78, “Letterhead: Lawyer-CPA” (ET sec. 591 par. .155–.156) (Deleted March 2013,
effective May 31, 2013)

• Ethics Ruling No. 134, “Association of Accountants Not Partners” (ET sec. 591 par. .267–.268)
(Deleted August 2012)

• Ethics Ruling No. 74, “Audits, Reviews, or Compilations and a Lack of Independence” (ET sec. 191
par. .148–.149) (Deleted April 2012).

• Ethics Ruling No. 135, “Association of Firms Not Partners” (ET sec. 591 par. .269–.270) (Deleted
April 2012).

• Interpretation No. 101-8, “Effect on Independence of Financial Interests in Nonclients Having Investor
or Investee Relationships With a Covered Member’s Client” (ET sec. 101 par. .10) (Deleted November
2011. Reestablished and effective October 31, 2012 until the earlier of January 1, 2014, or adoption
of Interpretation 101-18).

• Ethics Ruling No. 9, “Member as Representative of Creditor’s Committee” (ET sec. 191
par. .017–.018) (Deleted November 2011)

• Ethics Ruling No. 10, “Member as Legislator” (ET sec. 191 par. .019–.020) (Deleted November 2011)

• Ethics Ruling No. 12, “Member as Trustee of Charitable Foundation” (ET sec. 191 par. .023–.024)
(Deleted November 2011)

• Ethics Ruling No. 16, “Member on Board of Directors of Nonprofit Social Club” (ET sec. 191
par. .031–.032) (Deleted November 2011)

• Ethics Ruling No. 19, “Member on Deferred Compensation Committee” (ET sec. 191 par. .037–.038)
(Deleted November 2011)

• Ethics Ruling No. 21, “Member as Director and Auditor of an Entity’s Profit Sharing and Retirement
Trust” (ET sec. 191 par. .041–.042) (Deleted November 2011. Reestablished and effective October
31, 2012 until the earlier of January 1, 2014, or adoption of Interpretation 101-18)

Preface: Applicable to All Members

20

• Ethics Ruling No. 29, “Member as Bondholder” (ET sec. 191 par. .057–.058) (Deleted November
2011)

• Ethics Ruling No. 38, “Member as Co-Fiduciary With Client Bank” (ET sec. 191 par. .075–.076)
(Deleted November 2011. Reestablished and effective October 31, 2012 until the earlier of January
1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 48, “Faculty Member as Auditor of a Student Fund” (ET sec. 191 par. .095–.096)
(Deleted November 2011)

• Ethics Ruling No. 60, “Employee Benefit Plans—Member’s Relationships With Participating
Employer,” (ET sec. 191 par. .119–.120) (Deleted November 2011. Reestablished and effective
October 31, 2012 until the earlier of January 1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 69, “Investment With a General Partner” (ET sec. 191 par. .138–.139) (Deleted
November 2011. Reestablished and effective October 31, 2012 until the earlier of January 1, 2014,
or adoption of Interpretation 101-18)

• Ethics Ruling No. 81, “Member’s Investment in a Limited Partnership” (ET sec. 191 par. .162–.163)
(Deleted November 2011. Reestablished and effective October 31, 2012 until the earlier of January
1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 98, “Member’s Loan From a Nonclient Subsidiary or Parent of an Attest Client” (ET
sec. 191 par. .196–.197) (Deleted November 2011. Reestablished and effective October 31, 2012 until
the earlier of January 1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 103, “Attest Report on Internal Controls” (ET sec. 191 par. .206–.207) (Deleted
November 2011)

• Ethics Ruling No. 106, “Member Has Significant Influence Over an Entity That Has Significant
Influence Over a Client” (ET sec. 191 par. .212–.213) (Deleted November 2011. Reestablished and
effective October 31, 2012 until the earlier of January 1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 111, “Employee Benefit Plan Sponsored by Client” (ET sec. 191 par. .222–.223)
(Deleted November 2011. Reestablished and effective October 31, 2012 until the earlier of January
1, 2014, or adoption of Interpretation 101-18)

• Ethics Ruling No. 11, “Applicability of Rule 203 to Members Performing Litigation Support
Services” (ET sec. 291 par. .021–.022) (Deleted November 2011)

• Ethics Ruling No. 2, “Fees: Collection of Notes Issued in Payment” (ET sec. 591 par. .003–.004)
(Deleted November 2011)

• Ethics Ruling No. 33, “Course Instructor” (ET sec. 591 par. .065–.066) (Deleted November 2011)

• Ethics Ruling No. 108, “Member Interviewed by the Press” (ET sec. 591 par. .215–.216) (Deleted
November 2011)

• Ethics Ruling No. 117, “Consumer Credit Company Director” (ET sec. 591 par. .233–.234) (Deleted
November 2011)

• Ethics Ruling No. 140, “Political Election” (ET sec. 591 par. .279–.280) (Deleted November 2011)

• Ethics Ruling No. 144, “Title: Partnership Roster” (ET sec. 591 par. .287–.288) (Deleted November
2011)

• Ethics Ruling No. 176, “Member’s Association With Newsletters and Publications” (ET sec. 591
par. .351–.352) (Deleted November 2011)

Preface: Applicable to All Members

21

• Ethics Ruling No. 177, “Data Processing: Billing Services” (ET sec. 591 par. .353–.354) (Deleted
November 2011)

• Ethics Ruling No. 179, “Practice of Public Accounting Under Name of Association or Group” (ET
sec. 591 par. .357–.358) (Deleted November 2011)

• Ethics Ruling No. 101, “Client advocacy and Expert Witness Services” (ET sec. 191 par. .202–.203)
(Deleted July 2007)

• Ethics Ruling No. 182, “Termination of Engagement Prior to Completion” (ET sec. 591 par. .363–.364)
(Deleted April 2006).

• Ethics Ruling No. 1, “Acceptance of a Gift” (ET sec. 191 par. .001–.002) (Deleted January 2006).

• Ethics Ruling No. 35, “Stockholder in Mutual Funds” (ET sec. 191 par. .069–.070) (Deleted December
2005).

• Ethics Ruling No. 36, “Participant in Investment Club” (ET sec. 191 par. .071–.072) (Deleted
December 2005).

• Ethics Ruling No. 79, “Member’s Investment in a Partnership That Invests in Client” (ET sec. 191
par. .158–.159) (Deleted December 2005).

• Ethics Ruling No. 109, “Member’s Investment in Financial Services Products that Invest in
Clients” (ET sec. 191 par. .218–.219) (Deleted December 2005).

• Ethics Ruling No. 66, “Member’s Retirement or Savings Plan Has Financial Interest in Client” (ET
sec. 191 par. .132–.133) (Deleted December 2005).

• Ethics Ruling No. 68, “Blind Trust” (ET sec. 191 par. .136–.137) (Deleted December 2005).

The content of these deleted standards is available in a nonauthoritative document at http://aicpa.org/InterestAreas/
ProfessionalEthics/Community/DownloadableDocuments/Deletions.pdf.

22

Part 1
Members in Public Practice

1.000 Introduction

.01 Part 1 of the Code of Professional Conduct (the code) applies to members in public practice. Accordingly,
when the term member is used in part 1 of the code, the requirements apply only to members in public
practice. When a member in public practice is also a member in business (for example, serves as a member
of an entity’s board of directors), the member should also consult part 2 of the code, which applies to a
member in business.

.02 Government auditors within a government audit organization who audit federal, state, or local governments
or component units thereof, that are structurally located within the government audit organization, are
considered in public practice with respect to those entities provided the head of the government audit
organization meets at least one of the following criteria:

a. Is directly elected by voters of the government entity with respect to which attest engagements are
performed

b. Is appointed by a legislative body and is subject to removal by a legislative body

c. Is appointed by someone other than the legislative body, as long as the appointment is confirmed by
the legislative body and removal is subject to oversight or approval by the legislative body

[No prior reference: new content]

Effective Date

.03 Effective December 15, 2014.

[See Revision History Table.]

1.000.010 Conceptual Framework for Members in Public Practice

Introduction

.01 Members may encounter various relationships or circumstances that create threats to the member’s
compliance with the rules. The rules and interpretations seek to address many situations; however, they
cannot address all relationships or circumstances that may arise. Thus, in the absence of an interpretation
that addresses a particular relationship or circumstance, a member should evaluate whether that relationship
or circumstance would lead a reasonable and informed third party who is aware of the relevant information
to conclude that there is a threat to the member’s compliance with the rules that is not at an acceptable level.
When making that evaluation, the member should apply the conceptual framework approach as outlined
in this interpretation.

.02 The code specifies that in some circumstances no safeguards can reduce a threat to an acceptable level.
For example, the code specifies that a member may not subordinate the member’s professional judgment
to others without violating the “Integrity and Objectivity Rule” [1.100.001]. A member may not use the
conceptual framework to overcome this prohibition or any other prohibition or requirement in the code.

.03 The “Conceptual Framework for Independence” interpretation [1.210.010] of the “Independence
Rule” [1.200.001] provides authoritative guidance that members should use when making decisions on
independence matters that are not explicitly addressed by the “Independence Rule” and its interpretations.

Definitions Used in Applying the Conceptual Framework

Part 1 — Members in Public Practice

23

.04 Acceptable level. A level at which a reasonable and informed third party who is aware of the relevant
information would be expected to conclude that a member’s compliance with the rules is not compromised.

.05 Safeguards. Actions or other measures that may eliminate a threat or reduce a threat to an acceptable level.

.06 Threats. Relationships or circumstances that could compromise a member’s compliance with the rules.

Conceptual Framework Approach

.07 Under the conceptual framework approach, members should identify threats to compliance with the rules
and evaluate the significance of those threats. Members should evaluate identified threats both individually
and in the aggregate because threats can have a cumulative effect on a member’s compliance with the
rules. Members should perform three main steps in applying the conceptual framework approach:

a. Identify threats. The relationships or circumstances that a member encounters in various
engagements and work assignments will often create different threats to complying with the rules.
When a member encounters a relationship or circumstance that is not specifically addressed by a rule
or an interpretation, under this approach, the member should determine whether the relationship or
circumstance creates one or more threats, such as those identified in paragraphs .10–.16 that follow.
The existence of a threat does not mean that the member is in violation of the rules; however, the
member should evaluate the significance of the threat.

b. Evaluate the significance of a threat. In evaluating the significance of an identified threat, the
member should determine whether a threat is at an acceptable level. A threat is at an acceptable
level when a reasonable and informed third party who is aware of the relevant information would
be expected to conclude that the threat would not compromise the member’s compliance with
the rules. Members should consider both qualitative and quantitative factors when evaluating the
significance of a threat, including the extent to which existing safeguards already reduce the threat to
an acceptable level. If the member evaluates the threat and concludes that a reasonable and informed
third party who is aware of the relevant information would be expected to conclude that the threat
does not compromise a member’s compliance with the rules, the threat is at an acceptable level,
and the member is not required to evaluate the threat any further under this conceptual framework
approach.

c. Identify and apply safeguards. If, in evaluating the significance of an identified threat, the member
concludes that the threat is not at an acceptable level, the member should apply safeguards to
eliminate the threat or reduce it to an acceptable level. The member should apply judgment in
determining the nature of the safeguards to be applied because the effectiveness of safeguards
will vary, depending on the circumstances. When identifying appropriate safeguards to apply,
one safeguard may eliminate or reduce multiple threats. In some cases, the member should apply
multiple safeguards to eliminate or reduce one threat to an acceptable level. In other cases, an
identified threat may be so significant that no safeguards will eliminate the threat or reduce it
to an acceptable level, or the member will be unable to implement effective safeguards. Under
such circumstances, providing the specific professional services would compromise the member’s
compliance with the rules, and the member should determine whether to decline or discontinue the
professional services or resign from the engagement.

Threats

.08 Many threats fall into one or more of the following seven broad categories: adverse interest, advocacy,
familiarity, management participation, self-interest, self-review, and undue influence.

.09 Examples of threats associated with a specific relationship or circumstance are identified in the
interpretations of the code. Paragraphs .10–.16 of this section define and provide examples, which are not
all inclusive, of each of these threat categories.

Part 1 — Members in Public Practice

24

.10 Adverse interest threat. The threat that a member will not act with objectivity because the member’s
interests are opposed to the client’s interests. Examples of adverse interest threats include the following:

a. The client has expressed an intention to commence litigation against the member.

b. A client or officer, director, or significant shareholder of the client participates in litigation against
the firm.

c. A subrogee asserts a claim against the firm for recovery of insurance payments made to the client.

d. A class action lawsuit is filed against the client and its officers and directors and the firm and its
professional accountants.

.11 Advocacy threat. The threat that a member will promote a client’s interests or position to the point that his
or her objectivity or independence is compromised. Examples of advocacy threats include the following:

a. A member provides forensic accounting services to a client in litigation or a dispute with third parties.

b. A firm acts as an investment adviser for an officer, a director, or a 10 percent shareholder of a client.

c. A firm underwrites or promotes a client’s shares.

d. A firm acts as a registered agent for a client.

e. A member endorses a client’s services or products.

.12 Familiarity threat. The threat that, due to a long or close relationship with a client, a member will become
too sympathetic to the client’s interests or too accepting of the client’s work or product. Examples of
familiarity threats include the following:

a. A member’s immediate family or close relative is employed by the client.

b. A member’s close friend is employed by the client.

c. A former partner or professional employee joins the client in a key position and has knowledge of
the firm’s policies and practices for the professional services engagement.

d. Senior personnel have a long association with a client.

e. A member has a significant close business relationship with an officer, a director, or a 10 percent
shareholder of a client.

.13 Management participation threat. The threat that a member will take on the role of client management or
otherwise assume management responsibilities, such may occur during an engagement to provide nonattest
services.

.14 Self-interest threat. The threat that a member could benefit, financially or otherwise, from an interest
in, or relationship with, a client or persons associated with the client. Examples of self-interest threats
include the following:

a. The member has a financial interest in a client, and the outcome of a professional services
engagement may affect the fair value of that financial interest.

b. The member’s spouse enters into employment negotiations with the client.

c. A firm enters into a contingent fee arrangement for a tax refund claim that is not a predetermined fee.

d. Excessive reliance exists on revenue from a single client.

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.15 Self-review threat. The threat that a member will not appropriately evaluate the results of a previous
judgment made or service performed or supervised by the member or an individual in the member’s firm
and that the member will rely on that service in forming a judgment as part of another service. Examples
of self-review threats include the following:

a. The member relies on the work product of the member’s firm.

b. The member performs bookkeeping services for a client.

c. A partner in the member’s office was associated with the client as an employee, an officer, a director,
or a contractor.

.16 Undue influence threat. The threat that a member will subordinate his or her judgment to an individual
associated with a client or any relevant third party due to that individual’s reputation or expertise,
aggressive or dominant personality, or attempts to coerce or exercise excessive influence over the member.
Examples of undue influence threats include the following:

a. The firm is threatened with dismissal from a client engagement.

b. The client indicates that it will not award additional engagements to the firm if the firm continues
to disagree with the client on an accounting or tax matter.

c. An individual associated with a client or any relevant third party threatens to withdraw or terminate
a professional service unless the member reaches certain judgments or conclusions.

Safeguards

.17 Safeguards may partially or completely eliminate a threat or diminish the potential influence of a threat.
The nature and extent of the safeguards applied will depend on many factors. To be effective, safeguards
should eliminate the threat or reduce it to an acceptable level.

.18 Safeguards that may eliminate a threat or reduce it to an acceptable level fall into three broad categories:

a. Safeguards created by the profession, legislation, or regulation.

b. Safeguards implemented by the client. It is not possible to rely solely on safeguards implemented
by the client to eliminate or reduce significant threats to an acceptable level.

c. Safeguards implemented by the firm, including policies and procedures to implement professional
and regulatory requirements.

.19 The effectiveness of a safeguard depends on many factors, including those listed here:

a. The facts and circumstances specific to a particular situation

b. The proper identification of threats

c. Whether the safeguard is suitably designed to meet its objectives

d. The party(ies) who will be subject to the safeguard

e. How the safeguard is applied

f. The consistency with which the safeguard is applied

g. Who applies the safeguard

h. How the safeguard interacts with a safeguard from another category

i. Whether the client is a public interest entity

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.20 Examples of safeguards within each category are presented in the following paragraphs. Because these
are only examples and are not intended to be all inclusive, it is possible that threats may be sufficiently
mitigated through the application of other safeguards not specifically identified herein.

.21 The following are examples of safeguards created by the profession, legislation, or regulation:

a. Education and training requirements on independence and ethics rules

b. Continuing education requirements on independence and ethics

c. Professional standards and the threat of discipline

d. External review of a firm’s quality control system

e. Legislation establishing prohibitions and requirements for a firm or a firm’s professional employees

f. Competency and experience requirements for professional licensure

g. Professional resources, such as hotlines, for consultation on ethical issues

.22 Examples of safeguards implemented by the client that would operate in combination with other
safeguards are as follows:

a. The client has personnel with suitable skill, knowledge, or experience who make managerial
decisions about the delivery of professional services and makes use of third-party resources for
consultation as needed.

b. The tone at the top emphasizes the client’s commitment to fair financial reporting and compliance
with the applicable laws, rules, regulations, and corporate governance policies.

c. Policies and procedures are in place to achieve fair financial reporting and compliance with the
applicable laws, rules, regulations, and corporate governance policies.

d. Policies and procedures are in place to address ethical conduct.

e. A governance structure, such as an active audit committee, is in place to ensure appropriate decision
making, oversight, and communications regarding a firm’s services.

f. Policies are in place that bar the entity from hiring a firm to provide services that do not serve the
public interest or that would cause the firm’s independence or objectivity to be considered impaired.

.23 The following are examples of safeguards implemented by the firm:

a. Firm leadership that stresses the importance of complying with the rules and the expectation that
engagement teams will act in the public interest.

b. Policies and procedures that are designed to implement and monitor engagement quality control.

c. Documented policies regarding the identification of threats to compliance with the rules, the
evaluation of the significance of those threats, and the identification and application of safeguards
that can eliminate identified threats or reduce them to an acceptable level.

d. Internal policies and procedures that are designed to monitor compliance with the firm’s policies
and procedures.

e. Policies and procedures that are designed to identify interests or relationships between the firm or
its partners and professional staff and the firm’s clients.

f. The use of different partners, partner equivalents, and engagement teams from different offices or
that report to different supervisors.

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g. Training on, and timely communication of, a firm’s policies and procedures and any changes to them
for all partners and professional staff.

h. Policies and procedures that are designed to monitor the firm’s, partner’s, or partner equivalent’s
reliance on revenue from a single client and that, if necessary, trigger action to address excessive
reliance.

i. Designation of someone from senior management as the person responsible for overseeing the
adequate functioning of the firm’s quality control system.

j. A means for informing partners and professional staff of attest clients and related entities from which
they must be independent.

k. A disciplinary mechanism that is designed to promote compliance with policies and procedures.

l. Policies and procedures that are designed to empower staff to communicate to senior members of the
firm any engagement issues that concern them without fear of retribution.

m. Policies and procedures relating to independence and ethics communications with audit committees
or others charged with client governance.

n. Discussion of independence and ethics issues with the audit committee or others responsible for the
client’s governance.

o. Disclosures to the audit committee or others responsible for the client’s governance regarding the
nature of the services that are or will be provided and the extent of the fees charged or to be charged.

p. The involvement of another professional accountant who (a) reviews the work that is done for a
client or (b) otherwise advises the engagement team. This individual could be someone from outside
the firm or someone from within the firm who is not otherwise associated with the engagement.

q. Consultation on engagement issues with an interested third party, such as a committee of independent
directors, a professional regulatory body, or another professional accountant.

r. Rotation of senior personnel who are part of the engagement team.

s. Policies and procedures that are designed to ensure that members of the engagement team do not
make or assume responsibility for management decisions for the client.

t. The involvement of another firm to perform part of the engagement.

u. Having another firm to reperform a nonattest service to the extent necessary for it to take
responsibility for that service.

v. The removal of an individual from an attest engagement team when that individual’s financial
interests or relationships pose a threat to independence or objectivity.

w. A consultation function that is staffed with experts in accounting, auditing, independence, ethics,
and reporting matters who can help engagement teams

i. assess issues when guidance is unclear or when the issues are highly technical or require a
great deal of judgment; and

ii. resist undue pressure from a client when the engagement team disagrees with the client about
such issues.

x. Client acceptance and continuation policies that are designed to prevent association with clients that
pose a threat that is not at an acceptable level to the member’s compliance with the rules.

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y. Policies that preclude audit partners or partner equivalents from being directly compensated for
selling nonattest services to the attest client.

z. Policies and procedures addressing ethical conduct and compliance with laws and regulations. [No
prior reference: new content]

Effective Date

.24 Effective December 15, 2015. Early implementation is allowed provided the member has implemented
the revised code.

A nonauthoritative Conceptual Framework Toolkit for Members in Public Practice is
available at www.aicpa.org/content/dam/aicpa/interestareas/professionalethics/resources/downloadabledocuments/
toolkitsandaids/conceptualframeworktoolkitformembersinpublicpractice.docm.

1.000.020 Ethical Conflicts

.01 An ethical conflict arises when a member encounters one or both of the following:

a. Obstacles to following an appropriate course of action due to internal or external pressures

b. Conflicts in applying relevant professional standards or legal standards

For example, a member suspects a fraud may have occurred, but reporting the suspected fraud would
violate the member’s responsibility to maintain client confidentiality.

.02 Once an ethical conflict is encountered, a member may be required to take steps to best achieve compliance
with the rules and law. In weighing alternative courses of action, the member should consider factors such
as the following:

a. Relevant facts and circumstances, including applicable rules, laws, or regulations

b. Ethical issues involved

c. Established internal procedures

.03 The member should also be prepared to justify any departures that the member believes were appropriate
in applying the relevant rules and law. If the member was unable to resolve the conflict in a way that
permitted compliance with the applicable rules and law, the member may have to address the consequences
of any violations.

.04 Before pursuing a course of action, the member should consider consulting with appropriate persons within
the firm or the organization that employs the member.

.05 If a member decides not to consult with appropriate persons within the firm or the organization that
employs the member and the conflict remains unresolved after pursuing the selected course of action,
the member should consider either consulting with other individuals for help in reaching a resolution or
obtaining advice from an appropriate professional body or legal counsel. The member also should consider
documenting the substance of the issue, the parties with whom the issue was discussed, details of any
discussions held, and any decisions made concerning the issue.

.06 If the ethical conflict remains unresolved, the member will in all likelihood be in violation of one or more
rules if he or she remains associated with the matter creating the conflict. Accordingly, the member should
consider his or her continuing relationship with the engagement team, specific assignment, client, firm, or
employer. [No prior reference: new content.]

Effective Date

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.07 Effective December 15, 2014.

1.100 Integrity and Objectivity

1.100.001 Integrity and Objectivity Rule

.01 In the performance of any professional service, a member shall maintain objectivity and integrity, shall be
free of conflicts of interest, and shall not knowingly misrepresent facts or subordinate his or her judgment
to others. [Prior reference: paragraph .01 of ET section 102]

Interpretations Under the Integrity and Objectivity Rule

1.100.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Integrity and Objectivity Rule” [1.100.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Integrity and Objectivity Rule” [1.100.001] if the
member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015 and early implementation is allowed provided the
member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.110 Conflicts of Interest

1.110.010 Conflicts of Interest for Members in Public Practice

.01 A member or his or her firm may be faced with a conflict of interest when performing a professional service.
In determining whether a professional service, relationship or matter would result in a conflict of interest,
a member should use professional judgment, taking into account whether a reasonable and informed third
party who is aware of the relevant information would conclude that a conflict of interest exists.

.02 A conflict of interest creates adverse interest and self-interest threats to the member’s compliance with the
“Integrity and Objectivity Rule” [1.100.001]. For example, threats may be created when

a. the member or the member’s firm provides a professional service related to a particular matter
involving two or more clients whose interests with respect to that matter are in conflict, or

b. the interests of the member or the member’s firm with respect to a particular matter and the interests
of the client for whom the member or the member’s firm provides a professional service related to
that matter are in conflict.

.03 Certain professional engagements, such as audits, reviews and other attest services require independence.
Independence impairments under the “Independence Rule” [1.200.001], its interpretations, and rulings
cannot be eliminated by the safeguards provided in this interpretation or by disclosure and consent.

.04 The following are examples of situations in which conflicts of interest may arise:

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a. Providing corporate finance services to a client seeking to acquire an audit client of the firm, when
the firm has obtained confidential information during the course of the audit that may be relevant
to the transaction

b. Advising two clients at the same time who are competing to acquire the same company when the
advice might be relevant to the parties’ competitive positions

c. Providing services to both a vendor and a purchaser who are clients of the firm in relation to the
same transaction

d. Preparing valuations of assets for two clients who are in an adversarial position with respect to the
same assets

e. Representing two clients at the same time regarding the same matter who are in a legal dispute with
each other, such as during divorce proceedings or the dissolution of a partnership

f. Providing a report for a licensor on royalties due under a license agreement while at the same time
advising the licensee of the correctness of the amounts payable under the same license agreement

g. Advising a client to invest in a business in which, for example, the immediate family member of the
member has a financial interest in the business

h. Providing strategic advice to a client on its competitive position while having a joint venture or
similar interest with a competitor of the client

i. Advising a client on the acquisition of a business which the firm is also interested in acquiring

j. Advising a client on the purchase of a product or service while having a royalty or commission
agreement with one of the potential vendors of that product or service

k. Providing forensic investigation services to a client for the purpose of evaluating or supporting
contemplated litigation against another client of the firm

l. Providing tax or personal financial planning services for several members of a family whom the
member knows to have opposing interests

m. Referring a personal financial planning or tax client to an insurance broker or other service provider,
which refers clients to the member under an exclusive arrangement

n. A client asks the member to provide tax or personal financial planning services to its executives, and
the services could result in the member recommending to the executives actions that may be adverse
to the company. [Prior reference: paragraphs .198–.199 of ET section 191]

o. A member serves as a director or an officer of a local United Way or similar organization that operates
as a federated fund-raising organization from which local charities receive funds. Some of those
charities are clients of the member’s firm. [Prior reference: paragraphs .186–.187 of ET section 191]

p. A member who is an officer, a director, or a shareholder of an entity has significant influence over the
entity, and that entity has a loan to or from a client of the firm. [Prior reference: paragraphs .220–.221
of ET section 191]

Identification of a Conflict of Interest

.05 Before accepting a new client relationship, engagement, or business relationship, a member should take
reasonable steps to identify circumstances that might create a conflict of interest including identification of

a. the nature of the relevant interests and relationships between the parties involved and

b. the nature of the service and its implication for relevant parties.

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.06 The nature of the relevant interests and relationships and the services may change during the course of the
engagement. This is particularly true when a member is asked to conduct an engagement for a client in a
situation that may become adversarial with respect to another client or the member or member’s firm, even
though the parties who engage the member may not initially be involved in a dispute. A member should
remain alert to such changes for the purpose of identifying circumstances that might create a conflict of
interest.

.07 For the purpose of identifying interests and relationships that might create a conflict of interest,
having an effective conflict identification process assists a member in identifying actual or potential
conflicts of interest that may create significant threats to compliance with the “Integrity and Objectivity
Rule” [1.100.001] prior to determining whether to accept an engagement and throughout an engagement.
This includes matters identified by external parties, for example clients or potential clients. The earlier an
actual or potential conflict of interest is identified, the greater the likelihood of a member being able to
apply safeguards to eliminate or reduce significant threats to an acceptable level. The process to identify
actual or potential conflicts of interest will depend on such factors as

a. the nature of the professional services provided,

b. the size of the firm,

c. the size and nature of the client base, and

d. the structure of the firm, for example the number and geographic location of offices.

.08 If the firm is a member of a network, the member is not required to take specific steps to identify conflicts of
interest of other network firms; however, if the member knows or has reason to believe that such conflicts
of interest may exist or might arise due to interests and relationships of a network firm, the member should
evaluate the significance of the threat created by such conflicts of interest as described below.

Evaluation of a Conflict of Interest

.09 When an actual conflict of interest has been identified, the member should evaluate the significance of the
threat created by the conflict of interest to determine if the threat is at an acceptable level. Members should
consider both qualitative and quantitative factors when evaluating the significance of the threat, including
the extent to which existing safeguards already reduce the threat to an acceptable level. In evaluating the
significance of an identified threat, members should consider both of the following:

a. The significance of relevant interests or relationships.

b. The significance of the threats created by performing the professional service or services. In general,
the more direct the connection between the professional service and the matter on which the parties’
interests are in conflict, the more significant the threat to compliance with the rule will be.

.10 If the member concludes that the threat is not at an acceptable level, the member should apply safeguards
to eliminate the threat or reduce it to an acceptable level. Examples of safeguards include the following:

a. Implementing mechanisms to prevent unauthorized disclosure of confidential information when
performing professional services related to a particular matter for two or more clients whose interests
with respect to that matter are in conflict. This could include

i. using separate engagement teams who are provided with clear policies and procedures on
maintaining confidentiality;

ii. creating separate areas of practice for specialty functions within the firm, which may act as
a barrier to the passing of confidential client information from one practice area to another
within a firm;

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iii. establishing policies and procedures to limit access to client files, the use of confidentiality
agreements signed by employees and partners of the firm and the physical and electronic
separation of confidential information.

b. Regularly reviewing the application of safeguards by a senior individual not involved with the client
engagement or engagements.

c. Having a member of the firm who is not involved in providing the service or otherwise affected by
the conflict, review the work performed to assess whether the key judgments and conclusions are
appropriate.

d. Consulting with third parties, such as a professional body, legal counsel, or another professional
accountant.

.11 In cases where an identified threat may be so significant that no safeguards will eliminate the threat or
reduce it to an acceptable level, or the member is unable to implement effective safeguards, the member
should (a) decline to perform or discontinue the professional services that would result in the conflict
of interest; or (b) terminate the relevant relationships or dispose of the relevant interests to eliminate the
threat or reduce it to an acceptable level.

Disclosure of a Conflict of Interest and Consent

.12 When a conflict of interest exists, the member should disclose the nature of the conflict of interest to clients
and other appropriate parties affected by the conflict and obtain their consent to perform the professional
services. The member should disclose the conflict of interest and obtain consent even if the member
concludes that threats are at an acceptable level.

.13 Disclosure and consent may take different forms. The following are examples:

a. General disclosure to clients of circumstances in which the member, in keeping with common
commercial practice, does not provide services exclusively for any one client (for example, in a
particular service in a particular market sector) in order for the client to provide general consent
accordingly. Such disclosure might be made in a member’s standard terms and conditions for the
engagement.

b. Specific disclosure to affected clients of the circumstances of the particular conflict including an
explanation of the situation and any planned safeguards, sufficient to enable the client to make an
informed decision with respect to the matter and to provide specific consent.

.14 The member should determine whether the nature and significance of the conflict of interest is such
that specific disclosure and specific consent are necessary, as opposed to general disclosure and
general consent. For this purpose, the member should exercise professional judgment in evaluating the
circumstances that create a conflict of interest, including the parties that might be affected, the nature of
the issues that might arise and the potential for the particular matter to develop in an unexpected manner.

.15 When a member has requested specific consent from a client and that consent has been refused by the
client, the member should (a) decline to perform or discontinue professional services that would result in
the conflict of interest; or (b) terminate the relevant relationships or dispose of the relevant interests to
eliminate the threat or reduce it to an acceptable level, such that consent can be obtained, after applying
any additional safeguards, if necessary.

.16 The member is encouraged to document the nature of the circumstances giving rise to the conflict of
interest, the safeguards applied to eliminate or reduce the threats to an acceptable level, and the consent
obtained.

.17 When addressing conflicts of interest, including making disclosures and seeking guidance of third parties, a
member should remain alert to the requirements of the “Confidential Client Information Rule” [1.700.001]

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and the “Confidential Information Obtained From Employment or Volunteer Activities” interpretation
[1.400.070] of the “Acts Discreditable Rule” [1.400.001]. In addition, federal, state, or local statutes, or
regulations concerning confidentiality of client information may be more restrictive than the requirements
contained in the Code of Professional Conduct.

.18 When practicing before the IRS or other taxing authorities, members should ensure compliance
with any requirements that are more restrictive. For example, Treasury Department Circular No.
230, Regulations Governing Practice before the Internal Revenue Service, provides more restrictive
requirements concerning written consent by the client when a conflict of interest exists.

[See Revision History Table.]

A nonauthoritative question and answer regarding independent contractors retained by the firm who are
simultaneously employed or associated with an attest client is available in the FAQ at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.110.020 Director Positions

.01 When a member serves as a director of an entity, such as a bank, the member’s fiduciary responsibilities
to the entity may create threats to the member’s compliance with the “Integrity and Objectivity
Rule” [1.100.001] and the “Confidential Client Information Rule” [1.700.001]. For example, an adverse
interest threat to the member’s objectivity may exist if the member’s clients are customers of the entity or
likely to engage in significant transactions with the entity. A member’s general knowledge and experience
may be very helpful to an entity in formulating policies and making business decisions. Nevertheless,
if the member’s clients are likely to engage in significant transactions with the entity, it would be more
appropriate for the member to serve as a consultant to the board. Under such an arrangement, the member
could limit activities to those that do not threaten the member’s compliance with these rules. If, however,
the member serves as a board member, the member should evaluate the significance of any threats and
apply safeguards, when necessary, to eliminate or reduce the threats to an acceptable level.

.02 Refer to the “Disclosing Client Information in Director Positions” interpretation [1.700.080] of
the “Confidential Client Information Rule” [1.700.001] for additional guidance. [Prior reference:
paragraphs .170–.171 of ET section 191]

Effective Date

.03 This revised interpretation is effective December 15, 2014.

1.120 Gifts and Entertainment

1.120.010 Offering or Accepting Gifts or Entertainment

.01 For purposes of this interpretation, a client includes the client, an individual in a key position with the
client, or an individual owning 10 percent or more of the client’s outstanding equity securities or other
ownership interests.

.02 When a member offers to a client or accepts gifts or entertainment from a client, self-interest, familiarity, or
undue influence threats to the member’s compliance with the “Integrity and Objectivity Rule” [1.100.001]
may exist.

.03 Threats to compliance with the “Integrity and Objectivity Rule” [1.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards and the member
would be presumed to lack integrity in violation of the “Integrity and Objectivity Rule” in the following
circumstances:

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34

a. The member offers to a client or accepts gifts or entertainment from a client that violate the member’s
or client’s policies or applicable laws, rules, and regulations; and

b. The member knows of the violation or demonstrates recklessness in not knowing.

.04 A member should evaluate the significance of any threats to determine if they are at an acceptable level.
Threats are at an acceptable level when gifts or entertainment are reasonable in the circumstances. The
member should exercise judgment in determining whether gifts or entertainment would be considered
reasonable in the circumstances. The following are examples of relevant facts and circumstances:

a. The nature of the gift or entertainment

b. The occasion giving rise to the gift or entertainment

c. The cost or value of the gift or entertainment

d. The nature, frequency, and value of other gifts and entertainment offered or accepted

e. Whether the entertainment was associated with the active conduct of business directly before, during,
or after the entertainment

f. Whether other clients also participated in the entertainment

g. The individuals from the client and member’s firm who participated in the entertainment

.05 Threats to compliance with the “Integrity and Objectivity Rule” [1.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level through the application of safeguards if a member
offers to a client or accepts gifts or entertainment from a client that is not reasonable in the circumstances.
The member would be presumed to lack objectivity in violation of the “Integrity and Objectivity Rule”
under these circumstances.

.06 Refer to the “Offering or Accepting Gifts or Entertainment” interpretation [1.285.010] of the
“Independence Rule” [1.200.001] for additional guidance. [Prior reference: paragraphs .226–.227 of ET
section 191]

A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/gifts_basis_document.pdf.

A nonauthoritative question and answer regarding campaign contributions is available at the following address. The
subject is member contributions made to the campaign of an individual who holds a key position with or has a financial
interest in an attest client. www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
ethics-general-faqs.pdf.

1.130 Preparing and Reporting Information

1.130.010 Knowing Misrepresentations in the Preparation of Financial Statements or Records

.01 Threats to compliance with the “Integrity and Objectivity Rule” [1.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards and the member
would be considered to have knowingly misrepresented facts in violation of the “Integrity and Objectivity
Rule,” if the member

a. makes, or permits or directs another to make, materially false and misleading entries in an entity’s
financial statements or records;

Part 1 — Members in Public Practice

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b. fails to correct an entity’s financial statements or records that are materially false and misleading
when the member has the authority to record the entries; or

c. signs, or permits or directs another to sign, a document containing materially false and misleading
information. [Prior reference: paragraph .02 of ET section 102]

1.130.020 Subordination of Judgment

.01 The “Integrity and Objectivity Rule” [1.100.001] prohibits a member from knowingly misrepresenting
facts or subordinating his or her judgment when performing professional services for a client , for an
employer, or on a volunteer basis. This interpretation addresses differences of opinion between a member
and his or her supervisor or any other person within the member’s organization.

.02 Self-interest, familiarity, and undue influence threats to the member’s compliance with the “Integrity and
Objectivity Rule” [1.100.001] may exist when a member and his or her supervisor or any other person
within the member’s organization have a difference of opinion relating to the application of accounting
principles; auditing standards; or other relevant professional standards, including standards applicable to
tax and consulting services or applicable laws or regulations.

.03 A member should evaluate the significance of any threats to determine if they are at an acceptable level.
Threats are at an acceptable level if the member concludes that the position taken does not result in a
material misrepresentation of fact or a violation of applicable laws or regulations. If threats are not at an
acceptable level, the member should apply the safeguards in paragraphs .06–.08 to eliminate or reduce the
threat(s) to an acceptable level so that the member does not subordinate his or her judgment.

.04 In evaluating the significance of any identified threats , the member should determine, after appropriate
research or consultation, whether the result of the position taken by the supervisor or other person

a. fails to comply with professional standards, when applicable;

b. creates a material misrepresentation of fact; or

c. may violate applicable laws or regulations.

.05 If the member concludes that threats are at an acceptable level the member should discuss his or
her conclusions with the person taking the position. No further action would be needed under this
interpretation.

.06 If the member concludes that the position results in a material misrepresentation of fact or a violation of
applicable laws or regulations, then threats would not be at an acceptable level. In such circumstances,
the member should discuss his or her concerns with the supervisor.

.07 If the difference of opinion is not resolved after discussing the concerns with the supervisor, the member
should discuss his or her concerns with the appropriate higher level(s) of management within the member’s
organization (for example, the supervisor’s immediate superior, senior management, and those charged
with governance).

.08 If after discussing the concerns with the supervisor and appropriate higher level(s) of management
within the member’s organization, the member concludes that appropriate action was not taken, then
the member should consider, in no specific order, the following safeguards to ensure that threats to the
member’s compliance with the “Integrity and Objectivity Rule” [1.100.001] are eliminated or reduced to
an acceptable level:

a. Determine whether the organization’s internal policies and procedures have any additional
requirements for reporting differences of opinion.

b. Determine whether he or she is responsible for communicating to third parties, such as regulatory
authorities or the organization’s (former organization’s) external accountant. In considering such

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communications, the member should be cognizant of his or her obligations under the “Confidential
Information Obtained From Employment or Volunteer Activities” interpretation [1.400.070] of the
“Acts Discreditable Rule” [1.400.001].

c. Consult with his or her legal counsel regarding his or her responsibilities.

d. Document his or her understanding of the facts, the accounting principles, auditing standards, or other
relevant professional standards involved or applicable laws or regulations and the conversations and
parties with whom these matters were discussed.

.09 If the member concludes that no safeguards can eliminate or reduce the threats to an acceptable level or if
the member concludes that appropriate action was not taken, then he or she should consider the continuing
relationship with the member’s organization and take appropriate steps to eliminate his or her exposure
to subordination of judgment.

.10 Nothing in this interpretation precludes a member from resigning from the organization at any time.
However, resignation may not relieve the member of responsibilities in the situation, including any
responsibility to disclose concerns to third parties, such as regulatory authorities or the employer’s (former
employer’s) external accountant.

.11 A member should use professional judgment and apply similar safeguards, as appropriate, to other
situations involving a difference of opinion as described in this interpretation so that the member does not
subordinate his or her judgment. [Prior reference: paragraph .05 of ET section 102]

1.140 Client Advocacy

1.140.010 Client Advocacy

.01 An advocacy threat to compliance with the “Integrity and Objectivity Rule” [1.100.001] may exist when a
member or the member’s firm is engaged to perform nonattest services, such as tax and consulting services,
that involve acting as an advocate for the client or to support a client’s position on accounting or financial
reporting issues either within the firm or outside the firm with standard setters, regulators, or others.

.02 The code governs these types of professional services, and the member shall perform such services
in compliance with the “General Standards Rule” [1.300.001], the “Compliance With Standards
Rule” [1.310.001], the “Accounting Principles Rule” [1.320.001], and any interpretations thereof. The
member shall also comply with the “Integrity and Objectivity Rule” [1.100.001] that requires maintaining
objectivity and integrity and prohibits subordinating one’s judgment to others.

.03 Some professional services involving client advocacy may stretch the bounds of performance standards,
go beyond sound and reasonable professional practice, or compromise credibility, thereby creating threats
to the member’s compliance with the rules and damaging the reputation of the member and the member’s
firm. If such circumstances exist, the member and member’s firm should determine whether it is appropriate
to perform the professional services.

.04 When performing professional services requiring independence, a member shall also comply with the
“Independence Rule” [1.200.001]. [Prior reference: paragraph .07 of ET section 102]

1.150 Use of a Third-Party Service Provider

1.150.040 Use of a Third-Party Service Provider

.01 When a member uses a third-party service provider to assist the member in providing professional services,
threats to compliance with the “Integrity and Objectivity Rule” [1.100.001] may exist.

.02 Clients might not have an expectation that a member would use a third-party service provider to assist the
member in providing the professional services. Therefore, before disclosing confidential client information

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to a third-party service provider, the member should inform the client, preferably in writing, that the
member may use a third-party service provider. If the client objects to the member’s use of a third-
party service provider, the member either should not use the third-party service provider to perform the
professional services or should decline to perform the engagement.

.03 A member is not required to inform the client when he or she uses a third-party service provider to provide
administrative support services to the member (for example, record storage, software application hosting,
or authorized e-file tax transmittal services).

.04 Refer to the “Use of a Third-Party Service Provider” interpretation [1.300.040] of the “General Standards
Rule” [1.300.001] and the “Disclosing Information to a Third-Party Service Provider” interpretation
[1.700.040] of the “Confidential Client Information Rule” [1.700.001] for additional guidance. [Prior
reference: paragraphs .224–.225 of ET section 191]

A nonauthoritative basis for conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsoutsourcing.pdf.

In addition, nonauthoritative sample client disclosure language a member could use to fulfill the requirement
discussed in this interpretation is also available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/sample_disclosure_notification.pdf.

1.200 Independence

1.200.001 Independence Rule

.01 A member in public practice shall be independent in the performance of professional services as required
by standards promulgated by bodies designated by Council. [Prior reference: paragraph .01 of ET section
101]

Interpretations Under the Independence Rule

1.200.005 Application of the Conceptual Framework for Independence and Ethical Conflicts

.01 In the absence of an interpretation of the “Independence Rule” [1.200.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Independence”
interpretation [1.210.010].

.02 A member would be considered in violation of the “Independence Rule” [1.200.001] if the member cannot
demonstrate that safeguards were applied that eliminated or reduced significant threats to an acceptable
level. [Prior reference: “Other Considerations” section of paragraph .02 of ET section 101]

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraph .03 is effective December 15, 2014.

1.210 Conceptual Framework Approach

1.210.010 Conceptual Framework for Independence

Introduction

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.01 It is impossible to enumerate all relationships or circumstances in which the appearance of independence
might be questioned. Thus, in the absence of an independence interpretation that addresses a particular
relationship or circumstance, a member should evaluate whether that relationship or circumstance would
lead a reasonable and informed third party who is aware of the relevant information to conclude that
there is a threat to either the member’s or firm’s independence, or both, that is not at an acceptable
level. When making that evaluation, a member should apply the conceptual framework approach as
outlined in this interpretation to analyze independence matters. A member may also wish to consider
the conceptual framework approach described in this interpretation to gain a better understanding of the
conclusions reached in other interpretations in ET section 1.200, “Independence.” [Prior reference: “Other
Considerations” section of paragraph .02 of ET section 101]

.02 The code specifies that in some circumstances no safeguards can reduce an independence threat to an
acceptable level. For example, the code specifies that a covered member may not own even an immaterial
direct financial interest in an attest client because there is no safeguard to reduce the self-interest threat
to an acceptable level. A member may not use the conceptual framework to overcome this prohibition or
any other prohibition or requirement in an independence interpretation.

Definitions Used in Applying the Conceptual Framework for Independence

.03 Acceptable level. A level at which a reasonable and informed third party who is aware of the relevant
information would be expected to conclude that a member’s independence is not impaired.

.04 Impair(ed). In connection with independence, to effectively extinguish independence. When a member’s
independence is impaired, the member is not independent.

.05 Safeguards. Actions or other measures that may eliminate a threat or reduce a threat to an acceptable level.

.06 Threats. Relationships or circumstances that could impair independence.

Conceptual Framework Approach

.07 The conceptual framework approach entails identifying threats and evaluating the threat that the member
would not be independent or would be perceived by a reasonable and informed third party who is aware
of the relevant information as not being independent. The member must eliminate or reduce that threat to
an acceptable level to conclude that the member is independent. Threats are at an acceptable level either
because of the types of threats and their potential effect or because safeguards have eliminated or reduced
the threat, so that a reasonable and informed third party who is aware of the relevant information would
perceive that the member’s professional judgment is not compromised.

.08 Refer to paragraph .07 of the “Conceptual Framework for Members in Public Practice” [1.000.010.07] for
a detailed description of the conceptual framework approach. [Prior reference: ET section 100-1]

Documentation

.09 When the member applies safeguards to eliminate or reduce significant threats to an acceptable
level, as described in paragraph .07c of the “Conceptual Framework for Members in Public
Practice” [1.000.010.07], the member should document the identified threats and safeguards applied.
Failure to prepare the required documentation would be considered a violation of the “Compliance
With Standards Rule” [1.310.001] rather than the “Independence Rule” [1.200.001] if the member can
demonstrate that safeguards were applied that eliminated or reduced significant threats to an acceptable
level. [Prior reference: “Other Considerations” section of paragraph .02 of ET section 101]

Threats

.10 Many different relationships or circumstances (or combinations of relationships or circumstances) can
create threats to compliance with the “Independence Rule” [1.200.001]. It is impossible to identify every

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relationship or circumstance that creates a threat. Many threats fall into one or more of the following
seven broad categories: adverse interest, advocacy, familiarity, management participation, self-interest,
self-review, and undue influence.

.11 Examples of threats associated with a specific relationship or circumstance are identified in the
interpretations of the code. Paragraphs .12–.18 in this section define and provide examples, which are not
all inclusive, of each of these threat categories. In certain circumstances, the code specifies that because
of the type of threat and its potential effect, either no safeguards can eliminate or reduce the threat to
an acceptable level, or a member would need to apply specific safeguards to eliminate or reduce an
independence threat to an acceptable level. When independence interpretations in the code address one
of these examples, a specific reference to the independence interpretation is provided in brackets after
that example. If an example does not contain a specific reference to an independence interpretation , a
member should use this “Conceptual Framework for Independence” interpretation to evaluate whether a
threat is significant.

.12 Adverse interest threat. The threat that a member will not act with objectivity because the member’s
interests are in opposition to the interests of an attest client. An example is either the attest client or
the member commencing litigation against the other or expressing the intent to commence litigation.
[1.290.010]

.13 Advocacy threat. The threat that a member will promote an attest client’s interests or position to the point
that his or her independence is compromised. Examples of advocacy threats include the following:

a. A member promotes the attest client’s securities as part of an initial public offering. [1.295.130]

b. A member provides expert witness services to an attest client. [1.295.140]

c. A member represents an attest client in U.S. tax court or other public forum. [1.295.160]

.14 Familiarity threat. The threat that, because of a long or close relationship with an attest client, a member
will become too sympathetic to the attest client’s interests or too accepting of the attest client’s work or
product. Examples of familiarity threats include the following:

a. A member of the attest engagement team has an immediate family member or close relative in a key
position at the attest client, such as the attest client’s CEO. [1.270.020 and 1.270.100]

b. A partner or partner equivalent of the firm has been a member of the attest engagement team for
a prolonged period.

c. A member of the firm has recently been a director or an officer of the attest client. [1.277.010]

d. A member of the attest engagement team has a close friend who is in a key position at the attest client.

.15 Management participation threat. The threat that a member will take on the role of attest client
management or otherwise assume management responsibilities for an attest client. Examples of
management participation threats include the following:

a. A member serves as an officer or a director of the attest client. [1.275.005]

b. A member accepts responsibility for designing, implementing, or maintaining internal controls for
the attest client. [1.295.030]

c. A member hires, supervises, or terminates the attest client’s employees. [1.295.135]

.16 Self-interest threat. The threat that a member could benefit, financially or otherwise, from an interest in,
or relationship with, an attest client or persons associated with the attest client. Examples of self-interest
threats include the following:

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40

a. A member has a direct financial interest or material indirect financial interest in the attest client.
[1.240.010]

b. A member has a loan from the attest client, an officer or a director of the attest client, or an individual
who owns 10 percent or more of the attest client’s outstanding equity securities. [1.260.010]

c. A member or his or her firm relies excessively on revenue from a single attest client.

d. A member or member’s firm has a material joint venture or other material joint business arrangement
with the attest client. [1.265]

.17 Self-review threat. The threat that a member will not appropriately evaluate the results of a previous
judgment made, or service performed or supervised by the member or an individual in the member’s firm
and that the member will rely on that service in forming a judgment as part of an attest engagement. Certain
self-review threats, such as preparing source documents used to generate the attest client’s financial
statements [1.295.120], pose such a significant self-review threat that no safeguards can eliminate or
reduce the threats to an acceptable level.

.18 Undue influence threat. The threat that a member will subordinate his or her judgment to that of an
individual associated with an attest client or any relevant third party due to that individual’s reputation or
expertise, aggressive or dominant personality, or attempts to coerce or exercise excessive influence over
the member. Examples of undue influence threats include the following:

a. Management threatens to replace the member or member’s firm over a disagreement on the
application of an accounting principle.

b. Management pressures the member to reduce necessary audit procedures in order to reduce audit fees.

c. The member receives a gift from the attest client, its management, or its significant shareholders.
[1.285.010]

Safeguards

.19 Safeguards may partially or completely eliminate a threat or diminish the potential influence of a threat.
The nature and extent of the safeguards applied will depend on many factors, including the size of the
firm and whether the attest client is a public interest entity. To be effective, safeguards should eliminate
the threat or reduce it to an acceptable level.

.20 The following are three broad categories of safeguards:

a. Safeguards created by the profession, legislation, or regulation.

b. Safeguards implemented by the attest client. It is not possible to rely solely on safeguards
implemented by the attest client to eliminate or reduce significant threats to an acceptable level.

c. Safeguards implemented by the firm, including policies and procedures to implement professional
and regulatory requirements.

.21 The effectiveness of a safeguard depends on many factors, including those listed here:

a. The facts and circumstances specific to a particular situation

b. The proper identification of threats

c. Whether the safeguard is suitably designed to meet its objectives

d. The party(ies) that will be subject to the safeguard

e. How the safeguard is applied

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f. The consistency with which the safeguard is applied

g. Who applies the safeguard

h. How the safeguard interacts with a safeguard from another category

i. Whether the attest client is a public interest entity

.22 Examples of various safeguards within each category are presented in paragraphs .21–.23 of the
“Conceptual Framework for Members in Public Practice” [1.000.010]. The examples presented in these
paragraphs are not intended to be all inclusive. In addition, threats may be sufficiently mitigated through
the application of other safeguards not specifically identified in these paragraphs. [Prior reference: ET
section 100-1]

Effective Date

.23 The addition of partner equivalents to paragraph .14b is effective for engagements covering periods
beginning on or after December 15, 2014.

A nonauthoritative Conceptual Framework Toolkit for Independence is available at www.aicpa.org/content/dam/
aicpa/interestareas/professionalethics/resources/downloadabledocuments/toolkitsandaids/
conceptualframeworktoolkitforindependence.docm.

Nonauthoritative questions and answers regarding senior personnel’s long association on an attest
engagement are available in the ethics FAQ at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/ethics-general-faqs.pdf.

1.220 Accounting Firms

A nonauthoritative question and answer regarding letter of intent to purchase practice is available in the Ethics FAQ
at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.220.010 Network and Network Firms

General

.01 To enhance their capabilities to provide professional services, firms frequently join larger groups, which
typically are membership associations that are separate legal entities and otherwise unrelated to their
members. The associations facilitate their members’ use of association services and resources. They do not
themselves typically engage in public practice or provide professional services to their members’ clients
or other third parties.

.02 Firms and other entities in the association cooperate with the firms and other entities that are members
of the association to enhance their capabilities to provide professional services. For example, a firm may
become a member of an association in order to refer work to, or receive referrals from, other association
members. That characteristic alone would not be sufficient for the association to constitute a network or
for the firm to be considered a network firm.

.03 However, an association would be considered a network if, in addition to cooperation among member firms
and other entities to enhance their capabilities to provide professional services, member firms and other
entities share one or more additional characteristics described in paragraphs .07–.18 of this section. If an
association is considered a network and an entity is considered a network firm the classification should
be applied consistently by all members of the association. When determining if one or more additional
characteristics exist, members should give due consideration to what a reasonable and informed third party
who is aware of the relevant information would be expected to conclude.

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.04 A network firm is required to comply with the “Independence Rule” [1.200.001] with respect to the
financial statement audit and review clients of the other network firms if the use of the audit or review report
for the client is not restricted, as defined by professional standards. For all other attest clients, the covered
member should consider any threats that the covered member knows or has reason to believe may be
created by another network firm’s interests and relationships. If those threats are not at an acceptable level,
the covered member should apply safeguards to eliminate the threats or reduce them to an acceptable level.
If safeguards cannot be applied to eliminate or reduce the threats to an acceptable level, independence
will be impaired. Entities within the network that meet the definition of a network firm are subject to the
“Independence Rule.”

.05 The determination that a firm or other entity or an association of firms or other entities meets the definition
of a network firm and network is solely for purposes of this interpretation and may not be used or relied
upon in any other context. In particular, determining whether a firm or other entity is a network firm or
whether an association of firms or other entities is a network for purposes of defining legal responsibilities
from one firm to the other or to third parties is beyond the scope of this interpretation.

Characteristics of a Network

.06 When an association is formed for the purpose of cooperating to enhance the firms’ capabilities to provide
professional services, and one of the characteristics described in paragraphs .07–.18 of this section also
applies, the association is considered to be a network.

.07 Sharing a common brand name. This characteristic exists when the association’s members or entities
controlled by the association’s members share the use of a common brand name or share common initials
as part of the firm name.

.08 A firm that does not use a common brand name as part of its firm name but makes reference in its stationery
or promotional materials to being a member of an association of firms should carefully consider how it
describes that membership and take steps to avoid the perception that it belongs to a network. The firm
may wish to avoid such perception by clearly describing the nature of its membership in the association
(for example, by stating on its stationery or promotional material that it is “an independently owned and
operated member firm of XYZ Association”).

.09 Sharing common control. This characteristic exists when entities within the association are under common
control with other firms in the association through ownership, management, or other means (for example,
by contract). However, compliance with association requirements as a condition of membership does not
indicate that members are under common control; rather, it reflects the type of cooperation that is expected
when an entity joins the association.

.10 Sharing profits or costs. This characteristic exists when entities within the association share profits or
costs. Following are examples of profit and cost sharing that would not create a network:

a. Sharing immaterial costs

b. Sharing costs related to operating the association

c. Sharing costs related to the development of audit methodologies, manuals, and training courses

d. Arrangements between a firm and an otherwise unrelated entity to jointly provide a service or develop
a product

.11 Sharing a common business strategy. This characteristic exists when entities within the association share a
common business strategy. Sharing a common business strategy involves ongoing collaboration among the
firms whereby the firms are responsible for implementing the association’s strategy and held accountable
for performance pursuant to that strategy. An entity’s ability to pursue an alternative strategy may be

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limited by the common business strategy because, as a member, it must act in accordance with the common
business strategy and, therefore, in the best interest of the association.

.12 An entity is not considered to be a network firm merely because it cooperates with another entity solely
to market professional services or responds jointly to a request for a proposal for the provision of a
professional service.

.13 Sharing significant professional resources. This characteristic exists when entities within the association
share a significant part of professional resources. Members should consider both qualitative and
quantitative factors in determining whether the shared professional resources are significant.

.14 Examples of professional resources include the following:

a. Common systems that enable firms to exchange information, such as client data, billing, and time
records

b. Partners and staff

c. Technical departments to consult on technical or industry-specific issues, transactions, or events for
assurance engagements

d. Audit methodology or audit manuals

e. Training courses and facilities

.15 When shared professional resources involve the exchange of client information or personnel, such as when
staff are drawn from a shared pool or a common technical department is created within the association to
provide participating firms with technical advice that the firms are required to follow, a reasonable and
informed third party who is aware of the relevant information would be expected to conclude that the
shared professional resources are significant.

.16 When the entities within the association do not share a significant amount of human resources (for example,
a firm occasionally uses personnel of another member firm to assist with an engagement, such as observing
a client’s physical inventory count) or significant client information (for example, client data, billing,
and time records) and have the ability to make independent decisions regarding technical matters, audit
methodology, training, and the like, the entities are not considered to be sharing a significant part of
professional resources.

.17 When the shared professional resources are limited to a common audit methodology, audit manuals,
training courses, or facilities and do not include a significant amount of human resources or clients or
markets, the shared professional resources are not considered significant.

.18 Sharing common quality control policies and procedures. This characteristic exists when entities within
the association are required to follow common quality control policies and procedures that the association
monitors. Monitoring is the ongoing consideration and evaluation of the firms’ systems of quality control,
which enables the association to obtain reasonable assurance that the firms’ systems of quality control are
designed appropriately and operating effectively.

.19 Refer to paragraph .03d of the “Application of the AICPA Code” [0.200.020] for additional guidance.
[Prior reference: paragraph .19 of ET section 101]

Nonauthoritative implementation guidance can be found at www.aicpa.org/interestareas/professionalethics/
resources/tools/downloadabledocuments/ethics-division-network-firm-implementation-guidance.pdf.

Nonauthoritative frequently asked questions (FAQ) and case studies can be found at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/networkfirmfaqandcasestudies.pdf

Part 1 — Members in Public Practice

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1.220.020 Alternative Practice Structures

.01 Members practicing public accounting in nontraditional practice structures (alternative practice structures
[APS]) should apply this interpretation to determine whether they are in compliance with the
“Independence Rule” [1.200.001].

.02 All such structures must be organized in a form that complies with applicable laws, rules, and regulations,
the “Form of Organization and Name Rule” [1.800.001] and the related “Alternative Practice Structures”
interpretation [1.810.050] of the “Form of Organization and Name Rule.”

.03 For example, in an APS, a substantial piece of the nonattest portion of a member’s practice may be
conducted under public or private ownership, and the attest portion of the practice may be conducted
through a separate firm that the member owns and controls.

Terminology

.04 The following terms are defined solely for the purpose of applying this interpretation:

a. APS is a form of organization in which a firm that provides attest services is closely aligned with
another public or private organization that performs other professional services.

b. A covered member includes both employed and leased individuals who meet the definition of a
covered member.

c. The term direct superiors includes those persons so closely associated with a partner or manager
who is a covered member that such persons can directly control the partner’s or manager’s activities.
For this purpose, a person who can directly control is the immediate superior of the partner or
manager who has the power to direct the activities of that person so as to be able to directly or
indirectly (for example, through another entity over which the direct superior can exercise significant
influence) derive a benefit from that person’s activities. An example is the person who has day-to-
day responsibility for the activities of the partner or manager and is in a position to recommend
promotions and compensation levels. This group of persons is so closely aligned through direct
reporting relationships that their interests seem to be inseparable.

d. Indirect superiors are not connected with partners and managers who are covered members through
direct reporting relationships; rather, they are one or more levels above direct superiors of covered
members (that is, there always is a level in between). Generally, this starts with persons in an
organization structure to whom direct superiors report and go up the line from there. Indirect
superiors also include the immediate family of indirect superiors.

e. Other public company entities include the public company and all entities consolidated in the public
company financial statements that are not subject to the “Independence Rule” [1.200.001] and its
interpretations in their entirety.

f. Significant influence is having the ability to exercise significant influence over the financial,
operating, or accounting policies of the entity by, for example

i. being connected with the entity as a promoter, an underwriter, a voting trustee, a general partner,
or a director;

ii. being in a policy-making position, such as chief executive officer, chief operating officer,
chief financial officer, or chief accounting officer; or

iii. meeting the criteria in Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 323-10-15 to determine the ability of an investor to exercise such influence
with respect to an entity.

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APS Model

.05 The APS described in paragraphs .06–.07 in this section and the related chart provides an example of
a structure in use at the time that this interpretation was developed. Many of the references in this
interpretation are to the example, but members should apply the concepts in spirit and substance to
variations of the example structure as they develop.

.06 The example APS in this interpretation is one in which an existing CPA practice (Oldfirm) is sold
by its owners to another (possibly public) entity (PublicCo). PublicCo has subsidiaries or divisions,
such as a bank, an insurance company, or a broker-dealer. It also has one or more professional service
subsidiaries (PSS) or divisions that offer nonattest services (for example, tax, personal financial planning,
and management consulting) to clients. The owners and employees of Oldfirm become employees of one
of PublicCo’s subsidiaries or divisions and may provide those nonattest services. In addition, the owners
of Oldfirm form a new CPA firm (Newfirm) to provide attest services. CPAs, including the former owners
of Oldfirm, own a majority of Newfirm (with regard to voting and financial interests). Attest services are
performed by Newfirm and supervised by its owners. The arrangement between Newfirm and PublicCo
(or one of its subsidiaries or divisions) includes the lease of employees, office space, and equipment; the
performance of back-office functions, such as billing and collections; and advertising. Newfirm pays a
negotiated amount for these services.

.07 The chief executive of the local office of the PSS where the partners of Newfirm are employed would be
a direct superior. The chief executive of the PSS itself would be an indirect superior, and there may be
indirect superiors in between, such as a regional chief executive of all PSS offices within a geographic area.

Interpretation

.08 The “Independence Rule” [1.200.001] and interpretations normally extend only to those persons and
entities included in the definition of covered members. However, in an APS environment, the self-interest,
management participation, self-review, advocacy, or undue influence threats to a covered member’s
compliance with the “Independence Rule” may not be at an acceptable level unless certain safeguards are
implemented by other individuals or entities.

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.09 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level,
could not be reduced to an acceptable level by the application of safeguards, and independence would
be impaired when the following individuals or entities fail to apply the “Independence Rule” and
interpretations with respect to attest clients of Newfirm:

a. Covered members of Newfirm

b. Direct superiors of any partner or manager who is a covered member of Newfirm and entities within
the APS over which such individuals can exercise significant influence

.10 In addition, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level, could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired in the following circumstances:

a. Indirect superiors and other public company entities have a material relationship with an attest client
of Newfirm that is prohibited by the “Overview of Financial Interests” interpretation [1.240.010],
the “Trustee or Executor” interpretation [1.245.010], the “Loans” interpretation [1.260.010], or
the “Joint Closely Held Investments” interpretation [1.265.020] of the “Independence Rule” (for
example, investments, loans, and so on). In making the test for materiality for financial relationships
of an indirect superior, all the financial relationships with an attest client held by that person should
be aggregated and, to determine materiality, assessed in relation to the person’s net worth. In making
the materiality test for financial relationships of other public company entities, all the financial
relationships with an attest client held by such entities should be aggregated and, to determine
materiality, assessed in relation to the consolidated financial statements of PublicCo.

b. Any other public company entity over which an indirect superior has direct responsibility has a
financial relationship with an attest client during the period of the professional engagement that is
material in relation to the other public company entity’s financial statements.

c. Financial relationships of indirect superiors or other public company entities allow such persons or
entities to exercise significant influence over the attest client during the period of the professional
engagement. In making the test for significant influence, financial relationships of all indirect
superiors and other public company entities should be aggregated.

d. Other public company entities or any of their employees are connected with an attest client of
Newfirm as a promoter, an underwriter, a voting trustee, a director, or an officer during the period
of the professional engagement or during the period covered by the financial statements.

.11 Indirect superiors and other public company entities may provide services to an attest client of Newfirm
that would impair independence if performed by Newfirm, except as noted in paragraph .10d.

.12 When Newfirm and its partners and professional employees perform attest engagements for PublicCo or
any of its subsidiaries or divisions, threats to compliance with the “Independence Rule” [1.200.001] would
not be at an acceptable level and could not be reduced to an acceptable level through the application of
safeguards. Accordingly, independence would be impaired.

.13 If an attest client of Newfirm holds an investment in PublicCo that is material to the attest client or
that allows the attest client to exercise significant influence over PublicCo during the period of the
professional engagement, threats to compliance with the “Independence Rule” [1.200.001] would not be at
an acceptable level and could not be reduced to an acceptable level through the application of safeguards.
Accordingly, independence would be impaired.

.14 When making referrals of services between Newfirm and any of the entities within PublicCo, a member
should consider the provisions of the “Conflicts of Interest” interpretation [1.110.010] of the “Integrity and
Objectivity Rule” [1.100.001] and the “Alternative Practice Structures” interpretation [1.810.050] of the
“Form of Organization and Name Rule” [1.800.001]. [Prior reference: paragraph .16 of ET section 101]

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1.220.030 Use of a Nonindependent CPA Firm on an Engagement

.01 If partners or professional employees from another firm that was not independent of an attest client
participate on the attest engagement team, threats to compliance with the “Independence Rule” [1.200.001]
would not be at an acceptable level and could not be reduced to an acceptable level through the application
of safeguards. Accordingly, the firm’s independence would be impaired.

.02 However, the firm may use the work of such individuals in a manner similar to internal auditors, provided
that the firm complies with AU-C section 610, Using the Work of Internal Auditors (AICPA, Professional
Standards). [Prior reference: paragraphs .142–.143 of ET section 191]

1.220.040 Firm Mergers and Acquisitions

.01 When (1) a member’s firm merges with or acquires another firm or entity or all or part of the business
thereof (acquired firm) or (2) a member’s firm, or all or part of the business thereof, is merged with or
acquired by another firm (acquiring firm), threats to compliance with the “Independence Rule” [1.200.001]
may exist as a result of employment or association with, or the provision of nonattest services to, an attest
client of the acquired or acquiring firm.

.02 When determining which firm is the acquirer, members should consider the guidance contained in
paragraphs 11–15 of FASB ASC 805-10-55, among other sources.

Employment or Association With an Attest Client

.03 If a partner or professional employee was formerly employed by or associated with an entity as a director,
officer, employee, promoter, underwriter, voting trustee, trustee of any pension or profit-sharing trust of
the entity, or in any capacity equivalent to that of a member of management and that entity becomes an
attest client through a merger or acquisition, then threats will be at an acceptable level and independence
will not be impaired provided all of the following safeguards are met:

a. The partner or professional employee terminates the relationship with the attest client (for example,
resigns as a director) prior to the closing date of the merger or acquisition.

b. The partner or professional employee does not participate on the attest engagement team and is not
an individual in a position to influence the attest engagement for the attest client when the attest
engagement covers any period that includes his or her former employment or association with that
attest client.

c. The applicable disassociation safeguards in paragraph .04 of the “Former Employment or
Association With an Attest Client” interpretation [1.277.010] are implemented prior to the closing
date of the merger or acquisition.

d. As soon as practicable under the circumstances but before issuing the attest report, a responsible
individual within the firm assesses the prior relationship of the partner or professional employee
with the attest client, as well as the position he or she holds at the firm, to determine if threats are
created that are not at an acceptable level. If the responsible individual determines that threats are
not at an acceptable level, he or she should be satisfied that safeguards are applied to eliminate or
reduce the threats to an acceptable level. Threats will not be at an acceptable level if

i. the partner or professional employee will have interaction with members of the attest
engagement team regarding the attest client or

ii. the attest engagement team is placed in a position of evaluating the partner or professional
employee’s representations and work while he or she was employed or associated with the
attest client.

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In such situations, an individual within the firm with the appropriate stature, expertise, and objectivity
should review the subsequent attest engagement prior to issuing the attest report to determine whether the
attest engagement team maintained integrity; objectivity; and, as appropriate, professional skepticism.

e. As soon as practicable under the circumstances but before issuing the attest report, the nature of the
relationship and any safeguards that were applied are discussed with those charged with governance.
Documentation of the substance of the discussion with those charged with governance is encouraged.

Nonattest Services

.04 Nonattest services provided to an entity that becomes an attest client through a merger or an acquisition
may create self-review, management participation, and advocacy threats to the member’s compliance
with the “Independence Rule” [1.200.001]. Specifically, threats may exist if, during the period of the
professional engagement or the period covered by the financial statements, nonattest services that would
otherwise impair independence (prohibited nonattest services) under the interpretations of the “Nonattest
Services” subtopic [1.295] are performed by

a. the acquiring firm, with respect to an attest client of the acquired firm or

b. the acquired firm, with respect to an attest client of the acquiring firm.

Prohibited Nonattest Services Provided by Acquiring Firm

.05 If the acquiring firm provided prohibited nonattest services to an attest client of the acquired firm
during the period covered by the financial statements, threats to compliance with the “Independence
Rule” [1.200.001] will not be at an acceptable level and cannot be reduced to an acceptable level by the
application of safeguards. Accordingly, the acquiring firm’s independence will be impaired with respect
to the attest client.

Prohibited Nonattest Services Provided by Acquired Firm

.06 If the acquired firm provided prohibited nonattest services to an attest client of the acquiring firm prior
to the financial statement period covered by the acquiring firm’s next attest report, the acquiring firm’s
independence would not be impaired.

.07 If the acquired firm provided prohibited nonattest services to an attest client of the acquiring firm during the
period of the professional engagement (except as provided for in paragraph .06) or the period covered by
the financial statements, the acquiring firm’s independence would be impaired unless all of the following
conditions are satisfied:

a. The acquired firm terminates the prohibited nonattest services (or modifies the service offerings such
that they would not impair independence) prior to the closing date of the merger or acquisition.

b. Any individual who participated in the engagement to provide the prohibited nonattest services
is neither on the attest engagement team nor an individual in a position to influence the attest
engagement.

c. An evaluation of the threats is performed and threats are determined to be at an acceptable level or
reduced to an acceptable level by the application of safeguards. The evaluation should be conducted
on the basis of the attribution of the results of the nonattest services to the acquiring firm. That is,
if the nonattest services

i. can be attributed to the acquiring firm because the acquiring firm will assume responsibility for
the results of the nonattest services, then the evaluation should assess all prohibited nonattest
services that the acquired firm performed for the attest client during the financial statement
period to be covered by the acquiring firm’s next attest report; or

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ii. cannot be attributed to the acquiring firm, then the evaluation should assess all prohibited
nonattest services that the acquired firm performed for the attest client during the period in
which the merger or acquisition was pending (that is, from the commencement of negotiations
through the closing date of the merger or acquisition).

.08 In evaluating the significance of any threats, consideration should also be given to the following:

a. Whether the nonattest service is attributed to the acquiring firm and whether the work performed or
its results will be subject to attest procedures.

b. The significance of the results of the nonattest service to the attest client’s financial statements.

c. The extent to which the attest client and its management were involved in overseeing the nonattest
services performed (including making any significant judgments and decisions with respect to the
nonattest services) and whether the attest client and its management possessed the suitable skill,
knowledge and/or experience to oversee such services.

d. Whether the nonattest services involved the assumption of a management responsibility.

.09 If the member concludes that the threats to independence are not at an acceptable level, the member should
apply safeguards to reduce threats to an acceptable level.

.10 Examples of safeguards include the following:

a. An individual not associated with the nonattest engagement reviews the nonattest services work
performed.

b. Another firm performs an attest engagement on the subject matter of the nonattest service.

c. Another firm re-performs the nonattest service to the extent necessary for it to take responsibility
for that service.

If no safeguards exist that will eliminate or reduce the threats to an acceptable level, independence will
be impaired.

Communications With Those Charged With Governance

.11 As soon as practicable under the circumstances but before issuing the attest report, the nature of the
prohibited nonattest services performed by the acquired firm that are subject to evaluation in paragraph .07c
and any safeguards applied should be discussed with those charged with governance. Documentation of
the substance of the discussion with those charged with governance is encouraged.

Other Interests in and Relationships With an Attest Client

.12 This interpretation addresses only threats to independence that may arise as a result of a merger or an
acquisition relating to employment or association with, or the provision of nonattest services to, an attest
client. However other interests in, and relationships with, an attest client may also result in threats to
compliance with the “Independence Rule” [1.200.001] or other rules during a merger or acquisition.
Accordingly, members should take whatever pre-merger actions are necessary to be satisfied that the firm
is in compliance with all relevant rules prior to the closing date of the merger or acquisition.

Confidentiality Considerations

.13 Refer to the “Disclosing Client Information in Connection With a Review of the Member’s Practice”
interpretation [1.700.050] of the “Confidential Client Information Rule” [1.700.001] for additional
guidance.

Effective Date

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50

.14 This interpretation is effective for mergers or acquisitions with closing dates on or after January 31, 2016.
Early implementation is allowed.

1.224 Affiliates, Including State and Local Government Affiliates

1.224.010 Client Affiliates

.01 Financial interests in, and other relationships with, affiliates of a financial statement attest client may
create threats to a member’s compliance with the “Independence Rule” [1.200.001].

.02 When a client is a financial statement attest client, members should apply the “Independence
Rule” [1.200.001] and related interpretations applicable to the financial statement attest client to their
affiliates, except in the following situations:

a. A covered member may have a loan to or from an individual who is an officer, a director, or a
10 percent or more owner of an affiliate of a financial statement attest client during the period of
the professional engagement unless the covered member knows or has reason to believe that the
individual is in such a position with the affiliate. If the covered member knows or has reason to
believe that the individual is an officer, a director, or a 10 percent or more owner of the affiliate, the
covered member should evaluate the effect that the relationship would have on the covered member’s
independence by applying the “Conceptual Framework for Independence” [1.210.010].

b. A member or the member’s firm may provide prohibited nonattest services to entities described under
items c–l of the definition of affiliate during the period of the professional engagement or during the
period covered by the financial statements, provided that it is reasonable to conclude that the services
do not create a self-review threat with respect to the financial statement attest client because the
results of the nonattest services will not be subject to financial statement attest procedures. For any
other threats that are created by the provision of the nonattest services that are not at an acceptable
level (in particular, those relating to management participation), the member should apply safeguards
to eliminate or reduce the threats to an acceptable level.

c. A firm will only have to apply the “Subsequent Employment or Association With an Attest Client”
interpretation [1.279.020] of the “Independence Rule” if the former employee, by virtue of his or
her employment at an entity described under items c–l of the definition of affiliate, is in a key
position with respect to the financial statement attest client. Individuals in a position to influence
the attest engagement and on the attest engagement team who are considering employment with an
affiliate of a financial statement attest client will still need to report consideration of employment
to an appropriate person in the firm and remove themselves from the financial statement attest
engagement, even if the position with the affiliate is not a key position.

d. A covered member’s immediate family members and close relatives may be employed in a key
position at an entity described under items c–l of the definition of affiliate during the period of the
professional engagement or during the period covered by the financial statements, provided they are
not in a key position with respect to the financial statement attest client.

e. A covered member who is an individual on the attest engagement team, an individual in a position
to influence the attest engagement, or the firm may have a lease that does not meet the requirements
of the “Leases” interpretation [1.260.040] under the “Independence Rule” with an entity described
under items c–l of the definition of affiliate during the period of the professional engagement. The
covered member should use the “Conceptual Framework for Independence” to evaluate whether any
threats created by the lease are at an acceptable level. If the covered member concludes that threats
are not at an acceptable level, the covered member should apply safeguards to eliminate the threats
or reduce them to an acceptable level.

f. A member or member’s firm may enter into a staff augmentation arrangement with entities described
under items (c)–(l) of the definition of affiliate during the period of the professional engagement

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or during the period covered by the financial statements. The member should use the “Conceptual
Framework for Independence” to evaluate whether any threats created by the staff augmentation
arrangement are at an acceptable level. If the member concludes that threats are not at an acceptable
level, the member should apply safeguards to eliminate the threats or reduce them to an acceptable
level. If safeguards are not available or cannot be applied to eliminate or reduce the threats to an
acceptable level, the member should not enter into the staff augmentation arrangement.

.03 A member must expend best efforts to obtain the information necessary to identify the affiliates of
a financial statement attest client. If, after expending best efforts, a member is unable to obtain the
information to determine which entities are affiliates of a financial statement attest client, threats would
be at an acceptable level and independence would not be impaired if the member (a) discusses the matter,
including the potential impact on independence, with those charged with governance; (b) documents the
results of that discussion and the efforts taken to obtain the information; and (c) obtains written assurance
from the financial statement attest client that it is unable to provide the member with the information
necessary to identify the affiliates of the financial statement attest client.

.04 This interpretation does not apply to a financial statement attest client that is covered by the “Entities
Included in State and Local Government Financial Statements” interpretation [1.224.020] of the
“Independence Rule” [1.200.001]. [Prior reference: paragraph .20 of ET section 101]

Acquisitions and Other Business Combinations That Involve a Financial Statement Attest Client

.05 The exception in paragraph .06 would apply when (1) a financial statement attest client is acquired during
the period of the professional engagement by either a nonclient or a nonattest client (acquirer), (2) the
attest engagement covers only periods prior to the acquisition, and (3) the member or member’s firm will
not continue to provide financial statement attest services to the acquirer.

.06 Independence will not be considered impaired with respect to the financial statement attest client because
a member or member’s firm has an interest in or relationship with the acquirer that may otherwise impair
independence as a result of the requirements of this interpretation or the definition of “attest client” (as it
relates to the entity or person that engages the member or member’s firm to perform the attest engagement).

.07 Notwithstanding paragraph .06, a member should give consideration to the requirements of the “Conflicts
of Interest” interpretation [1.110.010], under the “Integrity and Objectivity Rule” [1.100.001], with regard
to any relationships that the member knows or has reason to believe exist with the acquirer, the financial
statement attest client, or the firm.

.08 A member should refer to paragraph .03 of “Application of the AICPA Code” [0.200.020] for guidance
on circumstances involving foreign network firms.

Effective Date

.09 Paragraphs .01–.04 are effective for engagements covering periods beginning on or after January 1, 2014.
Early implementation is allowed.

[See Revision History Table.]

Nonauthoritative questions and answers regarding the application of the independence rules to affiliates
of employee benefit plans are available at http://www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/faqs-application-independence-rules-affiliates-of-employee-benefit-plans.pdf.

1.224.020 Entities Included in State and Local Government Client Affiliates Financial Statements

.01 For purposes of this interpretation, a financial reporting entity’s basic financial statements issued in
conformity with generally accepted accounting principles (GAAP) include the following:

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52

a. The government-wide financial statements (consisting of the entity’s governmental activities,
business-type activities, and discretely presented component units)

b. The fund financial statements (consisting of major funds, nonmajor governmental and enterprise
funds, internal service funds, blended component units, and fiduciary funds)

c. Other entities disclosed in the notes to the basic financial statements. Examples of other entities that
should be disclosed include the following:

i. Related organizations

ii. Joint ventures

iii. Jointly governed organizations

iv. Component units of another government with characteristics of a joint venture or jointly
governed organization

.02 Certain terminology used in this interpretation is specifically defined by the Governmental Accounting
Standards Board (GASB).

.03 When a covered member audits the basic financial statements of a financial reporting entity or the financial
statements of a major fund, a nonmajor fund, an internal service fund, a fiduciary fund, or a component unit
of the financial reporting entity or other entity that should be disclosed in the notes to the basic financial
statements, the covered member must be independent of the entity, fund, or component unit that the covered
member is auditing, as discussed in this interpretation.

Auditor of the Financial Reporting Entity

.04 When a covered member audits the basic financial statements of the financial reporting entity, the covered
member must also be independent of any major or nonmajor fund, internal service fund, fiduciary fund,
or component unit or other entities disclosed in the basic financial statements unless the primary auditor
explicitly states reliance on other auditors’ reports.

.05 Independence is not required with respect to an entity disclosed in the notes to the basic financial statements
if the financial reporting entity is not financially accountable for the entity and the required disclosure
does not include financial information. For example, a disclosure limited to the financial reporting entity’s
ability to appoint the governing board members would not require the covered member to be independent
of that entity.

.06 Regardless of the exceptions in paragraph .05, if a covered member or a covered member’s immediate
family holds a key position in any of the following entities during the period of the professional engagement
or during the period covered by the financial statements, threats to compliance with the “Independence
Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an acceptable level by
the application of safeguards and the covered member’s independence would be impaired:

a. Major fund, nonmajor fund, internal service fund, fiduciary fund, or component unit of the financial
reporting entity

b. Other entity that should be disclosed in the notes to the basic financial statements

Auditor Does Not Audit the Primary Government

.07 When a covered member does not audit the primary government but audits the financial statements of
the following entities, the covered member is not required to be independent of entities that the covered
member does not audit:

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a. A major fund, a nonmajor fund, an internal service fund, a fiduciary fund, or a component unit of
the financial reporting entity

b. An entity that should be disclosed in the notes to the basic financial statements of the financial
reporting entity

.08 However, if a covered member or a covered member’s immediate family holds a key position within the
primary government during the period of the professional engagement or during the period covered by
the financial statements, threats to compliance with the “Independence Rule” [1.200.001] would not be
at an acceptable level and could not be reduced to an acceptable level by the application of safeguards.
Accordingly, the covered member’s independence would be impaired. For purposes of this interpretation,
a covered member and the covered member’s immediate family would not be considered employed by
the primary government if the criteria in the Introduction of part 1 [1.000.02] were met. [Prior reference:
paragraph .12 of ET section 101]

[See Revision History Table.]

June 2019

The revised interpretation “State and Local Government Client Affiliates,” formerly “Entities Included
in State and Local Government Financial Statements,” (ET sec. 1.224.020) under the “Independence
Rule” (ET sec. 1.200.001) is effective for years beginning after December 15, 2021.

State and Local Government Client Affiliates

Applicability

.01

This interpretation applies to state and local government entities (as defined in paragraph .03d of this
interpretation) that are financial statement attest clients.

.02

When an interpretation of the “Independence Rule” [1.200.001] is applied in a state or local government
environment and the interpretation uses terminology that is not applicable in this environment, the
member should use professional judgment to determine if there is an equivalent term. For example, certain
interpretations use the phrase “officer, director, or owner of the attest client.” In some state or local
government environments, it may be necessary for the member to extend these interpretations to officials
of the financial statement attest client when the official has governance responsibilities or control over
financial reporting.

Terminology

.03

The following terms are defined here solely for use with this interpretation:

a. An affiliate of a financial statement attest client exists in all the following situations:

i. The entity is included in the financial statement attest client’s financial statements and the
member or member’s firm does not make reference to another auditor’s report on the entity.

ii. The entity is included in the financial statement attest client’s financial statements, the member
or member’s firm makes reference to another auditor’s report on the entity, and

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(1) the entity is material to the financial statement attest client’s financial statements as
a whole and

(2) the financial statement attest client has more than minimal influence over the entity’s
accounting or financial reporting process. There is a rebuttable presumption that the
financial statement attest client has more than minimal influence over the accounting or
financial reporting process of funds and blended component units.

iii. The entity is a material excluded entity, and the financial statement attest client has more
than minimal influence over the entity’s accounting or financial reporting process. A material
excluded entity is an entity that is required under the applicable financial reporting framework
to be included in the financial statements of the financial statement attest client but is,
nevertheless, excluded by the financial statement attest client and is material to the financial
statement attest client’s financial statements as a whole. There is a rebuttable presumption that
the financial statement attest client has more than minimal influence over the accounting or
financial reporting process of funds and blended component units.

iv. The investor, which is either the financial statement attest client or an affiliate as defined in
item (i) of this definition, has an investment in an investee when the investor either

(1) controls the investee, unless the investment in the investee is trivial and clearly
inconsequential to the financial statement attest client’s financial statements as a whole,
or

(2) has significant influence over the investee and the investment in the investee is material
to the financial statement attest client’s financial statements as a whole.

b. An entity is intended to be broadly defined and can include funds, component units, departments,
agencies, programs, organizational units, fiduciary activities, custodial activities, employee benefit
plans, and suborganizational units of the preceding entities.

c. An investment is a security or other asset that an investor, which is either the financial statement
attest client or an affiliate, as defined in item (ai) of this paragraph, holds primarily for the purpose of
income or profit and has a present-service capacity based solely on its ability to generate cash or to be
sold to generate cash. This includes investments and ownership of an equity interest in common stock
accounted for using the equity method of accounting as provided for in GASB Codification Section
I50. The following interests are not considered investments for purposes of this interpretation:

i. Interests obtained by an investor as a result of an action by a third party, such as through a
bequest or a grant, and that the investor does not intend to retain and does not retain for more
than a reasonable period of time given the temporary nature of the investment

ii. Equity interests in joint ventures, partnerships, LLCs, or other types of entities where the
investor’s principal purpose is to directly enhance its ability to provide governmental services

iii. Equity interests in component units where the investor’s principal purpose is to directly
enhance its ability to provide governmental services

iv. Interests that would otherwise be considered an entity as defined in item (b) of this paragraph

d. State and local government entities are entities whose generally accepted accounting principles
standard setter is GASB. Examples of state and local government entities include general purpose
governments and special purpose governments. Examples of general purpose governments include
states, counties, cities, towns, villages, and Indian tribes. Examples of special purpose governments
include cemetery districts, school districts, universities and colleges, utilities, hospitals or other
health care organizations, public airports, public housing authorities, financing authorities, public

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transportation systems, public employee retirement systems (PERSs), post-employment benefit
plans, pension plans, public-entity risk pools, external investment pools, state tuition programs, and
other special districts.

Interpretation

.04

Financial interests in, and other relationships with, affiliates of a financial statement attest client may
create threats to a member’s compliance with the “Independence Rule.”

.05

Members should apply the “Independence Rule” and related interpretations applicable to a financial
statement attest client to their affiliates except as provided for in paragraph .07 of this interpretation.

.06

However, if the member encounters circumstances or relationships that may create threats to independence,
the member should apply the “Conceptual Framework for Independence” [1.210.010] to evaluate whether
threats are at an acceptable level. Examples of such circumstances or relationships could include the
following:

a. A covered member’s immediate family member is in a key position with a nonaffiliate that
includes the financial statement attest client in its financial statements and the nonaffiliate provides
accounting staff, shares financial information systems, or establishes internal controls over financial
reporting for the financial statement attest client.

b. The member or member’s firm is considering providing financial information system design services
to a nonaffiliate in which the same financial information system would also be used by the financial
statement attest client.

c. A covered member has a financial interest in a nonaffiliate that includes the financial statement
attest client in its financial statements, and the nonaffiliate prepares the financial statements for the
financial statement attest client.

d. The financial statement attest client participates in a public-private partnership or joint venture that
does not meet the definition of an investment in paragraph .03c of this interpretation. A covered
member has a financial interest in an organization that is also involved with the public-private
partnership or joint venture.

e. A covered member owns utility bonds issued by a nonaffiliate, and the financial statement attest
client is responsible for payment of the utility bond debt service.

f. A covered member owns conduit debt issued by the financial statement attest client on behalf of
a nonaffiliate. The conduit debt is not accounted for on the financial statements of the financial
statement attest client, and the debt service is paid by the nonaffiliate.

Exception

.07

The member and member’s firm may provide prohibited nonattest services to entities described under items
(aii) and (aiii) of paragraph .03 during the period of the professional engagement or during the period
covered by the financial statements provided that it is reasonable to conclude that the services do not create
a self-review threat with respect to the financial statement attest client because the results of the nonattest

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services will not be subject to the covered member’s financial statement attest procedures. For any other
threats created by the provision of the nonattest services that are not at an acceptable level (in particular,
those relating to management participation), the member should apply safeguards to eliminate or reduce
the threats to an acceptable level.

Best Efforts

.08

A member must expend best efforts to obtain the information necessary to identify affiliates of a financial
statement attest client. If, after expending best efforts, a member is unable to obtain the information
to determine which entities are affiliates of a financial statement attest client, threats would be at an
acceptable level and independence would not be impaired if the member

a. discusses the matter, including the potential impact on independence, with those charged with
governance;

b. documents the results of that discussion and the efforts taken to obtain the information; and

c. obtains written assurance from the financial statement attest client that it is unable to provide the
member with the information necessary to identify the affiliates of the financial statement attest
client.

More Than Minimal Influence Over Accounting and Financial Reporting Process

.09

The overall facts and circumstances should be considered when evaluating the level of influence the
financial statement attest client has over the accounting or financial reporting process of an entity in
the financial statement attest client’s financial statements. The targeted analysis is applied solely to the
accounting and financial reporting process of the entity as opposed to the analysis of what entities are
included in the financial statement attest client’s financial statements. Factors such as the following may
assist members with this evaluation:

a. The extent of involvement the financial statement attest client has in preparing the financial
statements of the entity

b. The extent of operational control the financial statement attest client has over the entity

c. The extent to which both the financial statement attest client and the entity have the same

i. accounting or finance staff;

ii. accounting systems; and

iii. internal control over financial reporting systems

d. The extent to which the financial statement attest client

i. can direct the behaviors or actions of the governing board of the entity;

ii. can add or remove members of the governing board of the entity;

iii. issues or pays for the entity’s debt;

iv. finances the entity’s deficits; and

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v. uses or takes the entity’s financial resources

.10

Whereas some factors may indicate influence, others may indicate little to no influence. Some factors may
be weighted differently depending on the circumstances and the subject matter of any potential impairment.
Members should take a substantive approach to evaluating the factors (for example, the financial statement
attest client exercises a right) rather than merely considering form (for example, the financial statement
attest client has a right that is not exercised). The consideration of these factors will require the member
to exercise professional judgment when determining whether more than minimal influence exists.

Material to the Financial Statement Attest Client’s Financial Statements as a Whole

.11

Determination of materiality is a matter of professional judgment. Members should consider both
quantitative and qualitative factors when determining whether an entity or investment is material to a
financial statement attest client’s financial statements as a whole. For purposes of this interpretation,
materiality is intended to be applied at the level of the financial statement attest client’s financial
statements, rather than individual opinion units in circumstances in which there may be more than one
opinion unit.

A nonauthoritative implementation guide to help understand which entities
are affiliates of state and local financial statement attest clients
is available at https://www.aicpa.org/content/dam/aicpa/interestareas/professionalethics/resources/
downloadabledocuments/toolkitsandaids/implementation-guide-state-and-local-government-client-
affiliates.pdf. Additional related nonauthoritative tools include an excel template https://www.aicpa.org/
content/dam/aicpa/interestareas/professionalethics/resources/downloadabledocuments/toolkitsandaids/
interactive-slg-affiliate-matrix.xltx and two survey tools at https://www.surveymonkey.co.uk/r/
Entityaffiliateevaluator and https://www.surveymonkey.co.uk/r/Investmentaffiliateevaluator.

1.226 Reissued Reports

1.226.010 Consenting to the Use of a Previously Issued Report

.01 A member or member’s firm who was in compliance with the “Independence Rule” [1.200.001] when
initially issuing a report may reissue the previously issued report or consent to, or acknowledge the
inclusion or incorporation by reference of, the report when the member or member’s firm’s independence
is impaired, provided that the member or member’s firm does not perform procedures that require updating
the date or dual dating the report.

.02 In order to consent to, or acknowledge the inclusion or incorporation by reference of, a previously
issued report, the member or member’s firm may perform procedures required by applicable professional
standards when the member’s or member’s firm’s independence is impaired. Such procedures include
making inquiries of successor auditors, reading the subsequent financial statements, or other procedures
that the member believes are necessary to assess the effect of subsequently discovered facts on the financial
statements covered by the previously issued report. [Prior reference: paragraphs .200–.201 of ET section
191]

1.228 Engagement Contractual Terms

1.228.010 Indemnification of a Covered Member

.01 Threats to compliance with the “Independence Rule” [1.200.001] would be at an acceptable level and a
covered member’s independence would not be impaired if the covered member includes in engagement
letters a clause that provides that its attest client would release, indemnify, defend, and hold the covered

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member (and the covered member’s partners, heirs, executors, personal representatives, successors, and
assigns) harmless from any liability and costs resulting from knowing misrepresentations by management.
[Prior reference: paragraphs .188–.189 of ET section 191]

.02 Refer to the “Indemnification and Limitation of Liability Provisions” interpretation [1.400.060] of the
“Acts Discreditable Rule” [1.400.001].

1.228.020 Indemnification of an Attest Client

.01 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level
and could not be reduced to an acceptable level by the application of safeguards if the covered member
enters into an agreement providing, among other things, that the covered member indemnifies the attest
client for damages, losses, or costs arising from lawsuits, claims, or settlements that relate, directly or
indirectly, to the attest client’s acts. The covered member’s independence would be impaired under these
circumstances. [Prior reference: paragraphs .204–.205 of ET section 191]

1.228.030 Alternative Dispute Resolution

.01 A covered member may include in an engagement letter a provision to use alternative dispute resolution
(ADR) techniques to resolve disputes relating to past services (in lieu of litigation). Threats to compliance
with the “Independence Rule” [1.200.001] would be at an acceptable level and independence would not
be impaired because the covered member and attest client would not be in positions of material adverse
interests due to threatened or actual litigation.

.02 The covered member should exercise professional judgment when rendering current services, regardless
of the existence of the provision. [Prior reference: paragraphs .190–.191 of ET section 191]

.03 If ADR techniques are initiated to resolve a dispute with the attest client, threats to compliance with the
“Independence Rule” [1.200.001] would be at an acceptable level when the ADR techniques are designed
to facilitate negotiation, and the conduct of those negotiations does not place the covered member and the
attest client in positions of material adverse interests. Independence would not be impaired under these
circumstances. If, however, the ADR proceedings are sufficiently similar to litigation (as in the case of
binding arbitration), an adverse interest threat may exist and place the covered member and the attest
client in a position of material adverse interests. Under such circumstances, the member should apply
the guidance under the “Actual or Threatened Litigation” interpretation [1.290.010] of the “Independence
Rule.” [Prior reference: paragraphs .192–.193 of ET section 191]

1.230 Fees

A nonauthoritative question and answer regarding pro bono and below cost fees is available in the Ethics FAQ at
www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.230.010 Unpaid Fees

.01 The existence of unpaid fees to a covered member for professional services previously rendered to an attest
client may create self-interest, undue influence, or advocacy threats to the covered member’s compliance
with the “Independence Rule” [1.200.001].

.02 Threats to the covered member’s compliance with the “Independence Rule” [1.200.001] would not be at
an acceptable level and could not be reduced to an acceptable level by the application of safeguards if
a covered member has unpaid fees from an attest client for any previously rendered professional service
provided more than one year prior to the date of the current-year report. Accordingly, independence would
be impaired. Unpaid fees include fees that are unbilled or a note receivable arising from such fees.

.03 This interpretation does not apply to fees outstanding from an attest client in bankruptcy. [Prior reference:
paragraphs .103–.104 of ET section 191]

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.04 Refer to the “Fees and Other Types of Remuneration” topic [1.500] for additional guidance.

1.230.020 Fees and Other Types of Remuneration

.01 See the “Fees and Other Types of Remuneration” topic [1.500] for guidance on contingent fees,
commissions, and referral fees. [No prior reference: new content]

Effective Date

.02 Effective December 15, 2014.

1.240 Financial Interests

1.240.010 Overview of Financial Interests

.01 If a covered member had or was committed to acquire any direct financial interest in an attest client during
the period of the professional engagement, the self-interest threat to the covered member’s compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards. Accordingly, independence would be impaired.
[Prior reference: paragraphs .02A(1) and .17 of ET section 101]

.02 If a covered member had or was committed to acquire any material indirect financial interest in an attest
client during the period of the professional engagement, the self-interest threat to the covered member’s
compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not
be reduced to an acceptable level by the application of safeguards. Accordingly, independence would be
impaired. [Prior reference: paragraphs .02A(1) and .17 of ET section 101]

.03 If a partner or professional employee of the firm, his or her immediate family, or any group of such persons
acting together owned more than 5 percent of an attest client’s outstanding equity securities or other
ownership interests during the period of the professional engagement, the self-interest threat to compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards. Accordingly, independence would be impaired.
[Prior reference: paragraph .02B of ET section 101]

.04 Refer to the “Joint Closely Held Investments” interpretation [1.265.020] for additional guidance.

1.240.020 Unsolicited Financial Interests

.01 When a covered member becomes aware that he or she will receive, or has received, an unsolicited financial
interest in an attest client during the period of the professional engagement, such as through a gift or
an inheritance, the self-interest threat would be at an acceptable level and independence would not be
impaired if both of the following safeguards are met:

a. The covered member disposes of the financial interest as soon as practicable but no later than 30 days
after the covered member has knowledge of and obtains the right to dispose of the financial interest.

b. The covered member does not participate on the attest engagement team during the period in which
the covered member does not have the right to dispose of a material direct financial interest or
material indirect financial interest. [Prior reference: paragraph .17 of ET section 101]

[See Revision History Table.]

1.240.030 Mutual Funds

.01 A covered member who owns shares in a mutual fund has a direct financial interest in the mutual
fund. However, whether the underlying investments in the mutual fund are considered to be the covered

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member’s direct financial interests or indirect financial interests depends on the proportion of the mutual
fund’s outstanding shares that the covered member owns and whether the mutual fund is diversified.

.02 If a covered member owns 5 percent or less of the outstanding shares of a diversified mutual fund, the
underlying investments would be considered immaterial indirect financial interests. Accordingly, the self-
interest threat would be at an acceptable level, and independence would not be impaired. To determine
if the mutual fund is diversified, the covered member should consider referring to (a) the mutual fund’s
prospectus for disclosure regarding fund management’s determination regarding diversification and (b)
Section 5(b)(1) of the Investment Company Act of 1940.

.03 If a covered member owns more than 5 percent of a diversified mutual fund’s outstanding shares, or if a
covered member owns a financial interest in a nondiversified mutual fund, the covered member should
evaluate the mutual fund’s underlying investments to determine whether the covered member holds a
material indirect financial interest in any of the underlying investments.

.04 The following example illustrates how to determine if the underlying investments are material to a covered
member’s net worth. If

• a nondiversified mutual fund owns shares in client company A,

• the mutual fund’s net assets are $10 million,

• the covered member owns 1 percent of the outstanding shares of the mutual fund, having a value of
$100,000, and

• the mutual fund has 10 percent of its assets invested in company A,

then the covered member’s indirect financial interest in company A is $10,000 ($100,000 × 10%). The
covered member would then compare the $10,000 indirect financial interest with his or her net worth,
including the net worth of his or her immediate family, to determine if the indirect financial interest in
company A is material. [Prior reference: paragraph .17 of ET section 101]

1.240.040 Retirement, Savings, Compensation, or Similar Plans

.01 Depending upon the facts and circumstances, financial interests held in a retirement, savings,
compensation, or similar plan are either direct financial interests or indirect financial interests.

.02 Investments held by a retirement, savings, compensation, or similar plan sponsored by a firm are direct
financial interests of the firm.

.03 If a covered member or his or her immediate family self-directs the investments in a retirement, savings,
compensation, or similar plan or has the ability to supervise or participate in the plan’s investment
decisions, the financial interests held by the plan are direct financial interests of the covered member.
For example,

a. when a covered member or his or her immediate family member is a trustee of a retirement, savings,
compensation, or similar plan or otherwise has the authority to supervise or participate in the plan’s
investment decisions (including through the selection of investment managers or pooled investment
vehicles), the underlying investments are direct financial interests of the covered member.

b. for self-directed or participant-directed plans (that is, the covered member or his or her immediate
family member selects the underlying plan investments or selects from investment alternatives
offered by the plan), the underlying investments are direct financial interests of the covered member.

.04 When the covered member or his or her immediate family do not participate in a self-directed or participant-
directed plan and have no authority to supervise or participate in the plan’s investment decisions, the
underlying investments would be considered to be indirect financial interests of the covered member.

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.05 Financial interests held by a defined benefit plan are not considered financial interests of the covered
member unless the covered member or his or her immediate family member is a trustee of the plan or
otherwise has the ability to supervise or participate in the plan’s investment decisions.

.06 Allocated shares held in an employee stock ownership plan (ESOP) are considered beneficially owned by
the covered member. Until the covered member or his or her immediate family member has the right to
dispose of the allocated shares of the ESOP, the beneficial ownership is considered an indirect financial
interest. Once the participant has the right to dispose of the financial interests, the financial interests are
direct financial interests of the covered member.

.07 Rights to acquire equity interests, restricted stock awards, or other share-based compensation
arrangements are considered the direct financial interests of the covered member, regardless of whether
such financial interests are vested or exercisable.

.08 See the “Plan Is an Attest Client or Is Sponsored by an Attest Client” interpretation [1.250.010]
and the “Former Employment or Association With an Attest Client” interpretation [1.277.010] of the
“Independence Rule” [1.200.001] and the interpretations of the “Family Relationships With Attest Clients”
subtopic [1.270] under the “Independence Rule.” [Prior reference: paragraph .17 of ET section 101]

1.240.050 Partnerships

.01 When used in this interpretation, control includes situations in which the covered member has the ability
to exercise such control, either individually or acting together with his or her firm or other partners or
professional employees of his or her firm.

.02 The ownership of a general or limited partnership interest is considered a direct financial interest in the
partnership.

.03 General partner. If the covered member is a general partner, the financial interests held by a partnership
are a covered member’s direct financial interests because the covered member is in a position to control
the partnership or supervise or participate in the partnership’s investment decisions.

.04 Limited partner. If the covered member is a limited partner, the financial interests held by a limited
partnership are a covered member’s indirect financial interests as long as the covered member does not
control the partnership or supervise or participate in the partnership’s investment decisions. However,
if the covered member has the ability to replace the general partner or has the authority to supervise or
participate in the partnership’s investment decisions, the partnership’s financial interests would be the
covered member’s direct financial interests .

.05 Refer to the “Client Affiliates” interpretation [1.224.010] [1.200.001] and the “Joint Closely Held
Investments” interpretation [1.265.020] of the “Independence Rule” for additional guidance. [Prior
reference: paragraph .17 of ET section 101]

1.240.060 Limited Liability Companies

.01 When used in this interpretation, control includes situations in which the covered member has the ability
to exercise such control, either individually or acting together with his or her firm or other partners or
professional employees of his or her firm.

.02 Ownership of an interest in a limited liability company (LLC) is a direct financial interest in the LLC.

.03 In an LLC, managing members control the LLC and have the authority to supervise or participate in the
LLC’s investment decisions. Accordingly, if a covered member is a manager of the LLC, the financial
interests of the LLC are the covered member’s direct financial interests. When a covered member is not
a managing member of the LLC, the covered member should review the LLC’s operating agreement to
determine whether he or she can control the LLC or has the authority to supervise or participate in the
LLC’s investment decisions. In situations in which the covered member does not control the LLC and does

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not have the authority to supervise or participate in the LLC’s investment decisions, the financial interests
held by the LLC are the covered member’s indirect financial interests. [Prior reference: paragraph .17 of
ET section 101]

1.240.070 Section 529 Plans

.01 Section 529 plans are sponsored by states or higher education institutions and may be prepaid tuition plans
or savings plans. An account owner establishes both types of plans for the benefit of a single beneficiary.
The account owner may change the beneficiary at any time to another individual who is a relative of the
previous beneficiary.

.02 Prepaid tuition plan. A covered member who is the account owner of a Section 529 prepaid tuition plan is
considered to have a direct financial interest in the plan. The account owner does not have any financial
interests in the plan’s underlying investments because the credits purchased represent an obligation of the
state or educational institution to provide the education regardless of the plan’s investment performance
or the cost of the education at the future date.

.03 Savings plan. A covered member who is the account owner of a Section 529 savings plan is considered to
have a direct financial interest in both the plan and the plan’s underlying investments because the account
owner elects which sponsor’s Section 529 savings plan to invest in, and prior to making the investment
decision, the covered member has access to information about the plan’s investment options or funds.
However, if the Section 529 savings plan does not hold financial interests in an attest client at the time
of the investment but the plan subsequently invests in that attest client, the financial interest threat would
be at an acceptable level and independence would not be impaired if the covered member applies both
of the following safeguards:

a. The covered member transfers the account to another sponsor’s Section 529 savings plan.

b. The covered member transfers the account to another account owner who is not a covered member.

When the transfer of the account will result in a penalty or tax that is significant to the account, the covered
member may continue to own the account until the account can be transferred without significant penalty
or tax, provided that the covered member does not participate on the attest engagement team and is not an
individual in a position to influence the attest engagement.

.04 Beneficiary of Section 529 account. A covered member who is a beneficiary of a Section 529 account
is not considered to have a financial interest in the plan or the plan’s underlying investments because
the covered member does not own the account or possess any of the underlying benefits of ownership.
The beneficiary’s only interest is to receive distributions from the account for qualified higher education
expenses if and when they are authorized by the account owner.

.05 Government or governmental entity sponsors Section 529 plan. Before becoming engaged to perform
an attest engagement for a government or governmental entity that sponsors a Section 529 plan,
covered members who are account owners of a Section 529 plan should consider the guidance in the
“Entities Included in State and Local Government Financial Statements” interpretation [1.224.020]. [Prior
reference: paragraph .17 of ET section 101]

1.245 Trusts and Estates

1.245.010 Trustee or Executor

.01 The designation of a covered member to serve as a trustee of a trust or an executor or administrator of an
estate that held, or was committed to acquire, any direct financial interest or any material indirect financial
interest in an attest client during the period of the professional engagement does not in itself create a
self-interest threat to the covered member’s compliance with the “Independence Rule” [1.200.001]. [Prior
reference: paragraphs .021–.022 of ET section 191]

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.02 However, when the covered member serves as the trustee or executor during the period of the professional
engagement, threats to compliance with the “Independence Rule” [1.200.001] would not be at an
acceptable level and could not be reduced to an acceptable level by the application of safeguards if

a. the covered member (individually or with others) has the authority to make investment decisions
for the trust or estate,

b. the trust or estate owned or was committed to acquire more than 10 percent of the attest client’s
outstanding equity securities or other ownership interests, or

c. the value of the trust’s or estate’s holdings in the attest client exceeds 10 percent of the total assets
of the trust or estate.

Accordingly, in these situations, independence would be impaired. [Prior reference: paragraph .02A(2)
of ET section 101]

1.245.020 Trust Investments

.01 When used in this interpretation, control includes situations in which the covered member has the ability
to exercise such control, either individually or acting together with his or her firm or other partners or
professional employees of his or her firm.

.02 When a covered member is a grantor of a trust, including a blind trust, the trust and its underlying
investments are considered to be the covered member’s direct financial interest if any of the following
rights or responsibilities exist:

a. The covered member has the ability to amend or revoke the trust.

b. The covered member has authority to control the trust.

c. The covered member has ability to supervise or participate in the trust’s investment decisions.

d. The underlying trust investments will ultimately revert to the covered member as the grantor of the
trust.

However, the trust and the trust’s underlying investments are not considered to be financial interests of a
covered member if the covered member is the grantor of the trust and the covered member does not have
any of the rights or responsibilities in items a–d.

.03 When a covered member is only a beneficiary of a trust and does not have any of the rights or
responsibilities noted in paragraph .02, the trust is considered to be the direct financial interest of the
covered member, and the trust’s underlying investments are considered to be indirect financial interests
of the covered member. [Prior reference: paragraph .17 of ET section 101]

Effective Date

.04 This revised interpretation is effective December 15, 2014.

A nonauthoritative question and answer regarding the use of blind trusts is available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.250 Participation in Employee Benefit Plans

1.250.010 Plan Is an Attest Client or Is Sponsored by an Attest Client

.01 When a covered member participates in an employee benefit plan that is an attest client or is sponsored
by an attest client, during the period of the professional engagement or during the period covered by

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64

the financial statements, the self-interest threat to compliance with the “Independence Rule” [1.200.001]
would not be at an acceptable level. Independence with respect to the employee benefit plan and the
sponsor would be impaired except in the following specific situations:

a. Governmental organization. When a covered member is an employee of a governmental organization
that sponsors, cosponsors, or participates with other governmental organizations in a public
employee retirement plan (the plan) and the covered member is required by law, rule, or regulation
to audit the plan, threats to independence would be at an acceptable level if all of the following
safeguards are met:

i. The covered member is required to participate in the plan as a condition of employment.

ii. The plan is offered to all employees in comparable employment positions.

iii. The covered member is not associated with the plan in any capacity prohibited by the
“Simultaneous Employment or Association With an Attest Client” interpretation [1.275.005]
of the “Independence Rule.”

iv. The covered member has no influence or control over the investment strategy, benefits, or
other management activities associated with the plan.

b. Former employment or association with the attest client. The requirements of paragraph .04 of the
“Former Employment or Association With an Attest Client” interpretation [1.277.010] must be met.
[Prior reference: paragraphs .214–.215 of ET section 191]

.02 When an immediate family member participates as a result of his or her employment, in an employee
benefit plan that is an attest client or is sponsored by an attest client, the requirements of the “Immediate
Family Member Participation in an Employee Benefit Plan That Is an Attest Client or Is Sponsored by
an Attest Client (Other Than Certain Share-Based Arrangements or Nonqualified Deferred Compensation
Plans)” interpretation [1.270.030] of the “Independence Rule” [1.200.001] must be met. [Prior reference:
paragraph .17 of ET section 101]

1.250.020 Former Partners and Professional Employees Participation in a Firm-Sponsored Plan

.01 When partners and professional employees leave a firm and are subsequently employed by, or associated
with, an attest client of the firm in a key position, the requirements of paragraph .02a–c of the “Subsequent
Employment or Association With an Attest Client” interpretation [1.279.020] must be met to reduce the
familiarity, self-interest, or management participation threats to an acceptable level. [Prior reference:
paragraph .04 of ET section 101]

1.255 Depository, Brokerage, and Other Accounts

1.255.010 Depository Accounts

.01 If a covered member maintains checking, savings, certificates of deposit, money market, or other
depository accounts (depository accounts) at a bank or similar depository institution that is an attest
client during the period of the professional engagement, a self-interest threat to the covered member’s
compliance with the “Independence Rule” [1.200.001] may exist. For specific guidance applicable to
any other types of custodial accounts (for example, brokerage accounts), see the “Brokerage and Other
Accounts” interpretation [1.255.020] of the “Independence Rule.”

.02 When the covered member is a firm, the threat would be at an acceptable level, and independence would
not be impaired if the firm concludes that the likelihood is remote that the bank or similar depository
institution will experience financial difficulties.

.03 When the covered member is an individual, the threat would be at an acceptable level, and independence
would not be impaired if

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a. the balance in the depository account(s) is fully insured by the appropriate state or federal government
deposit insurance agencies or by any other insurer, or

b. any uninsured amounts, in the aggregate, were not material to the covered member’s net worth, or

c. if uninsured amounts were considered material, any uninsured amounts, in the aggregate, are reduced
to an immaterial amount no later than 30 days from the date that the uninsured amount becomes
material to the covered member’s net worth.

.04 Refer to the “Member of a Credit Union” interpretation [1.280.040] of the “Independence
Rule” [1.200.001] for additional guidance. [Prior reference: paragraphs .140–.141 of ET section 191]

1.255.020 Brokerage and Other Accounts

.01 If an attest client in the financial services industry, such as an insurance company, an investment adviser, a
broker-dealer, a bank, or similar depository institution, has custody of a covered member’s assets other than
depository accounts, including retirement plan assets, during the period of the professional engagement,
a self-interest threat to the covered member’s compliance with the “Independence Rule” [1.200.001]
may exist. For specific guidance applicable to depository accounts held at a bank or similar depository
institution, see the “Depository Accounts” interpretation [1.255.010] of the “Independence Rule.”

.02 Threats would not be at an acceptable level and independence would be impaired unless the following
safeguards are met

a. The attest client’s services were rendered under the attest client’s normal terms, procedures, and
requirements.

b. Any covered member’s assets subject to the risk of loss are immaterial to the covered member’s
net worth.

.03 In determining if there is a risk of loss, the covered member should consider losses arising from the attest
client’s insolvency, bankruptcy, or acts of fraud or other illegal acts but should not consider potential losses
arising from a market decline in the value of the assets.

.04 When considering the materiality of assets subject to the risk of loss, the covered member should consider
the following:

a. Protection that state or federal regulators provide for the assets, such as state insurance funds

b. Private insurance or other forms of protection that the financial services company obtains to protect
its customers’ assets, such as coverage by the Securities Investor Protection Corporation

c. Protection from creditors, such as assets held in a pooled separate account or separate escrow
accounts [Prior reference: paragraphs .081–.082 of ET section 191]

1.257 Insurance Products

1.257.010 Insurance Policies With No Investment Option

.01 An insurance policy obtained from a stock or mutual insurance company that does not offer the policy
holder an investment option is not considered a financial interest.

.02 If during the period of the professional engagement, a covered member owns an insurance policy with no
investment option issued by an attest client, a self-interest threat to the covered member’s compliance with
the “Independence Rule” [1.200.001] may exist. Threats would not be at an acceptable level, and could not

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be reduced to an acceptable level through the application of safeguards, if the covered member purchased
the policy not under the normal terms, procedures, and requirements. Accordingly, independence would
be impaired. [Prior reference: paragraph .17 of ET section 101]

1.257.020 Insurance Policies With Investment Options

.01 If during the period of the professional engagement the covered member owns an insurance policy with
investment options issued by an attest client, but the covered member did not purchase the policy under the
insurance company’s normal terms, procedures, and requirements, threats would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards. Accordingly,
independence would be impaired.

.02 When a covered member purchases an insurance policy, under the insurance company’s normal terms,
procedures, and requirements, which offers an investment option that allows the covered member to invest
part of the policy’s cash value in various investment products, the policy’s underlying investments are
considered to be financial interests of the covered member. Accordingly, a self-interest threat to the
covered member’s compliance with the “Independence Rule” [1.200.001] may exist.

.03 If the covered member has the ability to select the policy’s underlying investments or the authority
to supervise or participate in the investment decisions and the covered member invests in an attest
client during the period of the professional engagement, threats to compliance with the “Independence
Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an acceptable level
by the application of safeguards. Accordingly, independence would be impaired because the investment
would be considered a direct financial interest. For example, if the covered member invested the policy’s
cash value into a mutual fund that is an attest client, the investment in the mutual fund would be considered
a direct financial interest and independence would be impaired. However, the mutual fund’s underlying
investments are considered to be indirect financial interests.

.04 Refer to the “Financial Interests” subtopic [1.240] and the “Joint Closely Held Investments”
interpretation [1.265.020] of the “Independence Rule” [1.200.001] for additional guidance. [Prior
reference: paragraph .17 of ET section 101]

1.257.030 Insurer Undergoes Demutualization

.01 If a mutual insurance company begins demutualization, a covered member who holds an insurance
policy from the insurer should apply the guidance in the “Unsolicited Financial Interests” interpretation
[1.240.020] of the “Independence Rule” [1.200.001]. [Prior reference: paragraph .17 of ET section 101]

1.260 Loans, Leases, and Guarantees

1.260.010 Loans

.01 If a covered member has a loan to or from an attest client, any officer or director of the attest client,
or any individual owning 10 percent or more of the attest client’s outstanding equity securities or other
ownership interests, a self-interest threat to the covered member’s compliance with the “Independence
Rule” [1.200.001] may exist. Threats would not be at an acceptable level and independence would be
impaired if the loan exists during the period of the professional engagement, except as provided for
in the “Loans and Leases With Lending Institutions” interpretation [1.260.020] of the “Independence
Rule.” [Prior reference: paragraph .02A(4) of ET section 101]

1.260.020 Loans and Leases With Lending Institutions

.01 The “Loans” interpretation [1.260.010] of the “Independence Rule” [1.200.001] provides that a self-
interest threat would not be at an acceptable level and independence would be impaired if a covered
member had a loan to or from an attest client, any officer or director of the attest client, or any individual

Part 1 — Members in Public Practice

67

owning 10 percent or more of the attest client’s outstanding equity securities or other ownership interests,
except as provided for in this interpretation.

.02 Home mortgages, secured loans, and immaterial unsecured loans. However, threats would be at an
acceptable level and independence would not be impaired if a covered member or his or her immediate
family has an unsecured loan that is not material to the covered member’s net worth (that is, immaterial
unsecured loan), a home mortgage, or a secured loan from a lending institution attest client, if all the
following safeguards are met:

a. The home mortgage, secured loan, or immaterial unsecured loan was obtained under the lending
institution’s normal lending procedures, terms, and requirements. In determining when the home
mortgage, secured loan, or immaterial unsecured loan was obtained, the date a commitment or line
of credit is granted must be used, rather than the date a transaction closes or funds are obtained.

b. The home mortgage, secured loan, or immaterial unsecured loan was obtained

i. from the lending institution prior to its becoming an attest client;

ii. from a lending institution for which independence was not required and was later sold to an
attest client;

iii. after May 31, 2002, from a lending institution attest client by a borrower prior to his or her
becoming a covered member with respect to that attest client; or

iv. prior to May 31, 2002 and the requirements of the loan
transition provision in www.aicpa.org/interestareas/professionalethics/community/
downloadabledocuments/transistion%20periods.pdf are met.

c. After becoming a covered member, any home mortgage, secured loan, or immaterial unsecured loan
must be kept current regarding all terms at all times, and the terms may not change in any manner not
provided for in the original agreement. Examples of changed terms are a new or extended maturity
date, a new interest rate or formula, revised collateral, and revised or waived covenants.

d. The estimated fair value of the collateral for a home mortgage or other secured loan must equal
or exceed the outstanding balance during the term of the home mortgage or other secured loan. If
the estimated fair value of the collateral is less than the outstanding balance of the home mortgage
or other secured loan, the portion that exceeds the estimated fair value of the collateral may not be
material to the covered member’s net worth.

.03 Loans to partnerships and other similar entities. For purposes of applying the loan provision in
paragraph .02 when the covered member is a partner in a partnership, a loan to a limited partnership (or
similar type of entity) or general partnership would be ascribed to each covered member who is a partner
in the partnership on the basis of his or her legal liability as a limited or general partner if

a. the covered member’s interest in the limited partnership, either individually or combined with the
interest of one or more covered members, exceeds 50 percent of the total limited partnership interest,
or

b. the covered member, either individually or together with one or more covered members, can control
the general partnership.

Even if no amount of a partnership loan is ascribed to the covered member(s) previously identified, threats
to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and could
not be reduced to an acceptable level through the application of safeguards if the partnership renegotiates
a loan or obtains a new loan that is not a permitted loan, as described in paragraph .04 of this interpretation.
Accordingly, independence would be impaired.

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68

.04 Other loans and leases. Threats would be at an acceptable level and independence would not be impaired
if a covered member obtains one of the following types of loans or leases under the lending institution’s
normal lending procedures, terms, and requirements, provided the covered member complies with the
terms of the loan or lease agreement at all times (for example, keeping payments current):

a. Automobile loans and leases collateralized by the automobile

b. Loans fully collateralized by the cash surrender value of an insurance policy

c. Loans fully collateralized by cash deposits at the same lending institution (for example, passbook
loans)

d. Aggregate outstanding balances from credit cards and overdraft reserve accounts that have a balance
of $10,000 or less after payment of the most recent monthly statement made by the due date or within
any available grace period

.05 Members should consider that certain state and federal agencies may proscribe more restrictive
requirements over lending institutions that are subject to their oversight and that, in turn, impose more
restrictive requirements upon members that perform attest engagements for these lending institutions. For
example, the Securities and Exchange Commission (SEC) proscribes more restrictive requirements over
members providing attest services to lending institutions and broker-dealers within their purview. [Prior
reference: paragraph .07 of ET section 101 and paragraphs .150–.151 of ET section 191]

.06 Covered members may be subject to additional restrictions, as described in the “Depository Accounts”
interpretation [1.255.010] and the “Member of a Credit Union” interpretation [1.280.040] of the
“Independence Rule” [1.200.001].

1.260.030 Servicing of a Loan

.01 The self-interest threat to compliance with the “Independence Rule” [1.200.001] would be at an acceptable
level and independence would not be impaired if a lending institution attest client services a loan originally
extended to a covered member by another lending institution. [Prior reference: paragraphs .134–.135 of
ET section 191]

1.260.040 Leases

.01 When a covered member enters into or has a lease with an attest client, self-interest, familiarity, and undue
influence threats to the covered member’s compliance with the “Independence Rule” [1.200.001] may
exist.

New or Renegotiated Leases

.02 If a covered member who is an individual on the attest engagement team, an individual in a position
to influence the attest engagement, or the firm enters into a lease or renegotiates terms of an existing
lease with an attest client during the period of the professional engagement, threats to compliance with
the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to
an acceptable level by the application of safeguards. Independence would be impaired, unless all of the
following safeguards are met at the time of entering into or renegotiating the lease:

a. The lease is on market terms and established at arm’s length.

b. The lease is not material to any of the parties to the lease. When evaluating materiality, all leases
between the covered member and the attest client should be considered in the aggregate.

.03 Once the covered member enters into or renegotiates the lease, threats to the covered member’s compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced

Part 1 — Members in Public Practice

69

to an acceptable level by the application of safeguards, and independence would be impaired if the lease
amounts are not paid in accordance with the lease terms or provisions by the due date or within any
available grace periods during the period of the professional engagement.

Existing Leases

.04 Under the circumstances in paragraph .05, the covered member should evaluate the significance of any
threats to determine whether the threats are at an acceptable level. If the covered member determines
that threats are not at an acceptable level, the covered member should apply safeguards to eliminate or
reduce the threats to an acceptable level. If no safeguards are available to eliminate or reduce threats to
an acceptable level, independence would be impaired.

.05 A covered member who is an individual on the attest engagement team, an individual in a position to
influence the attest engagement, or the firm has a lease with an attest client that was

a. entered into or renegotiated prior to the

i. period of the professional engagement,

ii. member becoming a covered member, or

iii. counterparty becoming an attest client or an affiliate of a financial statement attest client, or

b. entered into or renegotiated during the period of the professional engagement, in compliance with
paragraph .02, but, due to a change in circumstances after the lease is entered into or renegotiated, the
lease becomes material to any party to the lease during the period of the professional engagement.

.06 The significance of the threats will depend on factors such as the following:

a. The role of the covered member on the attest engagement or with the firm

b. The materiality of the lease to the covered member or the attest client during the period of the
professional engagement

c. Whether multiple leases exist with the attest client and, if so, the aggregate materiality of those leases
to the covered member or the attest client

d. The extent to which the lease will be subject to attest procedures or financial statement disclosures

e. The duration of the lease term

f. Whether the lease is on market terms or established at arm’s length

.07 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if the lease amounts are not paid in accordance with the lease terms or provisions by
the due date or within any available grace periods during the period of the professional engagement.

Applicability

.08 This interpretation excludes leases addressed by paragraph .04 of the “Loans and Leases With Lending
Institutions” interpretation [1.260.020] under the “Independence Rule” [1.200.001].

.09 Refer to the “Client Affiliates” interpretation [1.224.010] under the “Independence Rule” [1.200.001]
for additional guidance on leases held with certain affiliates of a financial statement attest client. [Prior
reference: paragraph .17 of ET section 101]

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70

.10 This interpretation is effective for fiscal years beginning after December 15, 2020, with early
implementation allowed.

[See Revision History Table.]

1.260.050 Association With an Entity That Has a Loan To or From an Attest Client

.01 If a covered member is an officer, a director, or a shareholder of an entity and the entity has a loan to or
from an attest client during the period of the professional engagement, a self-interest threat to the covered
member’s compliance with the “Independence Rule” [1.200.001] may exist. Threats to compliance with
the “Independence Rule” would not be at an acceptable level and could not be reduced to an acceptable
level by the application of safeguards if the covered member has control over the entity. Accordingly,
independence would be impaired because the lease would be considered to be a loan with an attest client.
This paragraph excludes a lending relationship that is permitted under the “Loans and Leases With Lending
Institutions” interpretation [1.260.020] of the “Independence Rule.”

.02 If any partner or professional employee of the firm is an officer, a director, or a shareholder of an entity
and the entity has a loan to or from an attest client, threats to the partner’s or professional employee’s
objectivity may exist. If the partner or professional employee is able to exercise significant influence
over the entity but is not a covered member who can control the entity (see paragraph .01), the partner
or professional employee should consider the “Conflicts of Interest” interpretation [1.110.010] of the
“Integrity and Objectivity Rule” [1.100.001].

.03 When making the decision about whether to perform a professional service and in making disclosure to the
appropriate parties, the member should consider the “Confidential Client Information Rule” [1.700.001].
[Prior reference: paragraphs .220–.221 of ET section 191]

1.265 Business Relationships

1.265.010 Cooperative Arrangements With Attest Clients

.01 If a member or his or her firm has a cooperative arrangement with an attest client, self-interest, familiarity,
and undue influence threats to the member or his or her firm’s compliance with the “Independence
Rule” [1.200.001] may exist. Threats to compliance with the “Independence Rule” would not be at an
acceptable level and could not be reduced to an acceptable level by the application of safeguards if, during
the period of the professional engagement, the cooperative arrangement is material to the firm or attest
client. Accordingly, independence would be impaired.

.02 A cooperative arrangement exists when a member or the member’s firm and an attest client jointly
participate in a business activity. However, a cooperative arrangement would not exist when all of the
following safeguards are met:

a. The participation of the firm and attest client are governed by separate agreements, arrangements,
or understandings that do not create rights or obligations between the firm and attest client.

b. Neither the firm nor the attest client assumes responsibility for the other’s activities or results.

c. Neither party has the authority to act as the other’s representative or agent.

.03 Examples of cooperative arrangements include the following:

a. Prime and subcontractor arrangements to provide services or products to a third party

b. Joint ventures to develop or market products or services

c. Arrangements to combine one or more of the firm’s services or products with one or more of the
attest client’s services or products and market the package with references to both parties

Part 1 — Members in Public Practice

71

d. Arrangements under which the firm acts as a distributor or marketer of the attest client’s products
or services or the attest client acts as the distributor or marketer of the firm’s products or services

.04 Refer to the “Contingent Fees Rule” [1.510.001] and the “Commissions and Referral Fees
Rule” [1.520.001] for additional guidance. [Prior reference: paragraph .14 of ET section 101]

1.265.020 Joint Closely Held Investments

.01 If a covered member has a joint closely held investment, a self-interest threat to the covered member’s
compliance with the “Independence Rule” [1.200.001] may exist. Threats to compliance with the
“Independence Rule” would not be at an acceptable level and could not be reduced to an acceptable level
by the application of safeguards if the covered member holds a material joint closely held investment
during the period of the professional engagement. Accordingly, independence would be impaired. [Prior
reference: paragraph .02A(3) of ET section 101]

.02 A joint closely held investment includes a joint interest in a vacation home shared by a covered member
and an attest client (or one of the client’s officers or directors, or any owner who has the ability to exercise
significant influence over the attest client), if the covered member and attest client (or one of the client’s
officers or directors or any owner who has the ability to exercise significant influence over the attest client)
control the investment and the vacation home is material to the covered member. Such is the case even if the
vacation home is solely intended for the personal use of the owners. [Prior reference: paragraphs .184–.185
of ET section 191]

1.270 Family Relationships With Attest Clients

1.270.010 Immediate Family Members

.01 The immediate family of a covered member must comply with the “Independence Rule” [1.200.001] and
its interpretations, except as permitted in the following interpretations:

a. “Immediate Family Member Is Employed by the Attest Client” [1.270.020]

b. “Immediate Family Member Participation in an Employee Benefit Plan That Is an Attest Client or
Is Sponsored by an Attest Client (Other Than Certain Share-Based Arrangements or Nonqualified
Deferred Compensation Plans)” [1.270.030]

c. “Immediate Family Member Participation in an Employee Benefit Plan With Financial Interests in
an Attest Client” [1.270.040]

d. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting
in Beneficially Owned Financial Interests in Attest Clients” [1.270.050]

e. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting
in Rights to Acquire Shares in an Attest Client” [1.270.060]

f. “Immediate Family Member Participation in Share-Based Compensation Arrangements Based Upon
Stock Appreciation” [1.270.070]

g. “Immediate Family Member Participation in a Nonqualified Deferred Compensation
Plan” [1.270.080]

.02 Notwithstanding any exceptions provided for in paragraph .01, the ownership interests of a covered
member’s immediate family may not exceed those specified in paragraph .03 of the “Overview of Financial
Interests” interpretation [1.240.010] of the “Independence Rule” [1.200.001].

.03 When materiality of a financial interest is identified as a factor affecting independence in the
interpretations of the “Independence Rule” [1.200.001], interests of the immediate family member and the

Part 1 — Members in Public Practice

72

covered member should be combined to determine materiality to the covered member. [Prior reference:
paragraph .02 of ET section 101]

A nonauthoritative white paper, Independence Rules Modernization Project, provides some discussion
on changes made to the independence provisions that are applicable to close relatives. The white
paper is available at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
independencemodernizationwhitepaper.doc.

A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.020 Immediate Family Member Is Employed by the Attest Client

.01 When an individual in a covered member’s immediate family is employed by an attest client, management
participation, familiarity, and self-interest threats to the covered member’s compliance with the
“Independence Rule” [1.200.001] may exist.

.02 If a covered member’s immediate family is employed by an attest client but is not in a key position, threats
would be at an acceptable level and independence would not be impaired.

.03 If a covered member’s immediate family is in a key position with an attest client during the period covered
by the financial statements or during the period of the professional engagement, threats to compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards . Accordingly, independence would be impaired.

Grandfathered Employment Relationships

.04 For information about grandfathered employment relationships for immediate family members,
refer to www.aicpa.org/interestareas/professionalethics/community/downloadabledocuments/transistion
%20periods.pdf. [Prior reference: paragraph .02 of ET section 101]

A nonauthoritative white paper, Independence Rules Modernization Project, provides some discussion
on changes made to the independence provisions that are applicable to close relatives. The white
paper is available at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
independencemodernizationwhitepaper.doc.

A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.030 Immediate Family Member Participation in an Employee Benefit Plan That Is an Attest
Client or Is Sponsored by an Attest Client (Other Than Certain Share-Based Arrangements or
Nonqualified Deferred Compensation Plans)

.01 If during the period covered by the financial statements or during the period of the professional
engagement, an immediate family member of a covered member participates in an employee benefit
plan (plan) that is an attest client or is sponsored by an attest client (other than an attest client’s share-
based compensation arrangement and nonqualified deferred compensation plan), threats would be at an
acceptable level and independence would not be impaired if all of the following safeguards were met:

a. The immediate family member does not serve in a key position for the attest client, as discussed in
the “Immediate Family Member Is Employed by the Attest Client” interpretation [1.270.020] of the
“Independence Rule” [1.200.001].

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73

b. The plan is offered to all employees in comparable employment positions.

c. The immediate family member does not serve in a position of governance (for example, board of
trustees) for the plan.

d. The immediate family member does not have the ability to supervise or participate in the plan’s
investment decisions or in the selection of the investment options made available to plan participants.
[Prior reference: paragraph .02 of ET section 101]

.02 Share-based compensation arrangements and nonqualified deferred compensation plans are discussed in
the following interpretations:

a. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting
in Beneficially Owned Financial Interests in Attest Clients” interpretation [1.270.050] of the
“Independence Rule” [1.200.001]

b. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting in
Rights to Acquire Shares in an Attest Client” interpretation [1.270.060] of the “Independence Rule”

c. “Immediate Family Member Participation in Share-Based Compensation Arrangements Based Upon
Stock Appreciation” interpretation [1.270.070] of the “Independence Rule”

d. “Immediate Family Member Participation in a Nonqualified Deferred Compensation Plan”
interpretation [1.270.080] of the “Independence Rule”

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.040 Immediate Family Member Participation in an Employee Benefit Plan With Financial
Interests in an Attest Client

.01 If during the period of the professional engagement, an immediate family member of a covered member
is employed at a nonclient or employed in a non-key position at an attest client, the immediate family
member may hold a direct financial interest or material indirect financial interest in an attest client through
participation in an employee benefit plan if threats are at an acceptable level. Threats would be at an
acceptable level, and independence would not be impaired, if all of the following safeguards were met:

a. The covered member neither participates on the attest engagement team nor is an individual in a
position to influence the attest engagement.

b. Such investment is an unavoidable consequence of such participation. Unavoidable consequence
means that the immediate family member has no other investment options available for selection,
including money market or invested cash options, except for selecting an investment option in an
attest client.

c. In the event that a plan provides an option that permits the immediate family member to invest in
a nonattest client or a nonclient investment option that becomes available, the immediate family
member is required to select the investment option in the nonclient or nonattest client and dispose
of financial interests in the attest client as soon as practicable but no later than 30 days after such
option becomes available. When legal or other similar restrictions exist on an immediate family
member’s right to dispose of a financial interest at a particular time, the immediate family member
need not dispose of the interest until the restrictions have lapsed. For example, an immediate family
member is not required to dispose of a financial interest in an attest client if doing so would
violate an employer’s policies on insider trading. On the other hand, waiting for more advantageous

Part 1 — Members in Public Practice

74

market conditions to dispose of the interest would not fall within this exception. [Prior reference:
paragraph .02 of ET section 101]

This paragraph excludes participation in share-based compensation arrangements and nonqualified
deferred compensation arrangements (see paragraph .02).

.02 Share-based compensation arrangements and nonqualified deferred compensation plans are discussed in
the following interpretations:

a. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting
in Beneficially Owned Financial Interests in Attest Clients” interpretation [1.270.050] of the
“Independence Rule” [1.200.001]

b. “Immediate Family Member Participation in Share-Based Compensation Arrangements Resulting in
Rights to Acquire Shares in an Attest Client” interpretation [1.270.060] of the “Independence Rule”

c. “Immediate Family Member Participation in Share-Based Compensation Arrangements Based Upon
Stock Appreciation” interpretation [1.270.070] of the “Independence Rule”

d. “Immediate Family Member Participation in a Nonqualified Deferred Compensation Plan”
interpretation [1.270.080] of the “Independence Rule”

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.050 Immediate Family Member Participation in Share-Based Compensation Arrangements
Resulting in Beneficially Owned Financial Interests in Attest Clients

.01 If during the period of the professional engagement, an immediate family member of a covered member
participates in a share-based compensation arrangement of an attest client, such as an ESOP, that results
in the immediate family member holding a financial interest in an attest client that is beneficially owned,
threats are at an acceptable level and independence would not be impaired if all of the following safeguards
were met:

a. The immediate family member does not serve in a key position for the attest client, as discussed in
the “Immediate Family Member Is Employed by the Attest Client” interpretation [1.270.020] of the
“Independence Rule” [1.200.001].

b. The covered member neither participates on the attest engagement team nor is an individual in a
position to influence the attest engagement.

c. The immediate family member does not serve as a trustee for the share-based compensation
arrangement and does not have the ability to supervise or participate in the selection of any
investment options made available to plan participants.

d. When the financial interests that are beneficially owned are distributed or the immediate family
member has the right to dispose of the financial interests, the immediate family member is required
to do one of the following:

i. Dispose of the financial interests as soon as practicable but no later than 30 days after he or
she has the right to dispose of the financial interests.

ii. Exercise his or her put option to require the employer to repurchase the financial interests as
soon as permitted by the terms of the share-based compensation arrangement. In addition,
any repurchase obligation due to the immediate family member arising from exercise of the

Part 1 — Members in Public Practice

75

option that is outstanding for more than 30 days needs to be immaterial to the covered member
during the payout period. When legal or other similar restrictions exist on an immediate family
member’s right to dispose of a financial interest at a particular time, the immediate family
member need not dispose of the interest until the restrictions have lapsed. For example, an
immediate family member does not have to dispose of a financial interest in an attest client if
doing so would violate an employer’s policies on insider trading. On the other hand, waiting
for more advantageous market conditions to dispose of the interest does not qualify for this
exception.

e. Benefits payable from the share-based compensation arrangement to the immediate family member
upon termination of employment, whether through retirement, death, disability, or voluntary or
involuntary termination, are funded by investment options other than the employer’s financial
interests, and any unfunded benefits payable are immaterial to the covered member at all times during
the payout period. [Prior reference: paragraph .02 of ET section 101]

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.060 Immediate Family Member Participation in Share-Based Compensation Arrangements
Resulting in Rights to Acquire Shares in an Attest Client

.01 If during the period of the professional engagement an immediate family member of a covered member
participates in a share-based compensation arrangement resulting in a right to acquire shares in an attest
client, such as an ESOP or restricted stock rights plan, threats are at an acceptable level and independence
would not be impaired if all of the following safeguards were met:

a. The immediate family member does not serve in a key position for the attest client, as discussed in
the “Immediate Family Member Is Employed by the Attest Client” interpretation [1.270.020] of the
“Independence Rule” [1.200.001].

b. The covered member neither participates on the attest engagement team nor is an individual in a
position to influence the attest engagement.

c. The immediate family member exercises or forfeits these rights once he or she is vested, and the
closing market price of the underlying stock equals or exceeds the exercise price for 10 consecutive
days (market period). The exercise or forfeiture should occur as soon as practicable but no later than
30 days after the end of the market period. In addition, if the immediate family member exercises
his or her right to acquire shares in the attest client, he or she should dispose of the shares as soon
as practicable but no later than 30 days after the exercise date. Also, note the following:

i. When legal or other similar restrictions exist on an immediate family member’s right to dispose
of a financial interest at a particular time, the immediate family member need not dispose
of the interest until the restrictions have lapsed. For example, an immediate family member
does not have to dispose of a financial interest in an attest client if doing so would violate
an employer’s policies on insider trading. On the other hand, waiting for more advantageous
market conditions to dispose of the interest would not qualify for this exception.

ii. If the employer repurchases the shares, any employer repurchase obligation due to the
immediate family member that is outstanding for more than 30 days needs to be immaterial to
the covered member during the payout period.

.02 Refer to paragraph .06 of the “Retirement, Savings, Compensation, or Similar Plans” interpretation
[1.240.040] of the “Independence Rule” [1.200.001] for additional guidance. [Prior reference:
paragraph .02 of ET section 101]

Part 1 — Members in Public Practice

76

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.070 Immediate Family Member Participation in Share-Based Compensation Arrangements
Based Upon Stock Appreciation

.01 If during the period of the professional engagement an immediate family member of a covered member
participates in a share-based compensation arrangement based on the appreciation of an attest client’s
underlying shares, such as a stock appreciation plan or phantom stock plan, threats are at an acceptable
level and independence would not be impaired if all of the following safeguards were met:

a. The immediate family member does not serve in a key position for the attest client, as discussed in
the “Immediate Family Member Is Employed by the Attest Client” interpretation [1.270.020] of the
“Independence Rule” [1.200.001].

b. The share-based compensation arrangement does not provide for the issuance of rights to acquire
the employer’s financial interests.

c. The covered member neither participates on the attest engagement team nor is an individual in a
position to influence the attest engagement.

d. The immediate family member exercises or forfeits these rights once he or she is vested, if the
underlying price of the employer’s shares equals or exceeds the exercise price for 10 consecutive
days (market period). Exercise or forfeiture should occur as soon as practicable but no later than 30
days after the end of the market period.

e. Any resulting compensation payable to the immediate family member that is outstanding for more
than 30 days is immaterial to the covered member during the payout period. [Prior reference:
paragraph .02 of ET section 101]

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.080 Immediate Family Member Participation in a Nonqualified Deferred Compensation Plan

.01 If during the period of the professional engagement an immediate family member of a covered member
participates in a nonqualified deferred compensation plan of an attest client as a result of his or her
employment, threats are at an acceptable level and independence would not be impaired if all of the
following safeguards were met:

a. The immediate family member does not serve in a key position for the attest client, as discussed in
the “Immediate Family Member Is Employed by the Attest Client” interpretation [1.270.020] of the
“Independence Rule” [1.200.001].

b. The covered member neither participates on the attest engagement team nor is an individual in a
position to influence the attest engagement.

c. The amount of the deferred compensation payable to the immediate family member is funded through
life insurance, an annuity, a trust, or similar vehicle, and any unfunded portion is immaterial to the
covered member.

d. Any funding of the deferred compensation does not include financial interests in the attest client.
[Prior reference: paragraph .02 of ET section 101]

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A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsimmediatefamilymember6-1-10final.doc.

1.270.100 Close Relatives

.01 When a close relative of a covered member is employed by an attest client or has financial interests in
an attest client, management participation, familiarity, and self-interest threats to the covered member’s
compliance with the “Independence Rule” [1.200.001] may exist.

.02 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and
could not be reduced to an acceptable level by the application of safeguards, and independence would be
impaired, if an individual participating on the attest engagement team has a close relative who has either
of the following:

a. A key position with the attest client during the period covered by the financial statements or during
the period of the professional engagement.

b. A financial interest in the attest client during the period of the professional engagement that

i. the individual knows or has reason to believe was material to the close relative or

ii. enabled the close relative to exercise significant influence over the attest client.

.03 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level
and could not be reduced to an acceptable level by the application of safeguards and independence will
be impaired if an individual in a position to influence the attest engagement or any partner or partner
equivalent in the office in which the lead attest engagement partner or partner equivalent primarily
practices in connection with the attest engagement has a close relative who has either of the following:

a. A key position with the attest client during the period covered by the financial statements or during
the period of the professional engagement.

b. A financial interest in the attest client during the period of the professional engagement that

i. the individual, partner, or partner equivalent knows or has reason to believe was material to
the close relative and

ii. enabled the close relative to exercise significant influence over the attest client.

Grandfathered Employment Relationships

.04 For information about grandfathered employment relationships for close relatives, refer to www.aicpa.org/
interestareas/professionalethics/community/downloadabledocuments/transistion%20periods.pdf. [Prior
reference: paragraph .02 of ET section 101]

Effective Date

.05 The addition of partner equivalents to paragraph .03 is effective for engagements covering periods
beginning on or after December 15, 2014.

A nonauthoritative white paper, Independence Rules Modernization Project, provides some discussion
about changes made to the independence provisions that are applicable to close relatives. The white
paper is available at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
independencemodernizationwhitepaper.doc.

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1.275 Current Employment or Association With an Attest Client

1.275.005 Simultaneous Employment or Association With an Attest Client

.01 In this interpretation, simultaneous employment or association with an attest client is serving as a director,
an officer, an employee, a promoter, an underwriter, a voting trustee, a trustee for any pension or profit-
sharing trust of the attest client, or in any capacity equivalent to that of a member of management of
an attest client during the period covered by the financial statements or the period of the professional
engagement.

.02 If a partner or professional employee of the member’s firm is simultaneously employed or associated with
an attest client, familiarity, management participation, advocacy, or self-review threats to the member’s
compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not
be reduced to an acceptable level by the application of safeguards. Accordingly, independence would be
impaired. [Prior reference: paragraph .02C of ET section 101]

.03 However, threats will be at an acceptable level and independence will not be impaired when either of the
following situations exists:

a. A partner or professional employee of a firm serves as an adjunct faculty member of an educational
institution that is an attest client of the firm and the partner or professional employee meets all of
the following safeguards:

i. Does not hold a key position at the educational institution

ii. Does not participate on the attest engagement team

iii. Is not an individual in a position to influence the attest engagement

iv. Is employed by the educational institution on a part-time and non-tenure basis

v. Does not participate in any employee benefit plans sponsored by the educational institution,
unless participation is required

vi. Does not assume any management responsibilities or set policies for the educational institution

Upon termination of employment, the partner or professional employee should comply with the
requirements of the “Former Employment or Association With an Attest Client” interpretation [1.277.010]
of the “Independence Rule” [1.200.001]. [Prior reference: paragraph .21 of ET section 101]

b. A member in a government audit organization performs an attest engagement with respect to the
government entity and the head of the government audit organization meets at least one of the
following:

i. Is directly elected by voters of the government entity with respect to which attest engagements
are performed

ii. Is appointed by a legislative body and is subject to removal by a legislative body

iii. Is appointed by someone other than the legislative body, as long as the appointment is
confirmed by the legislative body and removal is subject to oversight or approval by the
legislative body

.04 Members that are simultaneously employed or associated with an attest client should consider their
obligations as a member in business under part 2 of the code. [No prior reference: new content]

Effective Date

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79

.05 Paragraph .04 of this interpretation is effective December 15, 2014.

A nonauthoritative question and answer regarding independent contractors retained by the firm who are
simultaneously employed or associated with an attest client is available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

[See Revision History Table.]

1.275.007 Staff Augmentation Arrangements

.01 In this interpretation, staff augmentation arrangements involve lending firm personnel (augmented staff)
to an attest client whereby the attest client is responsible for the direction and supervision of the activities
performed by the augmented staff. Under such arrangements, the firm bills the attest client for the activities
performed by the augmented staff but does not direct or supervise the actual performance of the activities.

.02 If a partner or professional employee of the member’s firm serves as augmented staff for an attest
client, familiarity, management participation, advocacy, or self-review threats to the member’s compliance
with the “Independence Rule” [1.200.001] may exist. Threats would not be at an acceptable level and
independence would be impaired unless all the following safeguards are met:

a. The staff augmentation arrangement is being performed due to an unexpected situation that would
create a significant hardship for the attest client to make other arrangements.

b. The augmented staff arrangement is not expected to reoccur.

c. The augmented staff arrangement is performed for only a short period of time. There is a rebuttable
presumption that a short period of time would not exceed 30 days.

d. The augmented staff neither participates in, nor is in a position to influence, an attest engagement
covering any period that includes the staff augmentation arrangement.

e. The augmented staff performs only activities that would not be prohibited by the “Nonattest Services”
subtopic [1.295] of the “Independence Rule” [1.200.001].

f. The member is satisfied that management of the attest client designates an individual or individuals
who possess suitable skill, knowledge, and experience, preferably within senior management, to be
responsible for

i. determining the nature and scope of the activities to be provided by the augmented staff;

ii. supervising and overseeing the activities performed by the augmented staff; and

iii. evaluating the adequacy of the activities performed by the augmented staff and the findings
resulting from the activities.

.03 Refer to the “Agreed-Upon Procedure Engagements Performed in Accordance With SSAEs” interpretation
[1.297.020] and paragraph .02f of the “Client Affiliates” interpretation [1.224.010] of the “Independence
Rule” [1.200.001] for additional guidance.

Effective Date

.04 This interpretation is effective November 30, 2021.

[See Revision History Table.]

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80

1.275.010 Honorary Director or Trustee of a Not-for-Profit Organization

.01 When a partner or professional employee of a member’s firm is asked to lend the prestige of his or her name
to a not-for-profit organization (the assumption is that the organization limits its activities to charitable,
religious, or civic or other matters of a similar nature) by serving as an honorary director or trustee of the
organization during the period covered by the financial statements or during the period of the professional
engagement, familiarity, self-review, or management participation threats to the member’s compliance
with the “Independence Rule” [1.200.001] may exist. However, threats would be at an acceptable level
and independence would not be impaired if all of the following safeguards are met:

a. The position is clearly honorary and the individual holds the position in name only.

b. The individual cannot vote or otherwise participate in board or management responsibilities.

c. If the individual is named in letterheads and externally circulated materials, the individual is
identified as an honorary director or honorary trustee. [Prior reference: paragraph .06 of ET section
101]

.02 Members that are simultaneously employed or associated with an attest client should consider their
obligations as a member in business under part 2 of the code. [No prior reference: new content]

Effective Date

.03 Paragraph .02 of this interpretation is effective December 15, 2014.

1.275.015 Member of Advisory Board

.01 If a partner or professional employee of a member’s firm serves on an advisory board of an attest
client, familiarity, self-review, or management participation threats to the member’s compliance with
the “Independence Rule” [1.200.001] may exist. However, threats would be at an acceptable level and
independence would not be impaired if all of the following safeguards are met:

a. The responsibilities of the advisory board are in fact advisory in nature.

b. The advisory board has no authority to make nor does it appear to make management decisions on
behalf of the attest client.

c. The advisory board and those having authority to make management decisions, including the board
of directors or its equivalent, are distinct groups with minimal, if any, common membership. [Prior
reference: paragraphs .144–.145 of ET section 191]

.02 Members in such positions should consider their obligations as members in business under part 2 of the
code. [No prior reference: new content]

Effective Date

.03 Paragraph .02 of this interpretation is effective December 15, 2014.

1.275.020 Member of Governmental Advisory Committee

.01 If a partner or professional employee of the firm serves on a citizens’ advisory committee that is
studying possible changes in the form of a county government that is an attest client of the member’s
firm, familiarity, self-review, or management participation threats to the member’s compliance with
the “Independence Rule” [1.200.001] may exist. However, threats would be at an acceptable level and
independence would not be impaired with respect to the county.

.02 If a partner or professional employee of the firm serves on an advisory committee appointed to study the
financial status of the state in which the county is located, threats to the member’s compliance with the

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“Independence Rule” [1.200.001] would be at an acceptable level. Accordingly, independence would not
be impaired with respect to the county. [Prior reference: paragraphs .039–.040 of ET section 191]

.03 Members in such positions should consider their obligations as members in business under part 2 of the
code. [No prior reference: new content]

Effective Date

.04 Paragraph .03 of this interpretation is effective December 15, 2014.

1.275.025 Individual in a Campaign Treasurer or Similar Financial Position

.01 For purposes of this interpretation, a campaign treasurer would also include individuals with similar
financial responsibilities as a campaign treasurer. While other campaign positions may result in threats
to compliance with the “Independence Rule” [1.200.001], such positions are not covered by this
interpretation. Accordingly, members should consult the Conceptual Framework for Independence
[1.210.010] if partners or professional employees serve in campaign positions not specifically addressed
by this interpretation.

Campaign Organization Is Attest Client

.02 If during the period of the professional engagement or during the period covered by the financial
statements, a partner or professional employee of a member’s firm serves as a campaign treasurer and the
campaign organization is an attest client, the management participation threat to the member’s compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards. Accordingly, independence would be impaired.

Candidate Running for Election of a Governmental Entity That Is an Attest Client

.03 If, during the period of the professional engagement or during the period covered by the financial
statements, a partner or professional employee serves as a campaign treasurer for either (a) an elected
official of a governmental entity that is an attest client, or (b) for a candidate who is running for election but
is not yet an elected official of such attest client, then advocacy, adverse interest, and familiarity threats
to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and could
not be reduced to an acceptable level by the application of safeguards. Accordingly, independence would
be impaired.

Political Party Is Attest Client

.04 If during the period of the professional engagement or during the period covered by the financial statements
a partner or professional employee serves as a campaign treasurer for a candidate and the political party
for which the candidate is a member is an attest client, advocacy and familiarity threats may exist.
Accordingly, a responsible individual within the firm should evaluate the significance of the threats to
determine if the threats are at an acceptable level. If the responsible individual within the firm determines
that threats are not at an acceptable level, he or she should apply safeguards to eliminate or reduce the
threats to an acceptable level. However, threats would not be at an acceptable level and could not be
reduced to an acceptable level by the application of safeguards and independence would be impaired if
the candidate is a member of one of the political party’s governing bodies.

General

.05 In the state and local government environment, members should consult the “Entities Included in State and
Local Government Financial Statements” interpretation [1.224.020] to determine which entities related to
their attest client require the member’s independence. Also refer to the “Conflicts of Interest for Members
in Public Practice” interpretation [1.110.010] of the “Integrity and Objectivity Rule” [1.100.001] for
additional guidance. In addition, members in such positions should consider their obligations as members
in business under part 2 of the code. [Prior reference: paragraphs .164–.165 of ET section 191]

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82

Grandfathered Positions

.06 Independence would not be impaired as a result of the more restrictive requirements of this interpretation
that are effective on May 31, 2015, provided the attest engagement commenced prior to April 30, 2015,
and the member was in compliance with the preexisting requirements of this interpretation.

[See Revision History Table.]

1.275.030 Member of Federated Fund-Raising Organization

.01 When a partner or professional employee of a member’s firm serves as a director or an officer of a
federated fund-raising organization, such as United Way (the organization), during the period covered by
the financial statements or during the period of the professional engagement, and a charity that receives
funds from the organization is an attest client of the member’s firm , management participation or self-
review threats to the member’s compliance with the “Independence Rule” [1.200.001] may exist.

.02 If the organization has managerial control over the charity, the threats to the member’s compliance with
the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an
acceptable level by the application of safeguards. Accordingly, independence would be impaired.

.03 Even if the organization does not have managerial control over the charity, a conflict of interest could arise
that may create a threat to the member’s compliance with the “Integrity and Objectivity Rule” [1.100.001].
In such situations, the member should consult the “Conflicts of Interest” interpretation [1.110.010]. [Prior
reference: paragraphs .027–.028 of ET section 191]

.04 In addition, members in such positions should consider their obligations as members in business under part
2 of the code. [No prior reference: new content]

Effective Date

.05 Paragraph .04 of this interpretation is effective December 15, 2014.

1.275.035 Member of Organization that Receives Funds From Fund-Raising Organization

.01 When a partner or professional employee of a member’s firm serves on the board of directors of an
organization during the period covered by the financial statements or during the period of the professional
engagement and the organization receives funds from a fund-raising foundation that is an attest client,
management participation or self-review threats to the member’s compliance with the “Independence
Rule” [1.200.001] may exist.

.02 If the fund-raising foundation functions solely to raise funds for that organization, the threat to compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards. Accordingly, independence would be impaired.

.03 However, if the directorship is clearly honorary, in accordance with the “Honorary Director or Trustee of
a Not-for-Profit Organization” interpretation [1.275.010] of the “Independence Rule” [1.200.001], threats
would be at an acceptable level. Accordingly, independence would not be impaired. [Prior reference:
paragraphs .128–.129 of ET section 191]

.04 Members in such positions should consider their obligations as a member in business under part 2 of the
code. [No prior reference: new content]

Effective Date

.05 Paragraph .04 of this interpretation is effective December 15, 2014.

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1.277 Former Employment or Association With an Attest Client

1.277.010 Former Employment or Association With an Attest Client

.01 This interpretation applies to covered members who were formerly employed by an entity or associated
with an entity as an officer, a director, a promoter, an underwriter, a voting trustee, or a trustee for the
entity’s pension or profit sharing trust and subsequently became employed by a firm that provides attest
service to that entity.

.02 When a member becomes a partner or professional employee of a firm that provides attest services to
an entity where the member was formerly employed or otherwise associated, familiarity, self-interest,
self-review, or management participation threats to the member’s compliance with the “Independence
Rule” [1.200.001] may exist.

.03 If a covered member participates on the client’s attest engagement or is an individual in a position
to influence the attest engagement covering any period that includes the covered member’s former
employment or association with the attest client, threats to the member’s compliance with the
“Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an
acceptable level by the application of safeguards. Accordingly, independence would be impaired.

.04 If a member fails to disassociate from the attest client before becoming a covered member, threats to the
member’s compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and
independence would be impaired unless all of the following safeguards are met:

a. The covered member ceases to participate in all employee health and welfare plans sponsored by the
attest client, unless the attest client is legally required to allow the member to participate in the plan
(for example, the Consolidated Omnibus Budget Reconciliation Act [COBRA]) and the member
pays 100 percent of the member’s portion of the cost of participation on a current basis.

b. The covered member ceases to participate in all other employee benefit plans by liquidating or
transferring, at the earliest date permitted under the plan, all vested benefits in the attest client’s
defined benefit plans, defined contribution plans, share-based compensation arrangements, deferred
compensation plans, and other similar arrangements.
However, when a covered member’s participation in one of these plans results from former
employment or association with an attest client, threats would be at an acceptable level and
independence would not be impaired provided the liquidation or transfer of any vested benefits is
either not permitted under the terms of the plan or would result in a penalty significant to the benefits
being imposed upon such liquidation or transfer and the covered member

i. does not participate on the attest engagement team or

ii. is not an individual in a position to influence the attest engagement.

A penalty includes an early withdrawal penalty levied under the applicable tax law but excludes
other income taxes that would be owed, or market losses that may be incurred, as a result of such
liquidation or transfer.

c. The covered member disposes of any direct financial interest or material indirect financial interests
in the attest client.

d. The covered member collects or repays any loans to or from the attest client, except for loans
specifically permitted or grandfathered by the interpretations of the “Loans, Leases, and Guarantees”
subtopic [1.260] under the “Independence Rule.”

e. Covered members should evaluate whether other relationships with the attest client create threats
that require the member to apply safeguards to reduce those threats to an acceptable level. [Prior
reference: paragraph .02 of ET section 101]

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84

1.279 Considering or Subsequent Employment or Association With an Attest Client

1.279.010 Considering Employment or Association With an Attest Client

.01 This interpretation applies to a member of the attest engagement team or an individual in a position
to influence the attest engagement (individual) who intends to seek or discuss potential employment or
association with an attest client or is in receipt of a specific offer of employment from an attest client.

.02 The undue influence and self-interest threats to compliance with the “Independence Rule” [1.200.001]
would be at an acceptable level and independence would not be impaired if all of the following safeguards
are met:

a. The individual promptly reports such consideration or offer to an appropriate person in the firm.

b. The individual immediately ceases participation in the engagement and does not provide any services
to the attest client until the employment offer is rejected or employment is no longer sought.

c. If a covered member becomes aware that an individual is considering employment or association
with an attest client, the covered member should notify an appropriate person in the firm.

d. The appropriate person in the firm should consider whether, based on the nature of the engagement
and the individual involved, the firm should perform additional procedures to provide reasonable
assurance that any work that the individual performed for the attest client was performed in
compliance with the “Integrity and Objectivity Rule” [1.100.001].

.03 If the individual accepts an offer of employment or otherwise becomes associated with the attest client
in a key position, see the “Subsequent Employment or Association With an Attest Client” interpretation
[1.279.020] of the “Independence Rule” [1.200.001] for additional requirements. [Prior reference:
paragraph .04 of ET section 101]

1.279.020 Subsequent Employment or Association With an Attest Client

.01 This interpretation applies to partners and professional employees who leave their firms and are
subsequently employed by, or associated with, one of the firm’s attest clients in a key position.

.02 The familiarity, self-interest, undue influence, or management participation threats to the member’s
compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and
independence would be impaired unless all of the safeguards in items a–e of the following list are met:

Individual Safeguards

a. Amounts due to the former partner or professional employee for his or her previous interest in the
firm and unfunded, vested retirement benefits cannot be material to the firm, and the underlying
formula used to calculate the payments remain fixed during the payout period. The firm may adjust
the retirement benefits for inflation and pay interest on amounts due.

b. The former partner or professional employee is not in a position to influence the firm’s operations
or financial policies.

c. The former partner or professional employee does not participate or appear to participate in the firm’s
business and is not otherwise associated with the firm, regardless of whether he or she is compensated
for such participation or association, once employment or association with the attest client begins.
For example, the individual would appear to participate in, or be associated with, the firm if

i. the individual provides consultation to the firm;

ii. the firm provides the individual with an office and related amenities, such as administrative
and technology services;

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iii. the individual’s name is included in the firm’s office directory; or

iv. the individual is identified as a member of the firm in membership lists of business,
professional, or civic organizations, unless the member is clearly designated as retired.

Ongoing Attest Engagement Team Safeguards

d. The ongoing attest engagement team should consider whether to modify the engagement procedures
to adjust for the risk that the former partner’s or professional employee’s prior knowledge of
the audit plan could reduce audit effectiveness. In addition, if the individual will have significant
interaction with the attest engagement team, an appropriate individual in the firm should evaluate
whether the existing attest engagement team members have sufficient experience and stature to deal
effectively with the individual in conducting the engagement.

e. If the former partner or professional employee joins the attest client in a key position within one
year of disassociating from the firm and has significant interaction with the attest engagement
team, an appropriate professional in the firm should review the subsequent attest engagement to
determine whether the engagement team members maintained the appropriate level of skepticism
when evaluating the individual’s representations and work. The professional applying this
safeguard should have appropriate stature, expertise, and objectivity. In performing this review, the
professional should consider relevant factors, such as the following:

i. The position that the individual assumed at the attest client.

ii. The position that the individual held at the firm.

iii. The nature of the services that the individual provided to the attest client. The professional
should take appropriate actions, as deemed necessary, based on the results of this review.

.03 The procedures performed in applying items d–e of paragraph .02 of this interpretation will depend on
several factors, including the following:

a. Whether the individual served on the engagement team

b. The positions that the individual held at the firm and has accepted at the attest client

c. The length of time that has elapsed since the individual left the firm

d. The circumstances of the individual’s departure

.04 An inadvertent and isolated failure to apply items d–e in paragraph .02 of this interpretation would not
impair independence provided that the relevant parties perform the required procedures promptly upon
discovery of the failure to do so and all other provisions of this interpretation are met. [Prior reference:
paragraph .04 of ET section 101]

1.280 Memberships

1.280.010 Member of a Social Club

.01 If a covered member belongs to a social club (for example, a country club, tennis club) that is an
attest client and is required to acquire a pro rata share of the club’s equity or debt securities, then
management participation, self-review, and self-interest threats to the covered member’s compliance with
the “Independence Rule” [1.200.001] may exist. Threats would be at an acceptable level if the club
membership is essentially a social matter, because such equity or debt ownership would not be considered
to be a direct financial interest. Accordingly, independence would not be impaired.

.02 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level
and could not be reduced to an acceptable level by the application of safeguards if a partner or

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professional employee is simultaneously employed or associated with the attest client’s social club
as described in the “Simultaneous Employment or Association With an Attest Client” interpretation
[1.275.005] of the “Independence Rule.” Accordingly, independence would be impaired. [Prior reference:
paragraphs .033–.034 of ET section 191]

1.280.020 Member of a Trade Association

.01 If a covered member belongs to a trade association that is an attest client, management participation or self-
review threats to the covered member’s compliance with the “Independence Rule” [1.200.001] may exist.

.02 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards if a partner
or professional employee is simultaneously employed or associated with the trade association as
described in the “Simultaneous Employment or Association With an Attest Client” interpretation
[1.275.005] of the “Independence Rule.” Accordingly, independence would be impaired. [Prior reference:
paragraphs .003–.004 of ET section 191]

1.280.030 Member of Common Interest Realty Association

.01 If a covered member belongs to a common interest realty association (CIRA) because the covered member
owns or leases real estate, then management participation, self-interest, self-review, or advocacy threats
to the covered member’s compliance with the “Independence Rule” [1.200.001] may exist. Examples
of CIRAs include cooperatives, condominium associations, planned unit developments, homeowners
associations, and timeshare developments.

.02 Threats would be at an acceptable level and independence would not be impaired if all of the following
safeguards are met:

a. The CIRA performs functions similar to local governments, such as public safety, road maintenance,
and utilities.

b. The covered member’s annual assessment is not material to either the covered member or the CIRA’s
operating budgeted assessments.

c. The liquidation of the CIRA or the sale of common assets would not result in a distribution to the
covered member.

d. The CIRA’s creditors would not have recourse to the covered member’s assets if the CIRA became
insolvent.

.03 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and
cannot be reduced to an acceptable level by the application of safeguards if a partner or professional
employee is simultaneously employed or associated with the CIRA as described in the “Simultaneous
Employment or Association With an Attest Client” interpretation [1.275.005] of the “Independence Rule.”
Accordingly, independence would be impaired.

.04 A member who has a personal or professional relationship with a real estate developer or management
company that is associated with the CIRA should consider the “Conflicts of Interest” interpretation
[1.110.010] under the “Integrity and Objectivity Rule” [1.100.001]. [Prior reference: paragraphs .061–.062
of ET section 191]

1.280.040 Member of a Credit Union

.01 When a covered member is a member of a credit union that is an attest client, the self-interest threat would
be at an acceptable level, and independence would not be impaired, if the covered member individually
qualifies to join the credit union other than by virtue of the professional services provided to the credit
union. However, if during the period of the professional engagement the member’s qualification to join

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the credit union is a result of the professional services provided to the credit union, threats to compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards. Accordingly, independence would be impaired.

.02 Covered members may be subject to additional restrictions, as described in the “Depository Accounts”
interpretation [1.255.010] and the “Loans and Leases With Lending Institutions” interpretation [1.260.020]
of the “Independence Rule” [1.200.001]. In addition, partners and professional employees may be
subject to additional restrictions, as described in paragraph .03 of the “Overview of Financial Interests”
interpretation [1.240.010] of the “Independence Rule.” [Prior reference: paragraphs .150–.151 of ET
section 191]

[See Revision History Table.]

1.285 Gifts and Entertainment

1.285.010 Offering or Accepting Gifts or Entertainment

.01 For purposes of this interpretation, the attest client also includes an individual in a key position with the
attest client and individuals owning 10 percent or more of the attest client’s outstanding equity securities
or other ownership interests.

.02 Accepting a gift from an attest client during the period of the professional engagement may create undue
influence or self-interest threats to a member’s compliance with the “Independence Rule” [1.200.001]. If a
member’s firm, a member of the attest engagement team, or an individual in a position to influence the attest
engagement accepts a gift from an attest client and the value is not clearly insignificant to the recipient, the
threat to the member’s compliance with the “Independence Rule” would not be at an acceptable level and
could not be reduced to an acceptable level by the application of safeguards. Accordingly, independence
would be impaired.

.03 Accepting entertainment from an attest client during the period of the professional engagement may
create undue influence or self-interest threats to a member’s compliance with the “Independence
Rule” [1.200.001]. If a covered member accepts entertainment from an attest client that is not reasonable
in the circumstances, the threats to the member’s compliance with the “Independence Rule” would not be
at an acceptable level and could not be reduced to an acceptable level by the application of safeguards.
Accordingly, independence would be impaired.

.04 Offering gifts or entertainment to an attest client during the period of the professional engagement may
create a familiarity threat to a member’s compliance with the “Independence Rule” [1.200.001]. If a
covered member offers a gift or entertainment to an attest client that is not reasonable in the circumstances,
the threat to the member’s compliance with the “Independence Rule” would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards. Accordingly,
independence would be impaired.

.05 The member should exercise judgment in determining whether gifts or entertainment would be considered
reasonable in the circumstances. Examples of relevant facts and circumstances include the following:

a. The nature of the gift or entertainment

b. The occasion giving rise to the gift or entertainment

c. The cost or value of the gift or entertainment

d. The nature, frequency, and value of other gifts and entertainment offered or accepted

e. Whether the entertainment was associated with the active conduct of business directly before, during,
or after the entertainment

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f. Whether other attest clients also participated in the entertainment

g. The individuals from the attest client’s and member’s firm who participated in the entertainment

.06 Refer to the “Offering or Accepting Gifts or Entertainment” interpretation [1.120.010] of the “Integrity
and Objectivity Rule” [1.100.001] for additional guidance. [Prior reference: paragraphs .228–.229 of ET
section 191]

A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/gifts_basis_document.pdf.

A nonauthoritative question and answer regarding campaign contributions made to the campaign of an individual
that is associated with an attest client in a key position or holds a financial interest in an attest client that is
material or enables the individual to exercise significant influence over the attest client is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf .

1.290 Actual or Threatened Litigation

1.290.010 Actual or Threatened Litigation

.01 The relationship between an attest client’s management and a covered member must be characterized
by complete candor and full disclosure regarding all aspects of the attest client’s business operations. In
addition, the covered member must not be biased so that the covered member can exercise professional
judgment and objectivity in evaluating management’s financial reporting decisions.

.02 Litigation or the expressed intention to commence litigation between a covered member and an attest client
or its management and, in some cases, other parties during the period of the professional engagement
may create self-interest or adverse interest threats to the member’s compliance with the “Independence
Rule” [1.200.001]. Accordingly, covered members should evaluate all such circumstances in accordance
with this interpretation.

.03 Litigation or the expressed intention to commence litigation between a covered member and an attest client
or its management and, in some cases, other parties requires the covered member to assess the materiality
of the litigation to the covered member, the covered member’s firm, and the attest client. The covered
member’s assessment should include an evaluation of the nature of the matter(s) underlying the litigation
and all other relevant factors.

Litigation Between the Attest Client and Member

.04 When an attest client’s present management commences, or expresses an intention to commence, legal
action against a covered member, the covered member and the attest client’s management may be placed in
adversarial positions in which self-interest may affect the covered member’s objectivity and management’s
willingness to make complete disclosures.

.05 Accordingly, independence may be impaired whenever the covered member and the covered member’s
attest client or its management are in threatened or actual positions of material adverse interests due to
threatened or actual litigation.

.06 Situations involving threatened or actual litigation are complex and diverse, making it difficult to
identify precise points at which threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] would be at an acceptable level. There are situations regarding litigation between
covered members and attest clients in which threats to the covered member’s compliance with the
“Independence Rule” would not be at an acceptable level and could not be reduced to an acceptable level
by safeguards and independence would be impaired. Examples of these situations are:

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a. An attest client’s present management commences litigation alleging deficiencies in audit work
performed for the attest client or expresses its intention to commence such litigation, and the covered
member concludes that it is probable that such a claim will be filed.

b. A covered member commences litigation against an attest client’s present management alleging
management fraud or deceit.

.07 If threatened or actual litigation is unrelated to the performance of an attest engagement and is for an
amount that is not material to the covered member’s firm or the attest client, threats to the covered
member’s compliance with the “Independence Rule” [1.200.001] would be at an acceptable level, and
independence would not be impaired. Such claims may arise, for example, out of immaterial disputes
regarding billings for services, results of tax or management services advice, or similar matters.

Litigation by Security Holders

.08 A covered member may also become involved in litigation (primary litigation) in which the covered
member and the attest client or its management are defendants. For example, one or more stockholders may
bring a stockholders’ derivative action or class-action lawsuit against the attest client or its management,
the attest client’s officers, directors, or underwriters, and covered members.

.09 Such primary litigation by itself would not threaten the covered member’s compliance with the
“Independence Rule” [1.200.001]. However, if other circumstances exist that may create threats, the
covered member should apply the “Conceptual Framework for Independence” interpretation [1.210.010]
to evaluate whether the threats are at an acceptable level. For example, threats will exist if cross-claims
are filed against the covered member alleging that the covered member is responsible for any deficiencies
in work performed for the attest client or if the covered member, as a defense, alleges that the attest client’s
management engaged in fraud or deceit.

.10 The following are examples of situations in which threats to the covered member’s compliance with the
“Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an
acceptable level by safeguards, thereby impairing independence:

a. The attest client or its management or directors have filed cross-claims to protect a right to legal
redress in the event of a future adverse decision in the primary litigation (or, in lieu of cross-claims,
agreements to extend the statute of limitations), and there is a significant risk that the cross-claim
will result in a settlement or judgment in an amount that is material to the covered member’s firm
or the attest client.

b. The attest client’s underwriter and the attest client or its present management assert cross-claims
against the covered member.

.11 If only the underwriter or officers or directors of the covered member’s other attest clients file cross-
claims against the covered member, threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] would be at an acceptable level unless other circumstances create threats to compliance
with the “Independence Rule.”

Other Third-Party Litigation

.12 A lending institution or other creditor, security holder, or insurance company that alleges reliance on the
attest client’s financial statements as a basis for having extended credit or insurance coverage to an attest
client may commence third-party litigation against the covered member to recover their loss. An example
is an insurance company commencing litigation either as a result of receiving an assignment of a claim or
under subrogation rights against the covered member in the attest client’s name to recover losses that the
insurer reimbursed to the attest client. If the attest client is only the nominal plaintiff, threats to the covered
member’s compliance with the “Independence Rule” [1.200.001] would be at an acceptable level unless
other circumstances exist, such as when the covered member alleges, as a defense, that present management

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engaged in fraud or deceit. The attest client is a nominal plaintiff when the insurance company or lender
sues in the name of the attest client as a result of obtaining subrogation rights or an assignment from the
attest client and the attest client does not have a beneficial interest in the claim.

.13 If the real party in interest in the litigation (for example, the insurance company) is also the covered
member’s attest client (the plaintiff client), threats to the covered member’s compliance with the
“Independence Rule” [1.200.001] may exist if the litigation carries a significant risk of a settlement or
judgment in an amount that would be material to the covered member’s firm or the plaintiff client.

Termination of Impairment

.14 Threats to the covered member’s compliance with the “Independence Rule” [1.200.001] would be
eliminated or reduced to an acceptable level when the parties reach a final resolution of the matter(s) at
issue and the matter(s) no longer affects the relationship between the covered member and the attest client,
as described in paragraph .01 of this interpretation. The covered member should determine whether the
conditions of such resolution have effectively eliminated such threats or reduced them to an acceptable
level. [Prior reference: paragraph .08 of ET section 101]

[See Revision History Table.]

1.295 Nonattest Services

1.295.010 Scope and Applicability of Nonattest Services

.01 When a member performs nonattest services for an attest client, self-review, management participation,
or advocacy threats to the member’s compliance with the “Independence Rule” [1.200.001] may exist.
When significant independence threats exist during the period of the professional engagement or the
period covered by the financial statements (except as provided for in paragraph .03), independence will
be impaired unless the threats are reduced to an acceptable level and any requirements included in the
interpretations of the “Nonattest Services” subtopic [1.295] under the “Independence Rule” have been met.

.02 For purposes of the interpretations of the “Nonattest Services” subtopic [1.295] under the “Independence
Rule” [1.200.001], the term member includes the member’s firm.

.03 Period of engagement. A member’s independence would not be impaired if the member performed
nonattest services that would have otherwise impaired independence during the period covered by the
financial statements if all of the following conditions exist:

a. The nonattest services were provided prior to period of the professional engagement.

b. The nonattest services related to periods prior to the period covered by the financial statements.

c. The financial statements for the period to which the nonattest services relate were audited by another
firm (or in the case of a review engagement, reviewed or audited by another firm).

Nonauthoritative questions and answers regarding the period of the professional engagement are available at
www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

.04 Activities related to attest services. Performing attest services often involves communications between the
member and client management regarding

a. the client’s selection and application of accounting standards or policies and financial statement
disclosure requirements;

b. the appropriateness of the client’s methods used in determining accounting and financial reporting;

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c. adjusting journal entries that the member has prepared or proposed for client management
consideration; and

d. the form or content of the financial statements.

These communications are considered a normal part of the attest engagement and are not considered
nonattest services subject to the “General Requirements for Performing Nonattest Services” [1.295.040]
and “Documentation Requirements When Providing Nonattest Services” [1.295.050] interpretations.

.05 However, the member should exercise judgment in determining whether his or her involvement has
become so extensive that it would constitute performing a separate service which would be subject to the
“General Requirements for Performing Nonattest Services” interpretation [1.295.040].

.06 For example, activities such as financial statement preparation, cash-to-accrual conversions, and
reconciliations are considered outside the scope of the attest engagement and, therefore, constitute a
nonattest service. Such activities would not impair independence if the requirements of the interpretations
of the “Nonattest Services” subtopic [1.295] are met.

Nonauthoritative questions and answers regarding routine activities are available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

.07 Engagements subject to independence rules of certain regulatory or standard-setting bodies. Threats to
compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not
be reduced to an acceptable level through the application of safeguards if a member is not in compliance
with the independence regulations of authoritative regulatory bodies that are more restrictive than the
interpretations of the “Nonattest Services” subtopic [1.295] under the “Independence Rule” (examples
of such authoritative bodies are the SEC, the Government Accountability Office [GAO], the Department
of Labor [DOL], the Public Company Accounting Oversight Board [PCAOB], and state boards of
accountancy) when a member performs nonattest services for an attest client and is required to be
independent of the attest client under the regulations of the applicable regulatory body. Independence
would be impaired under these circumstances. [Prior reference: paragraph .05 of ET section 101]

.08 Refer to the “Staff Augmentation Arrangements” interpretation [1.275.007] when the engagement involves
lending firm personnel (augmented staff) to an attest client whereby the attest client is responsible for the
direction and supervision of the activities performed by the augmented staff.

Effective Date

.09 Paragraph .06 of this interpretation is effective for engagements covering periods beginning on or after
December 15, 2014.

[See Revision History Table.]

1.295.020 Cumulative Effect on Independence When Providing Multiple Nonattest Services

.01 The interpretations of the “Nonattest Services” subtopic [1.295] under the “Independence
Rule” [1.200.001] include various examples of nonattest services that individually would not impair
independence because the safeguards in the “General Requirements for Performing Nonattest Services”
interpretation [1.295.040] reduce the self-review and management participation threats to an acceptable
level. However, performing multiple nonattest services can increase the significance of these threats as
well as other threats to independence.

.02 Before agreeing to perform nonattest services, the member should evaluate whether the performance of
multiple nonattest services by the member or member’s firm in the aggregate creates a significant threat

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to the member’s independence that cannot be reduced to an acceptable level by the application of the
safeguards in the “General Requirements for Performing Nonattest Services” interpretation [1.295.040].

.03 In situations in which a member determines that threats are not at an acceptable level, safeguards
in addition to those in the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] should be applied to eliminate the threats or reduce them to an acceptable level. If no
safeguards exist that will eliminate or reduce the threats to an acceptable level, independence would be
impaired.

.04 For purposes of this interpretation, the member is not required to consider the possible threats to
independence created due to the provision of nonattest services by other network firms within the firm’s
network. [Prior reference: paragraph .05 of ET section 101]

Effective Date

.05 This interpretation is effective for engagements covering periods beginning on or after December 15, 2014.

1.295.030 Management Responsibilities

.01 If a member were to assume a management responsibility for an attest client, the management participation
threat would be so significant that no safeguards could reduce the threat to an acceptable level and
independence would be impaired. It is not possible to specify every activity that is a management
responsibility. However, management responsibilities involve leading and directing an entity, including
making significant decisions regarding the acquisition, deployment, and control of human, financial,
physical, and intangible resources.

.02 Whether an activity is a management responsibility depends on the circumstances and requires the exercise
of judgment. Examples of activities that would be considered management responsibilities and, as such,
impair independence if performed for an attest client, include

a. setting policy or strategic direction for the attest client.

b. directing or accepting responsibility for actions of the attest client’s employees except to the extent
permitted when using internal auditors to provide assistance for services performed under auditing
or attestation standards.

c. authorizing, executing, or consummating transactions or otherwise exercising authority on behalf of
an attest client or having the authority to do so.

d. preparing source documents, in electronic or other form, that evidence the occurrence of a
transaction.

e. having custody of an attest client’s assets.

f. deciding which recommendations of the member or other third parties to implement or prioritize.

g. reporting to those charged with governance on behalf of management.

h. serving as an attest client’s stock transfer or escrow agent, registrar, general counsel or equivalent.

i. accepting responsibility for the management of an attest client’s project.

j. accepting responsibility for the preparation and fair presentation of the attest client’s financial
statements in accordance with the applicable financial reporting framework.

k. accepting responsibility for designing, implementing, or maintaining internal control.

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l. performing ongoing evaluations of the attest client’s internal control as part of its monitoring
activities.

[Prior reference: paragraph .05 of ET section 101]

Nonauthoritative questions and answers regarding management responsibilities and controllership
services are available at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
nonattestservicesfaqs.pdf.

1.295.040 General Requirements for Performing Nonattest Services

.01 When a member performs a nonattest service for an attest client, threats to the member’s compliance
with the “Independence Rule” [1.200.001] may exist. Unless an interpretation of the “Nonattest Services”
subtopic [1.295] under the “Independence Rule” states otherwise, threats would be at an acceptable level,
and independence would not be impaired, when all the following safeguards are met:

a. The member determines that the attest client and its management agree to

i. assume all management responsibilities as described in the “Management Responsibilities”
interpretation [1.295.030].

ii. oversee the service, by designating an individual, preferably within senior management, who
possesses suitable skill, knowledge, and/or experience. The member should assess and be
satisfied that such individual understands the services to be performed sufficiently to oversee
them. However, the individual is not required to possess the expertise to perform or re-perform
the services.

iii. evaluate the adequacy and results of the services performed.

iv. accept responsibility for the results of the services.

b. The member does not assume management responsibilities (See the “Management Responsibilities”
interpretation [1.295.030] of the “Independence Rule”) when providing nonattest services and the
member is satisfied that the attest client and its management will

i. be able to meet all of the criteria delineated in item a;

ii. make an informed judgment on the results of the member’s nonattest services; and

iii. accept responsibility for making the significant judgments and decisions that are the proper
responsibility of management.

If the attest client is unable or unwilling to assume these responsibilities (for example, the attest client
cannot oversee the nonattest services provided or is unwilling to carry out such responsibilities due to lack
of time or desire), the member’s performance of nonattest services would impair independence.

c. Before performing nonattest services the member establishes and documents in writing his or
her understanding with the attest client (board of directors, audit committee, or management, as
appropriate in the circumstances) regarding

i. objectives of the engagement,

ii. services to be performed,

iii. attest client’s acceptance of its responsibilities,

iv. member’s responsibilities, and

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v. any limitations of the engagement.

.02 The safeguards in paragraph .01 and the “Documentation Requirements When Providing Nonattest
Services” interpretation [1.295.050] of the “Independence Rule” [1.200.001] do not apply to certain routine
activities performed by the member, such as providing advice and responding to the attest client’s questions
as part of the attest client-member relationship. However, in providing such services, the member must not
assume management responsibilities, as described in the “Management Responsibilities” interpretation
[1.295.030] of the “Independence Rule.” [Prior reference: paragraph .05 of ET section 101]

Nonauthoritative questions and answers regarding suitable skill, knowledge, and experience are available at
www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

[See Revision History Table.]

1.295.050 Documentation Requirements When Providing Nonattest Services

.01 Before performing nonattest services, the member should document in writing the member’s understanding
established with the attest client, as described in paragraph .01c of the “General Requirements for
Performing Nonattest Services” interpretation [1.295.040] of the “Independence Rule” [1.200.001].

.02 Failure to prepare the required documentation does not impair independence provided that the member did
establish the understanding with the attest client. However, failure to prepare the required documentation
would be considered a violation of the “Compliance With Standards Rule” [1.310.001].

.03 The documentation requirement does not apply to nonattest services performed prior to the period of the
professional engagement for an attest client. However, for nonattest services provided during the period
covered by the financial statements, the member should document in writing that the requirements of the
“General Requirements for Performing Nonattest Services” interpretation [1.295.040] were met prior to
the period of the professional engagement, including the requirement to establish an understanding with
the attest client. [Prior reference: paragraph .05 of ET section 101]

Sample language for how to document your understanding with the attest client is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

1.295.105 Advisory Services

.01 Self-review or management participation threats to compliance with the “Independence Rule” [1.200.001]
may exist when a member performs advisory services for an attest client.

.02 If the member’s services are only advisory in nature and the member applies the “General Requirements
for Performing Nonattest Services” interpretation [1.295.040] of the “Independence Rule” [1.200.001],
threats would be at an acceptable level and independence would not be impaired. For example, a member
may

a. provide advice, research materials, and recommendations to assist management in performing its
functions and making decisions.

b. attend board meetings as a nonvoting advisor.

c. interpret financial statements, forecasts, or other analyses.

d. provide management with advice regarding its potential plans, strategies, or relationships.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards if a member assumes

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any management responsibilities, as described in the “Management Responsibilities” interpretation
[1.295.030]. Accordingly, independence is impaired. [Prior reference: paragraph .05 of ET section 101
and paragraphs .015–.016 of ET section 191]

1.295.110 Appraisal, Valuation, and Actuarial Services

.01 Self-review or management participation threats to compliance with the “Independence Rule” [1.200.001]
may exist when a member performs appraisal, valuation, or actuarial service for an attest client.

.02 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level
and could not be reduced to an acceptable level by the application of safeguards if the member performs
an appraisal, a valuation, or an actuarial service for an attest client when (a) the services involve a
significant degree of subjectivity and (b) the results of the service, individually or when combined with
other valuation, appraisal, or actuarial services, are material to the attest client’s financial statements.
Accordingly, independence would be impaired under these circumstances..

.03 When performing appraisal, valuation, and actuarial services for an attest client that are permitted under
this interpretation, all requirements of the “General Requirements for Performing Nonattest Services”
interpretation [1.295.040] of the “Independence Rule” [1.200.001] should be met, including that all
significant assumptions and matters of judgment are determined or approved by the attest client, and the
attest client is in a position to have an informed judgment on, and accepts responsibility for, the results
of the service.

Valuations Involving a Significant Degree of Subjectivity

.04 Examples of valuations that generally involve a significant degree of subjectivity include, ESOPs, business
combinations, or appraisals of assets or liabilities. Accordingly, if these services produce results that are
material to the attest client’s financial statements, independence would be impaired.

Actuarial Valuations of Pension or Postemployment Benefit Liabilities

.05 An actuarial valuation of an attest client’s pension or postemployment benefit liabilities generally does
not involve a significant degree of subjectivity because reasonably consistent results are produced when
the same assumptions and information are used in performing the valuation. Therefore, threats would be
at an acceptable level and independence would not be impaired.

Appraisal, Valuations, and Actuarial Services for Nonfinancial Statement Purposes

.06 Threats would be at an acceptable level if a member provided appraisal, valuation, or actuarial services
solely for nonfinancial statement purposes. Some examples are appraisal, valuation, and actuarial
services performed for tax planning or tax compliance, estate and gift taxation, and divorce proceedings.
Accordingly, independence would not be impaired. [Prior reference: paragraph .05 of ET section 101]

Nonauthoritative questions and answers regarding appraisal, valuation, and actuarial services are available at
www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

1.295.115 Benefit Plan Administration

.01 When a member provides benefit plan administration services to an attest client, self-review and
management participation threats to the member’s compliance with the “Independence Rule” [1.200.001]
may exist.

.02 Notwithstanding the conclusions reached in paragraph .03 of this interpretation, a member should comply
with the more restrictive independence provisions of the Employee Retirement Income Security Act
(ERISA) of 1974 and DOL regulations when performing audits of employee benefit plans subject to those
regulations.

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.03 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, the member may

a. communicate summary plan data to a plan trustee.

b. advise management regarding the application and impact of provisions in a plan document.

c. process certain transactions that have been initiated by plan participations or approved by the plan
administrators using the member’s electronic media, such as an interactive voice response system or
Internet connection or other media. Such transactions may include processing investment or benefit
elections, changes in contributions to the plan, data entry, participant confirmations, and distributions
and loans.

d. prepare account valuations for plan participants using data collected through the member’s electronic
or other media.

e. prepare and transmit participant statements to plan participants based on data collected through the
member’s electronic or other media.

.04 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level, and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired if, for example, a member

a. makes policy decisions on behalf of management.

b. interprets the provisions in a plan document for a plan participant on behalf of management without
first obtaining management’s concurrence.

c. makes disbursements on behalf of the plan.

d. has custody of the plan’s assets.

e. serves in a fiduciary capacity, as defined by ERISA. [Prior reference: paragraph .05 of ET section
101]

1.295.120 Bookkeeping, Payroll, and Other Disbursements

.01 When a member provides bookkeeping, payroll, and other disbursement services to an attest client, self-
review and management participation threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] may exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

a. record transactions to an attest client’s general ledger when management has determined or approved
the account classifications for the transaction.

b. post transactions coded by the attest client to the attest client’s general ledger.

c. prepare financial statements based on information in the attest client’s trial balance.

d. post client-approved journal or other entries to an attest client’s trial balance.

e. propose standard, adjusting, or correcting journal entries or other changes affecting the financial
statements to the attest client. Prior to the member posting these journal entries or changes, the

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member should be satisfied that management has reviewed the entries and understands the nature of
the proposed entries and the effect the entries will have on the attest client’s financial statements.

f. generate unsigned checks using source documents or other records provided and approved by the
attest client.

g. process an attest client’s payroll using payroll time records that the attest client has provided and
approved.

h. transmit client-approved payroll or other disbursement information to a bank or similar entity
subsequent to the attest client’s review and authorization for the member to make the transmission.
Prior to such transmission, the attest client is responsible for making the arrangements with the bank
or similar entity to limit the corresponding individual payments regarding the amount and payee.
In addition, once transmitted, the attest client must authorize the bank or similar entity to process
the payroll information.

i. prepare a reconciliation (for example, bank and accounts receivable) that identifies reconciling items
for the client’s evaluation.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. determines or changes journal entries, any account coding or classification of transactions, or any
other accounting records without first obtaining the attest client’s approval.

b. authorizes or approves transactions.

c. prepares source documents.

d. makes changes to source documents without the attest client’s approval.

e. accepts responsibility to authorize payment of attest client funds, electronically or otherwise, except
for electronic payroll tax payments when the member complies with the requirements of the “Tax
Services” interpretation [1.295.160] of the “Independence Rule.”

f. accepts responsibility to sign or cosign an attest client’s checks, even if only in emergency situations.

g. maintains an attest client’s bank account or otherwise has custody of an attest client’s funds or makes
credit or banking decisions for the attest client.

h. approves vendor invoices for payment. [Prior reference: paragraph .05 of ET section 101]

Nonauthoritative questions and answers about bookkeeping services are available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

[See Revision History Table.]

1.295.125 Business Risk Consulting

.01 When a member provides business risk consulting services to an attest client, self-review and management
participation threats to the covered member’s compliance with the “Independence Rule” [1.200.001] may
exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

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a. assist management in its assessment of the attest client’s business risk control processes.

b. recommend improvements to an attest client’s business risk control processes and assists in the
implementation of these improvements.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. makes or approves business risk decisions.

b. presents business risk considerations to the board or others on behalf of management. [Prior
reference: paragraph .05 of ET section 101]

1.295.130 Corporate Finance Consulting

.01 When a member provides corporate finance consulting services to an attest client, self-review,
management participation, and advocacy threats to the covered member’s compliance with the
“Independence Rule” [1.200.001] may exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

a. assist management in developing its corporate strategies.

b. assist management in identifying possible sources of capital that meet the attest client’s specifications
or criteria.

c. introduce management to possible sources of capital that meet the attest client’s specifications or
criteria.

d. assist management in analyzing the effects of proposed transactions with potential buyers, sellers,
or capital sources.

e. advise an attest client during its negotiations with potential buyers, sellers, or capital sources.

f. assist the attest client in drafting its offering document or memorandum.

g. participate with management in its transaction negotiations in an advisory capacity.

h. be named as a financial adviser in an attest client’s private placement memoranda or offering
documents.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. commits the attest client to the terms of a transaction.

b. consummates a transaction on behalf of the attest client.

c. acts as a promoter, an underwriter, a broker-dealer, or a guarantor of an attest client’s securities or
as a distributor of private placement memoranda or offering documents.

d. maintains custody of an attest client’s securities. [Prior reference: paragraph .05 of ET section 101]

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1.295.135 Executive or Employee Recruiting

.01 When a member provides executive or employee recruiting services to an attest client, self-review
and management participation threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] may exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

a. recommend a position description or candidate specifications.

b. solicit and screen candidates based on criteria approved by the attest client, such as required
education, skills, or experience.

c. recommend qualified candidates to the attest client for their consideration based on criteria approved
by the attest client.

d. participate in employee hiring or compensation discussions in an advisory capacity.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. commits the attest client to employee compensation or benefit arrangements.

b. hires or terminates the attest client’s employees. [Prior reference: paragraph .05 of ET section 101]

[See Revision History Table.]

1.295.140 Forensic Accounting

.01 Forensic accounting services. For purposes of this interpretation, forensic accounting services are nonattest
services that involve the application of (a) special skills in accounting, auditing, finance, quantitative
methods or certain areas of the law, and research and (b) investigative skills to collect, analyze, and
evaluate evidential matter and to interpret and communicate findings. Forensic accounting services consist
of investigative services and litigation services.

.02 Attest client. For purposes of this interpretation, the term attest client refers to the attest client with respect
to which the member is providing litigation services, not the law firm that engages the member on behalf
of the law firm’s client. If the law firm that engages the member on behalf of the member’s attest client
is also an attest client of the member, the member should consider the applicability of the “Cooperative
Arrangements With Attest Clients” interpretation [1.265.010] of the “Independence Rule” [1.200.001].

.03 Investigative services. For purposes of this interpretation, investigative services include all forensic
services that do not involve actual or threatened litigation, such as performing analyses or investigations
that may require the same skills used in litigation services. When a member provides investigative services
to an attest client, self-review and management participation threats to the covered member’s compliance
with the “Independence Rule” [1.200.001] may exist. However, if the member applies the “General
Requirements for Performing Nonattest Services” interpretation [1.295.040] of the “Independence Rule,”
threats will be at an acceptable level and independence will not be impaired.

.04 Litigation services. For purposes of this interpretation, litigation services recognize the role of the member
as an expert or a consultant and consist of providing assistance for actual or potential legal or regulatory
proceedings before a trier of fact in connection with the resolution of disputes between parties. Litigation
services consist of expert witness services, litigation consulting services, or other litigation services:

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a. Expert witness services. For purposes of this interpretation, expert witness services are those
litigation services in which a member is engaged to render an opinion before a trier of fact about
the matter(s) in dispute based on the member’s expertise, rather than his or her direct knowledge
of the disputed facts or events:

i. Expert witness services create the appearance that a member is advocating or promoting an
attest client’s position. Therefore, the advocacy threat would not be at an acceptable level and
could not be reduced to an acceptable level by the application of safeguards. Accordingly, if
a member is engaged conditionally or unconditionally to provide expert witness services or
expert testimony for an attest client, independence would be impaired, except as discussed in
the following item ii.

ii. Threats to compliance with the “Independence Rule” [1.200.001] would be at an acceptable
level, and independence would not be impaired, if a member provides expert witness services
for a large group of plaintiffs or defendants that includes one or more attest clients of the firm,
provided that at the outset of the engagement

1. the member’s attest clients constitute less than 20 percent of the members of the group,
voting interests of the group, and the claim;

2. no attest client within the group is designated as the lead plaintiff or defendant of the
group; and

3. no attest client has the sole decision-making power to select or approve the selection
of the expert witness.

iii. Fact witness testimony. Acting as a fact witness (also referred to as a “percipient witness”
or “sensory witness”) would not be considered a nonattest service. Fact witness testimony is
based on the member’s direct knowledge of the matters, facts, or events in dispute obtained
through the member’s performance of prior professional services for the attest client. As a fact
witness, the member’s role is to provide factual testimony to the trier of fact. While testifying as
a fact witness, the trier of fact or counsel may question a member about the member’s opinions
pertaining to matters within the member’s area of expertise. Answering such questions would
not impair the member’s independence.

iv. In determining whether the member’s services are considered expert witness services or fact
witness testimony, members should refer to Rules 701–703 of Article VII, “Opinions and
Expert Testimony,” of the Federal Rules of Evidence and also refer to other applicable laws,
regulations, and rules.

v. When providing expert witness services or fact witness testimony, members are required to
comply with the “Integrity and Objectivity Rule” [1.100.001].

b. Litigation consulting services. For purposes of this interpretation, litigation consulting services are
those litigation services in which a member provides advice about the facts, issues, or strategy
pertaining to a matter. The consultant does not testify as an expert witness before a trier of fact:

i. When a member provides litigation consulting services, advocacy and management
participation threats to the covered member’s compliance with the “Independence Rule” may
exist. If the member applies the “General Requirements for Performing Nonattest Services”
interpretation [1.295.040] of the “Independence Rule,” threats would be at an acceptable level
and independence would not be impaired. For purposes of complying with paragraph .01b
of the “General Requirements for Performing Nonattest Services” interpretation of the
“Independence Rule,” the attest client may designate its attorney to oversee the litigation
consulting services.

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ii. However, if the member providing litigation consulting services subsequently agrees to serve
as an expert witness, threats to the member’s compliance with the “Independence Rule” would
not be at an acceptable level and could not be reduced to an acceptable level by the application
of safeguards. Accordingly, independence would be impaired.

c. Other litigation services. The advocacy threat would not be at an acceptable level and could not
be reduced to an acceptable level by the application of safeguards if a member serves as a trier of
fact, a special master, a court-appointed expert, or an arbitrator (including serving on an arbitration
panel) in a matter involving an attest client. These services create the appearance that the member
is not independent; accordingly, independence would be impaired.

d. However, if the member applies the “General Requirements for Performing Nonattest Services”
interpretation of the “Independence Rule,” threats would be at an acceptable level and independence
would not be impaired when a member serves as a mediator or any similar role in a matter involving
an attest client, provided that the member is not making any decisions on behalf of the parties
but, rather, is acting as a facilitator by assisting the parties in reaching their own agreement. When
providing such services, the member should consider the requirements of the “Conflicts of Interest”
interpretation [1.110.010] of the “Integrity and Objectivity Rule.” [Prior reference: paragraph .05
of ET section 101]

.05 See www.aicpa.org/interestareas/professionalethics/community/downloadabledocuments/transistion
%20periods.pdf for information about transition provision for engagements commenced prior to February
28, 2007.

.06 When providing any type of forensic accounting service, members are required to comply with the
“Integrity and Objectivity Rule” [1.100.001].

[See Revision History Table.]

1.295.143 Hosting Services

.01 For purpose of this interpretation, hosting services are nonattest services that involve a member accepting
responsibility for the following:

a. Acting as the sole host of a financial or non-financial information system of an attest client

b. Taking custody of or storing an attest client’s data or records whereby, that data or records are
available only to the attest client from the member, such that the attest client’s data or records are
otherwise incomplete

c. Providing electronic security or back-up services for an attest client’s data or records

.02 When a member provides hosting services, the member is maintaining the attest client’s internal control
over its data or records. Accordingly, the management participation threat to the member’s compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level, and could not be reduced
to an acceptable level by the application of safeguards, and independence would be impaired.

.03 Examples of activities that are considered hosting services, and as such will impair independence if
performed for an attest client, include accepting responsibility for the following:

a. Housing the attest client’s website or other non-financial information system

b. Keeping the attest client’s data or records on the attest client’s behalf, for example, the attest client’s
general ledger information, supporting schedules (such as, depreciation or amortization schedules),
lease agreements or other legal documents are stored on the member’s firm’s servers or servers
licensed by the member’s firm or the member is responsible for storing hard copy versions of the
data or records

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c. Being the attest client’s business continuity or disaster recovery provider

.04 Examples of activities that are not considered to be hosting services, and as such will not impair
independence provided members comply with the requirements of the other interpretations of the
“Nonattest Services” subtopic include these:

a. Retaining a copy of an attest client’s data or records as documentation to support a service the
member provided to the attest client. Some examples are as follows:

i. The payroll data that support a payroll tax return prepared by the member for the attest client

ii. A bank reconciliation that supports attest procedures performed by the member on the attest
client’s cash account

iii. The attest client’s vendor data used to prepare an analysis of vendor activity

b. Retaining, for a member’s records, a copy of a work product prepared by the member (for example,
a tax return).

c. Using general ledger software to facilitate the delivery of bookkeeping services when either of the
following occurs:

i. The member and the attest client maintain separate instances of the software on their respective
servers, and the member provides updated financial information electronically to the attest
client.

ii. The attest client enters into an agreement with a third-party service provider to maintain its
software in a cloud-based solution and grants the member access to the software so that the
member can perform the bookkeeping service for the attest client.

d. Retaining data collected by the member related to a work product that the member prepared for an
attest client. For example, the member conducts an employee survey and provides the attest client
with a report. The member retains the survey data collected to support the work product.

e. Electronically exchanging data, records, or the member’s work product with an attest client or on
behalf of an attest client at the attest client’s request. For example, the member uses a portal as
follows:

i. To exchange data and records with the attest client related to professional services provided
by the member to the attest client

ii. To deliver the member’s work product to third parties at the attest client’s request

To avoid providing hosting services, members should terminate the attest client’s access to the data or
records in the portal within a reasonable period of time after the conclusion of the engagement.

f. Licensing software to an attest client that the attest client uses to input its data and receive an output
that the attest client is responsible for maintaining, provided the software does not perform an activity
that, if performed directly by the member, would impair independence.

g. Having possession of a depreciation schedule prepared by the member, provided the deprecation
schedule and calculation are given to the attest client so that attest client’s books and records are
complete.

h. Retaining an attest client’s original data or records to facilitate the performance of a nonattest
service (for example, obtaining original records to prepare the attest client’s tax return), provided
that the data or records are returned to the attest client at the end of the engagement or, in a multi-

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year engagement, at least annually. This does not apply to ongoing hosting services as described in
paragraph .01 of this interpretation.

Effective Date

.05 This interpretation is effective July 1, 2019.

[See Revision History Table.]

Nonauthoritative questions and answers regarding hosting services are available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

1.295.145 Information Systems Design, Implementation, or Integration

.01 When a member provides information systems design, implementation, or integration services to an attest
client, self-review and management participation threats to the covered member’s compliance with the
“Independence Rule” [1.200.001] may exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

a. install or integrate an attest client’s financial information system that the member did not design or
develop (for example, an off-the-shelf accounting package).

b. assist in setting up the attest client’s chart of accounts and financial statement format with respect
to the attest client’s financial information system.

c. design, develop, install, or integrate an attest client’s information system that is unrelated to the
attest client’s financial statements or accounting records.

d. provide training and instruction to an attest client’s employees on an information and control system.

e. perform network maintenance, such as updating virus protection, applying routine updates and
patches, or configuring user settings consistent with management’s request.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. designs or develops an attest client’s financial information system.

b. makes other than insignificant modifications to source code underlying an attest client’s existing
financial information system.

c. supervises attest client personnel in the daily operation of an attest client’s information system.

d. operates an attest client’s network. [Prior reference: paragraph .05 of ET section 101]

Nonauthoritative questions and answers regarding information systems design, implementation, and integration
services are available at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/
nonattestservicesfaqs.pdf.

June 2019

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The revised interpretation “Information System Services,” formerly “Information Systems Design,
Implementation, or Integration” (ET sec. 1.295.145) under the “Independence Rule” (ET sec. 1.200.001)
is effective January 1, 2022, and early implementation is allowed.

Information Systems Services

Introduction

.01

Self-review and management participation threats to the member’s compliance with the “Independence
Rule” [1.200.001] may exist when a member provides nonattest services related to an attest client’s
information systems.

.02

This interpretation applies to all attest engagements, including those in which the subject matter of the
engagement is not financial statements. In these cases, the member should define a financial information
system as any information system that is subject to the member’s attest procedures considering the relevant
factors in paragraph .03a.

Terminology

.03

The following terms are defined solely for the purpose of applying this interpretation:

a. A financial information system (FIS) is a system that aggregates source data underlying the financial
statements or generates information that is significant to either the financial statements or financial
processes as a whole. An FIS includes a tool that calculates results unless

i. the tool performs only discrete calculations;

ii. the attest client evaluates and accepts responsibility for the input and assumptions; and

iii. the attest client has sufficient information to understand the calculation and the results.

b. Designing an information system means determining how a system or transaction will function,
process data, and produce results (for example, reports, journal vouchers, and documents such as
sales and purchase orders) to provide a blueprint or schematic for the development of software code
(programs) and data structures.

c. Developing an information system entails creating software code, for individual or multiple modules,
and testing such code to confirm it is functioning as designed.

d. Commercial off-the-shelf (COTS) refers to software developed, distributed, maintained, and
supported by an entity or entities that are not the member or member’s firm (a third-party vendor),
sometimes referred to as an “off-the-shelf” package or solution. COTS solutions have generally
referred to traditional on-premise software that runs on a customer’s own computers or on a third-
party vendor’s “cloud” infrastructure. COTS solutions range from software packages that require
only installation on a computer and are ready to run to large-scale, complex enterprise applications.

Design, Development, or Implementation Services Not Related to an FIS

.04

When performing design, development, or implementation services described in this interpretation for an
attest client that are not related to an FIS, threats to compliance with the “Independence Rule” [1.200.001]

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would be at an acceptable level provided all requirements of the “Nonattest Services” subtopic [1.295] of
the “Independence Rule” are met, including that the attest client has not outsourced a function, process,
or activity to the member, which would result in the member assuming a management responsibility.

Design or Develop an FIS

.05

When a member designs or develops an attest client’s FIS, threats to compliance with the “Independence
Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an acceptable level by
the application of safeguards and independence would be impaired.

.06

To determine whether a nonattest service is related to an FIS, members should consider all relevant factors,
such as whether the nonattest service will affect the following:

a. System controls or system output that will be subject to attest procedures.

b. A system that generates data that are used as input to the financial statements, including data or
information that is either reflected in or used in determining amounts and disclosures included in
the financial statements.

c. A data-gathering system, such as an analytical or reporting tool, that is used in management’s
decision-making about matters that could significantly affect financial reporting.

d. A system that is part of the attest client’s internal controls over financial reporting, including
information systems used to effect internal controls over financial reporting (for example, a system
used to ensure that information produced for the financial statements is accurate). However,
information systems used only in connection with controlling the efficiency and effectiveness of
operations are considered unrelated to the financial statements and accounting records.

Implement a COTS FIS Software Solution

.07

Implementation services involve activities related to an attest client’s information systems after the design
and development of the system. Implementation ceases when the system is available on a regular basis
to the attest client for its intended use. For example, implementation services can include activities such
as installing, configuring, interfacing, customizing, and data translation. Services that are performed post-
implementation, such as the maintenance, support, and monitoring of the system, are not implementation
services.

.08

Threats created by certain COTS implementation services related to the attest client’s FIS may be reduced
to an acceptable level by the application of safeguards; however, in other situations, threats to compliance
with the “Independence Rule” [1.200.001] would be significant and could not be reduced to an acceptable
level by the application of safeguards. These situations are addressed in paragraphs .09–.20 of this
interpretation.

Install a COTS FIS Software Solution

.09

To install a COTS FIS software solution means the initial loading of software on the client’s designated
hosting site. Software configuration, integration, and conversion activities may follow installation.

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.10

When a member installs a COTS FIS software solution, threats to compliance with the “Independence
Rule” [1.200.001] would be at an acceptable level, provided all requirements of the “Nonattest Services”
subtopic [1.295] of the “Independence Rule” are met.

Configure a COTS FIS Software Solution

.11

To configure a COTS FIS software solution means inputting the client-selected features, functionality
options, and settings within the third-party vendor’s software, which determines how the software will
perform certain transactions and process data. Configuration options may also include selecting the
predefined format of certain data attributes and the inclusion or exclusion of such attributes. However, if
the member were to design or develop new software code or features to modify or alter the functionality
of the COTS software solution in ways not predefined by the third-party vendor, this would be considered
designing or developing activities, as described in items (b)–(c) of paragraph .03.

.12

When a member configures a COTS FIS software solution based on client-selected features, functionality
options, and settings within the third-party vendor’s software, threats to compliance with the
“Independence Rule” [1.200.001] would be at an acceptable level provided all requirements of the
“Nonattest Services” subtopic [1.295] of the “Independence Rule” are met.

Customize a COTS FIS Software Solution

.13

To customize a COTS FIS software solution means to modify or enhance the features and functions in
ways that go beyond the options provided by the third-party vendor when configuring the COTS software
solution.

a. Modification involves altering the COTS software solution code to change or add to the functionality
provided by the third-party vendor.

b. Enhancements involve developing new code, external to the COTS software solution, that works in
concert with the COTS software solution to provide altered or additional functionality.

.14

If a member customizes an attest client’s COTS FIS software solution, threats to compliance with the
“Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an
acceptable level by the application of safeguards; independence would be impaired.

Interface a COTS FIS Software Solution

.15

Providing interface services for a COTS FIS software solution means connecting two or more systems by
designing and developing software code that passes data from one system to another. Interfaces may flow
in one direction or be bidirectional. Interfaces may involve the performance of an end-to-end transaction
or they may pass data from one system to another.

.16

If a member provides interface services for a COTS FIS software solution, threats to compliance with
the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced to an

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acceptable level by the application of safeguards; independence would be impaired except as provided
for in paragraph .17.

.17

If a member uses a third-party vendor’s application, such as an application programming interface (API),
to interface legacy or COTS FIS software solutions, threats to independence would be at an acceptable
level, provided the member will not be designing or developing code for the application to work and all
requirements of the “Nonattest Services” subtopic [1.295] of the “Independence Rule” [1.200.001] are met.

Data Translation Services Related to a COTS FIS Software Solution

.18

Performing data translation services for a COTS FIS software solution involves designing and developing
the rules or logic necessary to convert legacy system data to a format compatible with that of the new
system.

.19

If a member performs data translation services for a COTS FIS software solution, threats to compliance
with the “Independence Rule” [1.200.001] would not be at an acceptable level and could not be reduced
to an acceptable level by the application of safeguards and independence would be impaired except as
provided for in paragraph .20.

.20

If a member uses a third-party vendor’s application, such as an API, to perform data translation services
for a COTS FIS software solution, threats to independence would be at an acceptable level, provided the
member will not be designing or developing code for the application to work and all requirements of the
“Nonattest Services” subtopic [1.295] of the “Independence Rule” [1.200.001] are met.

System and Network Maintenance, Support, and Monitoring

.21

Maintenance, support, and monitoring services are activities that are provided after a financial or
nonfinancial system or network is implemented. If post-implementation services involve the attest client
outsourcing an ongoing function, process, or activity to the member that would result in the member
assuming a management responsibility, compliance with the “Independence Rule” [1.200.001] would not
be at an acceptable level and could not be reduced to an acceptable level by the application of safeguards
and independence would be impaired. Examples of services that involve an ongoing function, process, or
activity that would result in the member assuming a management responsibility include services in which
the member directly or indirectly does any of the following:

a. Operates the attest client’s network, such as managing the attest client’s systems or software
applications

b. Supervises client personnel involved in the operation of the attest client’s information systems

c. Has responsibility for monitoring or maintaining the attest client’s network performance

d. Operates or manages the attest client’s information technology help desk

e. Has responsibility to perform ongoing network maintenance, such as updating virus protection
solutions, applying routine updates and patches, or configuring user settings

f. Has responsibility for maintaining the security of the attest client’s networks and systems

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.22

Independence will not be impaired provided all requirements of the “Nonattest Services” subtopic [1.295]
of the “Independence Rule” [1.200.001] are met and the maintenance, support, or monitoring services
are individually separate, distinct, and not ongoing engagements in which the attest client has outsourced
no function, process, or activity to the member that would result in the member assuming a management
responsibility. Examples of services that would not impair independence may include any of the following
services:

a. Analyzing a network and providing observations or recommendations

b. Applying virus protection solutions or updates that the member did not design or develop

c. Applying certain updates and patches that the member did not design or develop

d. Providing advice, training, or instruction on a software solution

e. Assessing the design or operating effectiveness of an attest client’s security over information
technology systems

f. Assessing the attest client’s information technology security policies or practices

Nonauthoritative questions and answers regarding information systems design, implementation, and
integration services are available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/nonattestservicesfaqs.pdf.

1.295.150 Internal Audit

.01 For purposes of this interpretation, internal audit services involve assisting the attest client in the
performance of its internal audit activities, sometimes referred to as “internal audit outsourcing.” When
a member provides internal audit services to an attest client, self-review and management participation
threats to the covered member’s compliance with the “Independence Rule” [1.200.001] may exist.

.02 The attest client’s management is responsible for directing the internal audit function, including the
management thereof. Such responsibilities include, but are not limited to, designing, implementing and
maintaining internal control. Threats to compliance with the “Independence Rule” [1.200.001] would not
be at an acceptable level, cannot be reduced to an acceptable level by the application of safeguards, and
independence would be impaired if the attest client outsources the internal audit function to the member,
whereby the member, in effect, manages the attest client’s internal audit activities.

.03 However, except for the outsourcing services discussed in paragraph .02, threats to compliance with the
“Independence Rule” [1.200.001] would be at an acceptable level and independence would not be impaired
if the member assists the attest client in performing financial and operational internal audit activities,
provided that, in addition to the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule,” the member is satisfied that management

a. designates an individual or individuals who possess suitable skill, knowledge, and experience,
preferably within senior management, to be responsible for the internal audit function.

b. determines the scope, risk, and frequency of internal audit activities, including those the member
will perform in providing the services.

c. evaluates the findings and results arising from the internal audit activities, including those the
member will perform in providing the services.

d. evaluates the adequacy of the audit procedures performed and the findings resulting from the
performance of those procedures.

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.04 For example, if the member applies the safeguards in paragraph .03, the member may assess whether
performance is in compliance with management’s policies and procedures, identify opportunities for
improvement, and recommend improvement or further action for management consideration and decision
making.

.05 The member may assist the individual responsible for the internal audit function in performing preliminary
audit risk assessments, preparing audit plans, and recommending audit priorities. The member should
also be satisfied that those charged with governance are informed about the member’s and management’s
respective roles and responsibilities in connection with the engagement. Such information should provide
those charged with governance a basis for developing guidelines for management and the member to
follow in carrying out these responsibilities and monitoring how well the respective responsibilities have
been met.

.06 Threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable level and
could not be reduced to an acceptable level by the application of safeguards, and independence would
be impaired, if, for example, in addition to those activities listed in the “Management Responsibilities”
interpretation [1.295.030] of the “Independence Rule,” a member

a. performs ongoing evaluations (see paragraph .10 that follows) or control activities (for example,
reviewing loan originations as part of the attest client’s approval process or reviewing customer
credit information as part of the customer’s sales authorization process) that affect the execution of
transactions or ensure that transactions are properly executed or accounted for, or both, and performs
routine activities in connection with the attest client’s operating or production processes that are
equivalent to those of an ongoing compliance or quality control function.

b. performs separate evaluations on the effectiveness of a significant control such that the member is,
in effect, performing routine operations that are built into the attest client’s business process.

c. has attest client management rely on the member’s work as the primary basis for the attest client’s
assertions on the design or operating effectiveness of internal controls.

d. determines which, if any, recommendations for improving the internal control system should be
implemented.

e. reports to the board of directors or audit committee on behalf of management or the individual
responsible for the internal audit function.

f. approves or is responsible for the overall internal audit work plan, including the determination of the
internal audit risk and scope, project priorities, and frequency of performance of audit procedures.

g. is connected with the attest client as an employee or in any capacity equivalent to a member of
management (for example, being listed as an employee in the attest client’s directories or other
attest client publications, permitting himself or herself to be referred to by title or description as
supervising or being in charge of the attest client’s internal audit function, or using the attest client’s
letterhead or internal correspondence forms in communications).

.07 Monitoring activities. Designing, implementing, or maintaining the attest client’s monitoring activities
are management responsibilities. Accordingly, independence would be impaired if a member accepts
responsibility for performing such activities. Monitoring activities are procedures performed to assess
whether components of internal control are present and functioning. Monitoring can be done through
ongoing evaluations, separate evaluations, or some combination of the two. Ongoing evaluations are
generally defined, routine operations built in to the attest client’s business processes and performed
on a real-time basis. Ongoing evaluations, including managerial activities and everyday supervision of
employees, monitor the presence and functioning of the components of internal control in the ordinary
course of managing the business. A member who performs such activities for an attest client would be

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considered to be accepting responsibility for maintaining the attest client’s internal control. Accordingly,
the management participation threat created by a member performing ongoing evaluations is so significant
that no safeguards could reduce the threat to an acceptable level, and thus independence would be
impaired.

.08 Separate evaluations are conducted periodically and generally not ingrained within the business but can
be useful in taking a fresh look at whether internal controls are present and functioning. Such evaluations
include observations, inquiries, reviews, and other examinations, as appropriate, to ascertain whether
controls are designed, implemented, and conducted. The scope and frequency of separate evaluations is a
matter of judgment and vary depending on assessment of risks, effectiveness of ongoing evaluations, and
other considerations. Because separate evaluations are not built into the attest client’s business process,
separate evaluations generally do not create a significant management participation threat to independence.

.09 Members should refer to the Committee of Sponsoring Organizations of the Treadway Commission’s
(COSO’s) Internal Control—Integrated Framework, for additional guidance on monitoring activities and
distinguishing between ongoing and separate evaluations.

.10 Members should use judgment in determining whether otherwise permitted internal audit services
performed may result in a significant management participation threat to independence, considering
factors such as the significance of the controls being tested, the scope or extent of the controls being tested
in relation to the overall financial statements of the attest client, as well as the frequency of the internal
audit services. If the threat to independence is considered significant, the member should apply safeguards
to eliminate or reduce the threat to an acceptable level. If no safeguards could reduce the threat to an
acceptable level, then independence would be impaired.

.11 Attest-related services. Services considered extensions of the member’s audit scope applied in the audit of
the attest client’s financial statements, such as confirming accounts receivable and analyzing fluctuations
in account balances, are not considered internal audit services and would not be subject to this interpretation
even if the extent of such testing exceeds that required by generally accepted auditing standards (GAAS).
In addition, engagements performed under the attestation standards would not be considered internal audit
services and, therefore, would not impair independence.

.12 When a member performs internal audit services that would not impair independence under this
interpretation and is subsequently engaged to perform an attestation engagement to report on
management’s assertion regarding the effectiveness of its internal control, independence would not be
considered impaired, provided the member is satisfied that attest client management does not rely on the
member’s work as the primary basis for its assertion. [Prior reference: paragraph .05 of ET section 101]

[See Revision History Table.]

1.295.155 Investment Advisory or Management

.01 When a member provides investment advisory or management services to an attest client, self-review
and management participation threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] may exist.

.02 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and
independence would not be impaired. For example, a member may

a. recommend the attest client’s allocation of funds among various investments or asset classes based
upon the attest client’s desired rate of return, risk tolerance, or other parameters.

b. perform recordkeeping and reporting of the attest client’s portfolio balances, including providing the
attest client with a comparative analysis of the attest client’s investments to third-party benchmarks.

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c. evaluate the manner in which an attest client’s portfolio is being managed by investment account
managers, including assessing whether the managers are

i. following the guidelines of the attest client’s investment policy statement.

ii. meeting the attest client’s investment objectives.

iii. conforming to the attest client’s stated investment parameters or risk tolerance.

d. transmit an attest client’s investment selection, with the attest client’s consent, to the attest client’s
broker-dealer or equivalent, provided that the attest client has authorized the broker-dealer or
equivalent to execute the transaction.

.03 However, threats to compliance with the “Independence Rule” [1.200.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and independence
would be impaired, if, for example, a member

a. makes investment decisions on behalf of management or otherwise has discretionary authority over
an attest client’s investments.

b. executes a transaction to buy or sell an attest client’s investments.

c. has custody of an attest client’s assets, such as taking temporary possession of securities purchased
by an attest client. [Prior reference: paragraph .05 of ET section 101]

1.295.160 Tax Services

.01 For purposes of this interpretation, tax services include preparation of a tax return, transmittal of a tax
return, and transmittal of any related tax payment to the taxing authority, signing and filing a tax return,
having a power of attorney limited strictly to tax matters; and authorized representation of attest clients
in administrative proceedings before a taxing authority.

.02 For purposes of this interpretation, a tax return includes all tax filings, including informational tax forms
(such as estimated tax vouchers), extension forms, and Forms 990, 5500, 1099, and W-2, filed with a
taxing authority or other regulatory agency.

.03 Preparation and transmittal. When a member prepares a tax return and transmits the tax return and related
tax payment to a taxing authority in paper or electronic form, self-review and management participation
threats to the member’s compliance with the “Independence Rule” [1.200.001] may exist. If the member
applies the “General Requirements for Performing Nonattest Services” interpretation [1.295.040] of the
“Independence Rule,” threats would be at an acceptable level and independence would not be impaired,
provided that the member does not have custody or control over the attest client’s funds or assets and the
individual designated by the attest client to oversee the tax services

a. reviews and approves the tax return and related tax payment.

b. if required for filing, signs the tax return prior to the member transmitting the return to the taxing
authority.

The following are not considered having custody or control over an attest client’s funds: making electronic
tax payments authorized by an attest client pursuant to a taxing authority’s prescribed criteria (as discussed
in paragraph .04), affixing the attest client’s depository account information on a tax return, or remitting
an attest client’s check made payable to the taxing authority.

.04 If the member applies the “General Requirements for Performing Nonattest Services” interpretation
[1.295.040] of the “Independence Rule” [1.200.001], threats would be at an acceptable level and

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independence would not be impaired when a member signs and files a tax return on behalf of management,
provided that the member has the legal authority to do so and

a. the taxing authority has prescribed procedures in place for an attest client to permit a member to
sign and file a tax return on behalf of the attest client (for example, Forms 8879 or 8453), and such
procedures meet, at the minimum, standards for electronic return originators and officers outlined
in Form 8879, or

b. an individual in management who is authorized to sign and file the attest client’s tax return provides
the member with a signed statement that clearly identifies the return being filed and represents that
such individual

i. is authorized to sign and file the tax return.

ii. has reviewed the tax return, including accompanying schedules and statements, and it is true,
correct, and complete to the best of the individual’s knowledge and belief.

iii. authorizes the member or another named individual in the member’s firm to sign and file the
tax return on the attest client behalf.

.05 Authorized representation in administrative proceedings. If the member applies the “General
Requirements for Performing Nonattest Services” interpretation [1.295.040] of the “Independence
Rule” [1.200.001], threats would be at an acceptable level and independence would not be impaired if a
member acts as the attest client’s authorized representative in administrative proceedings before a taxing
authority, provided that the member obtains the attest client’s agreement prior to committing the attest
client to a specific resolution with the taxing authority. [Prior reference: paragraph .05 of ET section 101]

.06 Power of attorney. When a member has an attest client’s power of attorney, the self-review, management
participation, and advocacy threats to the covered member’s compliance with the “Independence
Rule” [1.200.001] may exist. If the member applies the “General Requirements for Performing Nonattest
Services” interpretation [1.295.040] of the “Independence Rule,” threats would be at an acceptable level
and independence would not be impaired, provided that the member’s use of the power of attorney is
limited strictly to tax matters and the member does not bind the attest client to any agreement with a taxing
authority or other regulatory agency. [No prior reference: new content]

.07 Representation in court. Threats to compliance with the “Independence Rule” [1.200.001] would not be at
an acceptable level, and could not be reduced to an acceptable level through the application of safeguards,
and independence would be impaired if a member represents an attest client in court to resolve a tax
dispute. For purposes of this interpretation, court encompasses a tax, district, or federal court of claims
and the equivalent state, local, or foreign forums. [Prior reference: paragraph .05 of ET section 101]

.08 For information about transition provision for engagements commenced prior to February
28, 2007, see www.aicpa.org/interestareas/professionalethics/community/downloadabledocuments/
transistion%20periods.pdf.

Effective Date

.09 Paragraph .06 of this interpretation is effective December 15, 2014.

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsnonattestservices.doc.

In addition, nonauthoritative questions and answers regarding performance tax services are available at
www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/nonattestservicesfaqs.pdf.

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1.297 Independence Standards for Engagements Performed in Accordance With Statements on
Standards for Attestation Engagements

1.297.010 Application of the Independence Rule to Engagements Performed in Accordance With
Statements on Standards for Attestation Engagements

.01 The “Independence Rule” [1.200.001] and its interpretations apply to all attest engagements. However,
when performing engagements to issue reports in accordance with Statements on Standards for Attestation
Engagements (SSAEs), when independence is required or when the member’s compilation report does
not disclose a lack of independence, the covered member needs to be independent with respect to the
responsible party(ies), as defined in the SSAEs.

.02 If the individual or entity that engages the covered member (engaging entity) is not the responsible party,
the covered member need not be independent of that engaging entity. However, because threats to the
member’s compliance with the “Integrity and Objectivity Rule” [1.100.001] and the “Conflicts of Interest”
interpretation [1.110.010] may still exist with respect to the engaging entity, members should comply with
this rule and interpretation.

.03 In addition, application of the “Independence Rule” [1.200.001] is further modified as set forth in the
“Agreed-Upon Procedures Engagements in Accordance With SSAEs” interpretation [1.297.020] and the
“Engagements, Other Than AUPs, Performed in Accordance With SSAEs” interpretation [1.297.030] of
the “Independence Rule.” [Prior reference: paragraph .13 of ET section 101]

[See Revision History Table.]

1.297.020 Agreed-Upon Procedure Engagements Performed in Accordance With SSAEs

.01 For purposes of this interpretation, subject matter is as defined in the SSAEs.

.02 When performing agreed-upon procedures (AUP) engagements in accordance with the SSAEs, the
application of the “Independence Rule” [1.200.001] is modified, as described in the “Application of
the Independence Rule to Engagements Performed in Accordance With Statements on Standards for
Attestation Engagements” interpretation [1.297.010] of the “Independence Rule” and this interpretation.

.03 When providing nonattest services that would otherwise impair independence under the interpretations
of the “Nonattest Services” subtopic [1.295] under the “Independence Rule” [1.200.001], threats would
be at an acceptable level and independence would not be impaired, provided that the nonattest services
do not relate to the specific subject matter of the SSAE engagement. Threats would be at an acceptable
level and independence would also not be impaired if the “General Requirements for Performing Nonattest
Services” interpretation [1.295.040] of the “Independence Rule” were not applied when providing the
nonattest services, provided that the nonattest services do not relate to the specific subject matter of the
AUP engagement.

.04 When a member or member’s firm enters into a staff augmentation arrangement as described in
paragraph .01 of the “Staff Augmentation Arrangements” interpretation [1.275.007], threats would be at
an acceptable level and independence would not be impaired provided that the services performed by the
augmented staff are unrelated to the specific subject matter of the AUP engagement.

.05 In addition, when performing an AUP engagement under the SSAEs, threats would be at an acceptable
level and independence would not be impaired, if the following covered members and their immediate
families are independent of the responsible party(ies):

a. Individuals participating on the AUP engagement team

b. Individuals who directly supervise or manage the AUP engagement partner or partner equivalent

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c. Individuals who consult with the attest engagement team regarding technical or industry-related
issues specific to the AUP engagement

.06 Furthermore, threats to compliance with the “Independence Rule” [1.200.001] would not be at an
acceptable level and could not be reduced to an acceptable level by the application of safeguards, and
independence would be impaired, if the firm had a material financial relationship with the responsible
party(ies) that was covered by any of the following interpretations of the “Independence Rule”:

a. Paragraphs .01–.02 of “Overview of Financial Interests” [1.240.010]

b. “Trustee or Executor” [1.245.010]

c. “Joint Closely Held Investments” [1.265.020]

d. “Loans” [1.260.010] [Prior reference: paragraph .13 of ET section 101]

Effective Date

.07 The addition of partner equivalents to paragraph .05 is effective for engagements covering periods
beginning on or after December 15, 2014.

[See Revision History Table.]

1.297.030 Engagements, Other Than AUPs, Performed in Accordance With SSAEs

.01 For purposes of this interpretation, subject matter is as defined in the SSAEs.

.02 When performing an engagement, other than an AUP, in accordance with the SSAEs, the application of the
“Independence Rule” [1.200.001] is modified, as described in the “Application of the Independence Rule
to Engagements Performed in Accordance With Statements on Standards for Attestation Engagements”
interpretation [1.297.010] of the “Independence Rule” and this interpretation.

.03 When providing nonattest services that would otherwise impair independence under the interpretations
of the “Nonattest Services” subtopic [1.295], threats would be at an acceptable level and independence
would not be impaired if the following safeguards are met:

a. Nonattest services do not relate to the specific subject matter of the SSAE engagement.

b. The “General Requirements for Performing Nonattest Services” interpretation [1.295.040] of the
“Independence Rule” [1.200.001] are met when providing the nonattest service. [Prior reference:
paragraph .13 of ET section 101]

1.298 Breach of an Independence Interpretation

1.298.010 Breach of an Independence Interpretation

Introduction

.01 AICPA bylaws require members to comply with the “Independence Rule” [1.200.001]. This interpretation
provides guidance to assist members in evaluating and addressing the consequences of a breach of an
independence interpretation and the effect on the attest engagement team’s integrity, objectivity, and
professional skepticism so the member or member’s firm can determine if the consequences of a breach
can be satisfactorily addressed. This interpretation also provides specific steps and actions the member
should take when the member becomes aware that a breach of an independence interpretation has occurred.
However, a member’s determination that the consequences of a breach of an independence interpretation
have been satisfactorily addressed will not preclude an investigation or enforcement action. In any case,
the member should be prepared to justify such determination.

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Required Policies and Procedures Established by the Firm

.02 In order for the consequences of an independence breach to be addressed by a member or the member’s
firm pursuant to the provisions of this interpretation, the firm must be compliant with QC section 10, A
Firm’s System of Quality Control (AICPA, Professional Standards), which requires the member’s firm to
have established policies and procedures designed to provide it with reasonable assurance that the firm,
its personnel, and, when applicable, others subject to independence requirements, maintain independence
when required. The policies and procedures should enable the firm to communicate its independence
requirements to its personnel and, when applicable, others subject to them; to identify and evaluate
circumstances and relationships that create threats to independence; and to take appropriate action to
eliminate those threats or reduce them to an acceptable level by applying safeguards or, if effective
safeguards cannot be applied, withdrawing from the engagement. These policies and procedures should
be designed to provide the firm with reasonable assurance that it is notified of breaches of independence
requirements and to enable it to take appropriate actions to resolve such situations.

Breaches Resulting in Significant Threats

.03 In situations in which a partner or professional employee of the firm breaches an independence
interpretation and the threat to independence resulting from the breach is significant such that the attest
engagement team’s integrity, objectivity, and professional skepticism are compromised, the provisions
of this interpretation could not address the consequences of the breach as no actions could be taken to
satisfactorily address the consequences of the breach.

.04 In situations in which the lead attest engagement partner or an individual in a position to influence the
attest engagement either (1) committed the breach or (2) knows of a breach and fails to ensure the breach
is promptly communicated to or known by an appropriate individual within the firm as described in this
interpretation, there is a rebuttable presumption the provisions of this interpretation would not be able to
address the breach as the threats to the attest engagement team’s integrity, objectivity, and professional
skepticism and the threats to the appearance of independence would be considered so significant that no
actions could be taken to satisfactorily address the consequences of the breach.

Identifying and Communicating a Breach

.05 When a breach is identified, the member should, in accordance with his or her firm’s policies and
procedures, promptly communicate the breach to an appropriate individual within the firm, for example,
an individual or individuals with responsibility for the policies and procedures relating to independence,
or the attest engagement partner (the responsible individual).

.06 The responsible individual should report the breach to those who need to take appropriate action and,
when appropriate, should report the breach to relevant network firms. The responsible individual should
be satisfied that the interest or relationship that caused the breach has been terminated, suspended, or
eliminated and should address the consequences of the breach. A consequence of a breach may be that
termination of the attest engagement is necessary.

Evaluating the Significance of a Breach

.07 The responsible individual should evaluate the significance of the breach and its effect on the attest
engagement team’s integrity, objectivity, and professional skepticism and the ability to issue an attest
report. The significance of the breach will depend on factors such as the following:

a. The nature and duration of the breach

b. The number and nature of any previous breaches with respect to the current attest engagement

c. Whether a member of the attest engagement team had knowledge of the interest or relationship that
caused the breach

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d. Whether the individual who caused the breach is a member of the attest engagement team or another
individual for whom there are independence requirements

e. The role of the individual if the breach relates to a member of the attest engagement team

f. The effect of the service, if any, on the accounting records or the attest client’s financial statements
if the breach was caused by the provision of a professional service

g. Whether a partner or partner equivalent of the firm had knowledge of the breach and failed to ensure
that the breach was promptly communicated to an appropriate individual within the firm

h. Whether the breach involved solely an affiliate of a financial statement attest client and if so, the
nature of the affiliate relationship

i. The extent of the self-interest, advocacy, undue influence, or other threats created by the breach

Addressing the Consequences of a Breach

.08 Depending upon the significance of the breach, it may be necessary to terminate the attest engagement
or it may be possible to take action that satisfactorily addresses the consequences of the breach. Certain
breaches described in this interpretation cannot be addressed by the provisions of this interpretation. For all
other breaches, the responsible individual should determine whether satisfactory action can be taken and is
appropriate in the circumstances. In making this determination, the responsible individual should exercise
professional judgment and take into account whether a reasonable and informed third party, weighing the
significance of the breach, the action to be taken, and all the specific facts and circumstances available
to the member at that time, would likely conclude that the attest engagement team’s integrity, objectivity,
and professional skepticism would be compromised and therefore whether independence is impaired.

.09 Examples of actions that the responsible individual may consider include the following:

a. Removing the relevant individual from the attest engagement team

b. Conducting an additional review of the affected attest work or re-performing that work to the extent
necessary; in either case, using different personnel

c. Recommending that the attest client engage another firm to review or re-perform the affected attest
work to the extent necessary

d. Engaging another firm to evaluate the results of the nonattest service or having another firm re-
perform the nonattest service to the extent necessary to enable it to take responsibility for the service
if the breach relates to a nonattest service that affects the accounting records or an amount that is
recorded in the financial statements

Communicating With Those Charged With Governance at the Attest Client

.10 If the responsible individual determines that action cannot be taken to satisfactorily address the
consequences of the breach, the responsible individual should inform those charged with governance as
soon as practicable and take the steps necessary to terminate the attest engagement in compliance with
any applicable legal or regulatory requirements relevant to terminating the attest engagement. Where
termination is not permitted by law or regulation, the responsible individual should comply with any
reporting or disclosure requirements.

.11 If the responsible individual determines that action can be taken to satisfactorily address the consequences
of the breach, the responsible individual should discuss the breach and the action taken or proposed to be
taken with those charged with governance as soon as practicable, unless those charged with governance
have specified an alternative timing for reporting less significant breaches. The matters to be discussed
should include the following:

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a. The significance of the breach, including its nature and duration

b. How the breach occurred and how it was identified

c. The action taken or proposed to be taken and the responsible individual’s rationale for how the action
will satisfactorily address the consequences of the breach and enable the firm to issue the attest report

d. The conclusion that, in the responsible individual’s professional judgment, the integrity, objectivity,
and professional skepticism of the attest engagement team has not been compromised and the
rationale for that conclusion

e. Any steps that the responsible individual has taken or proposes to take to reduce or avoid the risk
of further breaches occurring

.12 The responsible individual should communicate in writing with those charged with governance all matters
discussed in accordance with the paragraph above and obtain the concurrence of those charged with
governance that action can be, or has been, taken to satisfactorily address the consequences of the breach.
The communication shall include a description of the firm’s policies and procedures relevant to the breach
designed to provide it with reasonable assurance that independence is maintained and any steps that the
firm has taken, or proposes to take, to reduce or avoid the risk of further breaches occurring. If those
charged with governance do not concur that the action satisfactorily addresses the consequences of the
breach, the responsible individual should take the steps necessary to terminate the attest engagement,
where permitted by law or regulation, in compliance with any applicable legal or regulatory requirements
relevant to terminating the attest engagement. Where termination is not permitted by law or regulation,
the responsible individual should comply with any reporting or disclosure requirements.

Breaches Relating to Previously Issued Reports

.13 If the breach occurred prior to the issuance of the previous attest report, the responsible individual should
comply with this section in evaluating the significance of the breach and its effect on the attest engagement
team’s objectivity, integrity, and professional skepticism and its ability to issue an attest report in the
current period. The responsible individual should also consider the effect of the breach, if any, on the
attest engagement team’s integrity, objectivity, and professional skepticism in relation to any previously
issued attest reports, and the possibility of withdrawing such attest reports in accordance with professional
standards, and discuss the matter with those charged with governance.

Documentation

.14 The responsible individual should document the breach, the action taken, key decisions made and all
the matters discussed with those charged with governance and any discussions with a professional body,
relevant regulator, or oversight authority. When the firm continues with the attest engagement, the matters
to be documented should also include the conclusion that, in the responsible individual’s professional
judgment, the integrity, objectivity, and professional skepticism of the attest engagement team have not
been compromised and the rationale for why the action taken satisfactorily addressed the consequences
of the breach such that the firm could issue an attest report. Failure to prepare the required documentation
does not impair independence provided the member can demonstrate the member satisfactorily addressed
the consequences of the breach and discussed the breach, the action taken, and key decisions made with
those charged with governance, and as applicable, a professional body, relevant regulator, or oversight
authority. However, failure to prepare the required documentation would be considered a violation of the
“Compliance With Standards Rule” [1.310.001].

.15 Refer to the “Unsolicited Financial Interests” interpretation [1.240.020] of the “Independence
Rule” [1.200.001] for guidance on unsolicited financial interests.

Effective Date

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.16 This interpretation is effective March 31, 2016. Early implementation is allowed.

1.300 General Standards

1.300.001 General Standards Rule

.01 A member shall comply with the following standards and with any interpretations thereof by bodies
designated by Council:

a. Professional Competence. Undertake only those professional services that the member or the
member’s firm can reasonably expect to be completed with professional competence.

b. Due Professional Care. Exercise due professional care in the performance of professional services.

c. Planning and Supervision. Adequately plan and supervise the performance of professional services.

d. Sufficient Relevant Data. Obtain sufficient relevant data to afford a reasonable basis for conclusions
or recommendations in relation to any professional services performed.

(See appendix A, “Council Resolution Designating Bodies to Promulgate Technical Standards.”) [Prior
reference: paragraph .01 of ET section 201]

Interpretations Under the General Standards Rule

1.300.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “General Standards Rule” [1.300.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Members in Public
Practice” [1.000.010].

.02 A member would be considered in violation of the “General Standards Rule” [1.300.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.300.010 Competence

.01 Competence, in this context, means that the member or member’s staff possess the appropriate technical
qualifications to perform professional services and that the member, as required, supervises and evaluates
the quality of work performed. Competence encompasses knowledge of the profession’s standards, the
techniques and technical subject matter involved, and the ability to exercise sound judgment in applying
such knowledge in the performance of professional services.

.02 A member’s agreement to perform professional services implies that the member has the necessary
competence to complete those services according to professional standards and to apply the member’s
knowledge and skill with reasonable care and diligence. However, the member does not assume a
responsibility for infallibility of knowledge or judgment.

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.03 The member may have the knowledge required to complete the services in accordance with professional
standards prior to performance. A normal part of providing professional services involves performing
additional research or consulting with others to gain sufficient competence.

.04 If a member is unable to gain sufficient competence, the member should suggest, in fairness to the client
and public, the engagement of a competent person to perform the needed professional service, either
independently or as an associate. [Prior reference: paragraph .02 of ET section 201]

1.300.020 Supervision of a Specialist on Consulting Engagements

.01 A member who employs a specialist to perform consulting services for the member’s clients must be
qualified to supervise and evaluate the work of that specialist. Although the member is not required to be
able to perform each of the specialist’s tasks, the member should be able to define the tasks and evaluate
the end product. [Prior reference: paragraphs .017–.018 of ET section 291]

1.300.030 Submission of Financial Statements

.01 When a member prepares or submits financial statements as a stockholder, a partner, a director, an officer,
or an employee of an entity using the firm’s letterhead or similar identification, the member should comply
with the “Compliance With Standards Rule” [1.310.001], including any requirements to disclose a lack
of independence in the member’s report.

.02 Refer to the “Use of a CPA Credential” interpretation [2.400.100] of the “Acts Discreditable
Rule” [2.400.001] and the “Submission of Financial Statements” interpretation [2.300.030] of the “General
Standards Rule” [2.300.001] for additional guidance. [Prior reference: paragraphs .019–.020 of ET section
291]

1.300.040 Use of a Third-Party Service Provider

.01 A member who uses a third-party service provider to assist the member in providing professional services
such as bookkeeping, tax preparation, or consulting or attest services, including related clerical or data
entry functions, is required to comply with the “General Standards Rule” [1.300.001] and the “Compliance
With Standards Rule” [1.310.001]. To accomplish this,

a. before using a third-party service provider, the member should ensure that the third-party service
provider has the required professional qualifications, technical skills, and other resources. Factors
that can be helpful in evaluating a prospective third-party service provider include business,
financial, and personal references from banks, other CPAs, and other customers of the third-party
service provider; the third-party service provider’s professional reputation and recognition in the
community; published materials (articles and books that he or she has authored); and the member’s
personal evaluation of the third-party service provider.

b. the member must adequately plan and supervise the third-party service provider’s professional
services so that the member ensures that the services are performed with competence and due
professional care. The member must also obtain sufficient relevant data to support the work product
and comply with all technical standards applicable to the professional services.

.02 The member’s responsibility for planning and supervising the third-party service provider’s work does
not extend beyond the requirements of applicable professional standards, which may vary depending upon
the nature of the member’s engagement.

.03 Refer to the “Use of a Third-Party Service Provider” interpretation [1.150.040] of the “Integrity and
Objectivity Rule” [1.100.001] and the “Disclosing Information to a Third-Party Service Provider”
interpretation [1.700.040] of the “Confidential Client Information Rule” [1.700.001] for additional
guidance. [Prior references: paragraphs .015–.016 and .023–.024 of ET section 291]

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A nonauthoritative basis-for-conclusion document summarizing considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsoutsourcing.pdf.

1.310 Compliance With Standards

1.310.001 Compliance With Standards Rule

.01 A member who performs auditing, review, compilation, management consulting, tax, or other professional
services shall comply with standards promulgated by bodies designated by Council.

.02 See Appendix A “Council Resolution Designating Bodies to Promulgate Technical Standards.” [Prior
reference: paragraph .01 of ET section 202]

A nonauthoritative question and answer regarding use of standards that have not been established by a body
designated by AICPA Council is available in the FAQ at www.aicpa.org/interestareas/professionalethics/resources/
tools/downloadabledocuments/ethics-general-faqs.pdf.

In addition, a nonauthoritative question and answer regarding whether a member needs to comply with the Standards
for Consulting Services when providing consulting services but not holding out as a CPA is available in the
FAQ document at www.aicpa.org/interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-
general-faqs.pdf.

Interpretations Under the Compliance with Standards Rule

1.310.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Compliance With Standards Rule” [1.310.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Compliance With Standards Rule” [1.310.001] if the
member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.320 Accounting Principles

1.320.001 Accounting Principles Rule

.01 A member shall not (1) express an opinion or state affirmatively that the financial statements or other
financial data of any entity are presented in conformity with generally accepted accounting principles or
(2) state that he or she is not aware of any material modifications that should be made to such statements or
data in order for them to be in conformity with generally accepted accounting principles, if such statements

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or data contain any departure from an accounting principle promulgated by bodies designated by Council
to establish such principles that has a material effect on the statements or data taken as a whole. If, however,
the statements or data contain such a departure and the member can demonstrate that due to unusual
circumstances the financial statements or data would otherwise have been misleading, the member can
comply with the rule by describing the departure, its approximate effects, if practicable, and the reasons
why compliance with the principle would result in a misleading statement.

.02 See appendix A “Council Resolution Designating Bodies to Promulgate Technical Standards.” [Prior
reference: paragraph .01 of ET section 203]

Interpretations Under the Accounting Standards Rule

1.320.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Accounting Principles Rule” [1.320.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Accounting Principles Rule” [1.320.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.320.010 Responsibility for Affirming That Financial Statements Are in Conformity With the
Applicable Financial Reporting Framework

.01 A member shall not state affirmatively that an entity’s financial statements or other financial data are
presented in conformity with generally accepted accounting principles (GAAP) if such statements or
data contain any departure from an accounting principle promulgated by a body designated by Council
to establish such principles. Members who affirm that financial statements or other financial data are
presented in conformity with GAAP should comply with the “Accounting Principles Rule” [1.320.001].
A member’s representation in a letter or other communication that an entity’s financial statements are in
conformity with GAAP may be considered an affirmative statement within the meaning of this rule with
respect to the member who signed the letter or other communication (for example, the member signed a
report to a regulatory authority). [Prior reference: paragraph .05 of ET section 203]

1.320.020 Status of Financial Accounting Standards Board, Governmental Accounting Standards
Board, Federal Accounting Standards Advisory Board, and International Accounting Standards
Board Interpretations

.01 The “Accounting Principles Rule” [1.320.001] authorizes Council to designate bodies to establish
accounting principles. Council has designated the Financial Accounting Standards Board (FASB) as such
a body and has resolved that FASB Accounting Standards Codification® (ASC) constitutes accounting
principles as contemplated in the rule. Council designated the Governmental Accounting Standards Board
(GASB), with respect to Statements of Governmental Accounting Standards issued in July 1984 and
thereafter, as the body to establish financial accounting principles for state and local governmental entities,

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pursuant to the “Accounting Principles Rule.” Council designated the Federal Accounting Standards
Advisory Board (FASAB), with respect to Statements of Federal Accounting Standards adopted and issued
in March 1993 and subsequently, as the body to establish accounting principles for federal government
entities, pursuant to the “Accounting Principles Rule.” Council designated the International Accounting
Standards Board (IASB) as an accounting body for purposes of establishing international financial
accounting and reporting principles.

.02 Reference to GAAP in the “Accounting Principles Rule” [1.320.001] means those accounting principles
promulgated by bodies designated by Council, which are listed in paragraph .01 and in appendix A,
“Council Resolution Designating Bodies to Promulgate Technical Standards.”

.03 The Professional Ethics Division will look to the codification or statements and any interpretations thereof
issued by FASB, GASB, FASAB, or IASB in determining whether a member has departed from an
accounting principle established by a designated accounting standard-setter in FASB ASC, a Statement
of Governmental Accounting Standards, a Statement of Federal Accounting Standards, or International
Financial Reporting Standards (IFRS). [Prior reference: paragraph .03 of ET section 203]

1.320.030 Departures From Generally Accepted Accounting Principles

.01 It is difficult to anticipate all the circumstances in which accounting principles may be applied. However,
there is a strong presumption that adherence to GAAP would, in nearly all instances, result in financial
statements that are not misleading. The “Accounting Principles Rule” [1.320.001] recognizes that, upon
occasion, there may be unusual circumstances when the literal application of GAAP would have the effect
of rendering financial statements misleading. In such cases, the proper accounting treatment to apply is
that which will not render the financial statements misleading.

.02 The question of what constitutes unusual circumstances, as referred to in the “Accounting Principles
Rule” [1.320.001], is a matter of professional judgment involving the ability to support the position that
adherence to a promulgated principle within GAAP would be regarded generally by reasonable persons
as producing misleading financial statements.

.03 Examples of circumstances that may justify a departure from GAAP include new legislation or evolution of
a new form of business transaction. Examples of circumstances that do not justify departures from GAAP
include an unusual degree of materiality or conflicting industry practices. [Prior reference: paragraph .02
of ET section 203]

.04 If the statements or data contain such departures, see the “Accounting Principles Rule” [1.320.001] for
further guidance.

1.320.040 Financial Statements Prepared Pursuant to Financial Reporting Frameworks Other Than
GAAP

.01 Reference to GAAP in the “Accounting Principles Rule” [1.320.001] means those accounting principles
promulgated by bodies designated by Council, which are listed in appendix A. The bodies designed by
Council to promulgate accounting principles are

a. FASAB,

b. FASB,

c. GASB, and

d. IASB.

.02 Financial statements prepared pursuant to other accounting principles would be considered
financial reporting frameworks other than GAAP within the context of the “Accounting Principles
Rule” [1.320.001].

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.03 However, the “Accounting Principles Rule” [1.320.001] does not preclude a member from preparing or
reporting on client financial statements that have been prepared pursuant to financial reporting frameworks
other than GAAP, such as

a. financial reporting frameworks generally accepted in another country, including jurisdictional
variations of IFRS such that the client’s financial statements do not meet the requirements for full
compliance with IFRS, as promulgated by the IASB;

b. financial reporting frameworks prescribed by an agreement or a contract; or

c. other special purpose frameworks, including statutory financial reporting provisions required by law
or a U.S. or foreign governmental regulatory body to whose jurisdiction the entity is subject.

.04 In such circumstances, however, the client’s financial statements and member’s reports thereon should
not purport that the financial statements are in accordance with GAAP, and the financial statements or
reports on those financial statements, or both, should clarify the financial reporting framework(s) used.
[Prior reference: paragraph .06 of ET section 203]

1.400 Acts Discreditable

1.400.001 Acts Discreditable Rule

.01 A member shall not commit an act discreditable to the profession. [Prior reference: paragraph .01 of ET
section 501]

Interpretations Under the Acts Discreditable Rule

1.400.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Acts Discreditable Rule” [1.400.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Members in Public
Practice” [1.000.010].

.02 A member would be considered in violation of the “Acts Discreditable Rule” [1.400.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.400.010 Discrimination and Harassment in Employment Practices

.01 A member would be presumed to have committed an act discreditable to the profession, in violation
of the “Acts Discreditable Rule” [1.400.001] if a final determination, no longer subject to appeal, is
made by a court or an administrative agency of competent jurisdiction that a member has violated any
antidiscrimination laws of the United States, a state, or a municipality, including those related to sexual
and other forms of harassment. [Prior reference: paragraph .03 of ET section 501]

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1.400.020 Solicitation or Disclosure of CPA Examination Questions and Answers

.01 A member who solicits or knowingly discloses the Uniform CPA Examination question(s) or answer(s), or
both, without the AICPA’s written authorization shall be considered to have committed an act discreditable
to the profession, in violation of the “Acts Discreditable Rule” [1.400.001]. [Prior reference: paragraph .07
of ET section 501]

1.400.030 Failure to File a Tax Return or Pay a Tax Liability

.01 A member who fails to comply with applicable federal, state, or local laws or regulations regarding (a) the
timely filing of the member’s personal tax returns or tax returns of the member’s firm that the member has
the authority to timely file or (b) the timely remittance of all payroll and other taxes collected on behalf
of others may be considered to have committed an act discreditable to the profession, in violation of the
“Acts Discreditable Rule” [1.400.001]. [Prior reference: paragraph .08 of ET section 501]

1.400.040 Negligence in the Preparation of Financial Statements or Records

.01 A member shall be considered in violation of the “Acts Discreditable Rule” [1.400.001] if the member, by
virtue of his or her negligence, does any of the following:

a. Makes, or permits or directs another to make, materially false and misleading entries in the financial
statements or records of an entity.

b. Fails to correct an entity’s financial statements that are materially false and misleading when the
member has the authority to record an entry.

c. Signs, or permits or directs another to sign, a document containing materially false and misleading
information. [Prior reference: paragraph .05 of ET section 501]

1.400.050 Governmental Bodies, Commissions, or Other Regulatory Agencies

.01 Many governmental bodies, commissions, or other regulatory agencies have established requirements,
such as audit standards, guides, rules, and regulations, that members are required to follow in the
preparation of financial statements or related information or in performing attest or similar services for
entities subject to their jurisdiction. For example, the SEC; the Federal Communications Commission;
state insurance commissions; and other regulatory agencies, such as the PCAOB, have established such
requirements.

.02 If a member prepares financial statements or related information for purposes of reporting to such bodies,
commissions, or regulatory agencies, the member should follow the requirements of such organizations,
in addition to the applicable financial reporting framework.

.03 If a member agrees to perform an attest or a similar service for the purpose of reporting to such bodies,
commissions, or regulatory agencies, the member should follow such requirements, in addition to the
applicable financial reporting framework.

.04 A member’s material departure from such requirements would be considered a violation of the “Acts
Discreditable Rule” [1.400.001] unless the member discloses in the financial statements or his or her
report, as applicable, that such requirements were not followed and the applicable reasons. [Prior reference:
paragraph .06 of ET section 501]

1.400.055 Governmental Audits

.01 Engagements for audits of government grants, government units, or other recipients of government monies
typically require that such audits be in compliance with government audit standards, guides, procedures,
statutes, rules, and regulations, in addition to GAAS.

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.02 If a member accepts such an engagement and undertakes an obligation to follow specified government
audit standards, guides, procedures, statutes, rules, and regulations, the member is obligated to follow such
requirements, in addition to GAAS.

.03 Failure to do so is a violation of the “Acts Discreditable Rule” [1.400.001] unless the member discloses
in his or her report that such requirements were not followed and the applicable reasons for not following
the requirements. [Prior reference: paragraph .04 of ET section 501]

1.400.060 Indemnification and Limitation of Liability Provisions

.01 Certain governmental bodies, commissions, or other regulatory agencies (collectively, regulators) have
established requirements through laws, regulations, or published interpretations that

a. prohibit entities subject to their regulation (regulated entity) from including certain types of
indemnification and limitation of liability provisions in agreements for the performance of audit or
other attest services that are required by such regulators or

b. provide that the existence of such provisions disqualifies a member from rendering such services
to these entities.

For example, federal banking regulators, state insurance commissions, and the SEC have established such
requirements.

.02 If a member enters into or directs or knowingly permits another individual to enter into a contract for the
performance of audit or other attest services that are subject to the requirements of these regulators, the
member should not include or knowingly permit or direct another individual to include an indemnification
or limitation of liability provision that would cause the regulated entity or a member to be in violation of
such requirements or disqualify a member from providing such services to the regulated entity. A member
who enters into or directs or knowingly permits another individual to enter into such an agreement for the
performance of audit or other attest services would be considered in violation of the “Acts Discreditable
Rule” [1.400.001].

.03 Refer to the “Indemnification of a Covered Member” [1.228.010] and “Indemnification of an Attest
Client” [1.228.020] interpretations of the “Independence Rule” [1.200.001] for additional guidance. [Prior
reference: paragraph .09 of ET section 501]

1.400.070 Confidential Information Obtained From Employment or Volunteer Activities

.01 A member should maintain the confidentiality of his or her employer’s or firm’s (employer) confidential
information and should not use or disclose any confidential employer information obtained as a result of
an employment relationship, such as discussions with the employer’s vendors, customers, or lenders (for
example, any confidential information pertaining to a current or previous employer, subsidiary, affiliate,
or parent thereof, as well as any entities for which the member is working in a volunteer capacity).

.02 For purposes of this interpretation, confidential employer information is any proprietary information
pertaining to the employer or any organization for whom the member may work in a volunteer capacity
that is not known to be available to the public and is obtained as a result of such relationships.

.03 A member should be alert to the possibility of inadvertent disclosure, particularly to a close business
associate or close relative or immediate family member. The member should also take reasonable steps to
ensure that staff under his or her control or others within the employing organization and persons from
whom advice and assistance are obtained are aware of the confidential nature of the information.

.04 When a member changes employment, a member should not use confidential employer information
acquired as a result of a prior employment relationship to his or her personal advantage or the advantage of
a third party, such as a current or prospective employer. The requirement to maintain the confidentiality of
an employer’s confidential information continues even after the end of the relationship between a member

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and the employer. However, the member is entitled to use experience and expertise gained through prior
employment relationships.

.05 A member would be considered in violation of the “Acts Discreditable Rule” [1.400.001] if the member
discloses or uses any confidential employer information acquired as a result of employment or volunteer
relationships without the proper authority or specific consent of the employer or organization for whom
the member may work in a volunteer capacity, unless there is a legal or professional responsibility to use
or disclose such information.

.06 The following are examples of situations in which members are permitted or may be required to disclose
confidential employer information or when such disclosure may be appropriate:

a. Disclosure is permitted by law and authorized by the employer.

b. Disclosure is required by law, for example, to

i. comply with a validly issued and enforceable subpoena or summons or

ii. inform the appropriate public authorities of violations of law that have been discovered.

c. There is a professional responsibility or right to disclose information, when not prohibited by law, to

i. initiate a complaint with, or respond to any inquiry made by, the Professional Ethics Division
or trial board of the AICPA or a duly constituted investigative or disciplinary body of a state
CPA society, board of accountancy, or other regulatory body;

ii. protect the member’s professional interests in legal proceedings;

iii. comply with professional standards and other ethics requirements; or

iv. report potential concerns regarding questionable accounting, auditing, or other matters to the
employer’s confidential complaint hotline or those charged with governance.

d. Disclosure is permitted on behalf of the employer to

i. obtain financing with lenders;

ii. communicate with vendors, clients , and customers; or

iii. communicate with the employer’s external accountant, attorneys, regulators, and other
business professionals.

.07 In deciding whether to disclose confidential employer information, relevant factors to consider include
the following:

a. Whether all the relevant information is known and substantiated to the extent that it is practicable.
When the situation involves unsubstantiated facts, incomplete information, or unsubstantiated
conclusions, the member should use professional judgment in determining the type of disclosure to
be made, if any.

b. Whether the parties to whom the communication may be addressed are appropriate recipients.

.08 A member may wish to consult with his or her legal counsel prior to disclosing, or determining whether
to disclose, confidential employer information.

.09 Refer to the “Subordination of Judgment” interpretation [1.130.020] of the “Integrity and Objectivity
Rule” [1.100.001] and the “Confidential Information” topic [1.700] for additional guidance. [Prior
reference: paragraph .10 of ET section 501]

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1.400.090 False, Misleading, or Deceptive Acts in Promoting or Marketing Professional Services

.01 A member would be in violation of the “Acts Discreditable Rule” [1.400.001] if the member promotes
or markets the member’s abilities to provide professional services or makes claims about the member’s
experience or qualifications in a manner that is false, misleading, or deceptive.

.02 Promotional efforts would be false, misleading, or deceptive if they contain any claim or representation
that would likely cause a reasonable person to be misled or deceived. This includes any representation
about CPA licensure or any other professional certification or accreditation that is not in compliance with
the requirements of the relevant licensing authority or designating body.

.03 Refer to the “False, Misleading, or Deceptive Acts in Advertising or Solicitations” interpretation
[1.600.010] of the “Advertising and Other Forms of Solicitation Rule” [1.600.001] for additional guidance.
[No prior reference: new content]

Effective Date

.04 Effective December 15, 2014.

1.400.100 Use of the CPA Credential

.01 A member should refer to applicable state accountancy laws and board of accountancy rules and regulations
for guidance regarding the use of the CPA credential. A member who fails to follow the accountancy laws,
rules, and regulations on use of the CPA credential in any of the jurisdictions in which the CPA practices
would be considered to have used the CPA credential in a manner that is false, misleading, or deceptive
and in violation of the “Acts Discreditable Rule” [1.400.001]. [Prior reference .12 section 501]

1.400.200 Records Requests

Terminology

.01 The following terms are defined here solely for use with this interpretation:

a. A client includes current and former clients.

b. A member means the member or the member’s firm.

c. Client-provided records are accounting or other records, including hardcopy and electronic
reproductions of such records, belonging to the client that were provided to the member by, or on
behalf of, the client.

d. Member-prepared records are accounting or other records that the member was not specifically
engaged to prepare and that are not in the client’s books and records or are otherwise not
available to the client, thus rendering the client’s financial information incomplete. Examples include
adjusting, closing, combining, or consolidating journal entries (including computations supporting
such entries) and supporting schedules and documents that the member proposed or prepared as part
of an engagement (for example, an audit).

e. Member’s work products are deliverables set forth in the terms of the engagement, such as tax returns.

f. Working papers are all other items prepared solely for purposes of the engagement and include items
prepared by the

i. member, such as audit programs, analytical review schedules, and statistical sampling results
and analyses.

ii. client at the request of the member and reflecting testing or other work done by the member.

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g. Make records available means to provide the records in any format that is usable and accessible,
whether electronic or otherwise, regardless of the format in which they were received.

h. Beneficiary is a person or entity for which the engaging entity has requested the member to perform
professional services.

Applicability

.02 When a person or entity engages a member to perform professional services (engaging entity) with respect
to a beneficiary, the member will be considered in compliance with the requirements of this interpretation
related to client-provided records if the member makes these records available to the person or entity that
provided the records to the member or to the individual designated or held out as the entity’s or individual’s
representative.

.03 The member will be considered in compliance with the requirements of this interpretation related to
member-prepared records and a member’s work products if the member makes such records and work
products available to the beneficiary or to the individual designated or held out as the beneficiary’s
representative. For example, if a company engages a member to perform personal tax services for the
benefit of its executives, the member would be in compliance with the interpretation if the member made
the tax returns available to the executives (see the “Confidential Client Information Rule” [1.700.001]).

.04 When an engaging entity engages a member to perform professional services with respect to another entity
that is not the beneficiary of the professional services, absent an agreement stating otherwise, the member
would be in compliance with the requirements of this interpretation related to a member’s work products
if the member made such work products available to the engaging entity or to the individual designated or
held out as the engaging entity’s representative. For example, if a company engaged a member to value the
assets of another company for a possible acquisition, absent an agreement stating otherwise, the member
would be in compliance with this interpretation if the member made the valuation report available only
to the engaging entity.

Interpretation

.05 Members must comply with the rules and regulations of authoritative regulatory bodies, such as the
member’s state board(s) of accountancy, when the member performs services for a client and is subject to
the rules and regulations of such regulatory bodies. For example, a member’s state board(s) of accountancy
may not permit a member to withhold certain records, even though fees are due to the member for the work
performed. Failure to comply with the more restrictive provisions of the applicable regulatory body’s rules
and regulations concerning the return of certain records would constitute a violation of this interpretation.

.06 When an initial request for client-provided records is received, the member should make those records in
the member’s custody or control available to the person or entity that provided the records to the member.
The member may charge a reasonable fee for the time and expense incurred to retrieve, copy, and ship
such records; however, the client-provided records may not be withheld for nonpayment of such fees.

.07 A member and the client or beneficiary may agree to terms other than those stated in this paragraph. When
this occurs, the member should respond in accordance with such agreement. Otherwise, a member should
respond to a request for member-prepared records or a member’s work products that are in the member’s
custody or control and that have not previously been made available to the client or, if applicable, to the
beneficiary as follows:

a. The member should make available member-prepared records relating to a completed and issued
work product; however, such records may be withheld if fees are due to the member for that specific
work product.

b. Member’s work products should be made available; however, such work products may be withheld if

i. fees are due to the member for the specific work product;

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ii. the work product is incomplete;

iii. for purposes of complying with professional standards (for example, withholding an audit
report with outstanding audit issues); or

iv. threatened or outstanding litigation exists concerning the engagement or the member’s work.

.08 Once a member has complied with paragraphs .02–.07, the member is under no ethical obligation to

a. comply with any subsequent requests to again make records or copies of records available. However,
if after complying with a request, a loss of records due to a natural disaster or an act of war is
experienced, the member should, when practicable, comply with an additional request to make such
records available.

b. retain records for periods that exceed applicable professional standards, state and federal statutes
and regulations, and contractual agreements relating to the service performed. [Prior reference:
paragraph .02 of ET section 501]

c. make the records available to any other associated party, such as the general partner, majority
shareholder, or spouse. [Prior reference: paragraphs .377–.378 of ET section 591]

.09 Working papers are the member’s property, and the member is not required to make such information
available. However, state and federal statutes and regulations and contractual agreements may impose
additional requirements on the member.

.10 In fulfilling a request for the member’s copy of client-provided records that was previously made available
to the client or a party identified in paragraph .02, member-prepared records, or a member’s work products,
the member may

a. charge a reasonable fee for the time and expense incurred to retrieve, copy, and ship such records
and require payment before the member makes the records available.

b. make the requested records available in any usable and accessible format. However, the member is
not required to convert records that are not in electronic format to electronic format. If the records
are requested in a specific format and the records are available in such format within the member’s
custody and control, the request should be honored. In addition, the member is not required to make
formulas available, unless the member was engaged to make such formulas available as part of
a completed work product or the formulas were used to create member-prepared records without
which the client’s financial information would be incomplete.

c. make and retain copies of any records that the member already made available.

.11 When a member is required to return or make records available, the member should comply as soon as
practicable but, absent extenuating circumstances, no later than 45 days after the request is made.

.12 The fact that the statutes of the state in which the member practices grant the member a lien on certain
records in his or her custody or control does not relieve the member of his or her obligation to comply with
this interpretation. [Prior reference: paragraph .02 of ET section 501]

.13 A member would be considered in violation of the “Acts Discreditable Rule” [1.400.001] if the member
does not comply with the requirements of this interpretation.

Nonauthoritative questions and answers are available in the Ethics FAQ at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

[See Revision History Table.]

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1.400.205 Transfer of Files and Return of Client Records in Sale, Transfer, Discontinuance or
Acquisition of a Practice

Sale or Transfer of Member’s Practice

.01 A member or member’s firm (member) that sells or transfers all or part of the member’s practice to another
person, firm, or entity (successor firm) and will no longer retain any ownership in the practice should do
all of the following:

a. Submit a written request to each client subject to the sale or transfer, requesting the client’s consent
to transfer its files to the successor firm and, notify the client that its consent may be presumed
if it does not respond to the member’s request within a period of not less than 90 days, unless
prohibited by law, including but not limited to the rules and regulations of the applicable state boards
of accountancy. The member should not transfer any client files to the successor firm until either
the client’s consent is obtained or the 90 days has lapsed, whichever is shorter. The member is
encouraged to retain evidence of consent, whether obtained from the client or presumed after 90 days.

b. With respect to files not subject to the sale or transfer, make arrangements to return any client
records that the member is required to provide to the client as set forth in the “Records Request”
interpretation [1.400.200] unless the member and client agree to some other arrangement.

.02 In cases in which the member is unable to contact the client, client files and records not transferred should
be retained in a confidential manner and in accordance with the firm’s record retention policy or as required
by applicable legal or regulatory requirements, whichever is longer. When practicing before the IRS or
other taxing authorities or regulatory bodies, members should ensure compliance with any requirements
that are more restrictive.

Discontinuation of Member’s Practice

.03 A member who discontinues his or her practice but does not sell or transfer the practice to a successor
firm, should do all of the following:

a. Notify each client in writing of the discontinuation of the practice. The member is encouraged to
retain evidence of notification made to clients. The member is not required to provide notification
to former clients of the firm.

b. Make arrangements to return any client records that the member is required to provide to the client
as set forth in the “Records Request” interpretation [1.400.200] unless the member and client agree
to some other arrangement.

.04 In cases in which the member is unable to contact the client, client files should be retained in a confidential
manner and in accordance with the firm’s record retention policy or as required by applicable legal or
regulatory requirements, whichever is longer. When practicing before the IRS or other taxing authorities
or regulatory bodies, members should ensure compliance with any requirements that are more restrictive.

Acquisition of Practice by a Member

.05 A member who acquires all or part of a practice from another person, firm, or entity (predecessor firm)
should be satisfied that all clients of the predecessor firm subject to the acquisition have, as required in
paragraph .01, consented to the member’s continuation of professional services and retention of any client
files or records the successor firm retains

.06 A member will be considered in violation of the “Acts Discreditable Rule” [1.400.001] if the member does
not comply with any of the requirements of this interpretation.

Effective Date

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.07 This interpretation is effective June 30, 2017. Early implementation is allowed.

Nonauthoritative questions and answers related to form of communication and transfer of client files to another partner
in the firm or during a merger are available in the FAQ document at www.aicpa.org/interestareas/professionalethics/
resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.400.210 Removing Client Files or Proprietary Information From a Firm

.01 A member whose employment relationship is terminated would be considered in violation of the “Acts
Discreditable Rule” [1.400.001] if the member takes or retains (a) originals or copies (in any format) from
the firm’s client files or (b) proprietary information without the firm’s permission, unless the member has
a contractual arrangement with the firm allowing such action. [Prior reference: paragraphs .381–.382 of
ET section 591]

.02 A firm’s ownership agreement would govern ownership of client files and proprietary information;
accordingly, this interpretation would not apply to owners of firms. [No prior reference: new content]

Effective Date

.03 Paragraph .02 of this interpretation is effective December 15, 2014.

1.400.240 Use of Confidential Information From Nonclient Sources

.01 If a member discloses confidential information obtained from a prospective client or nonclient without
consent, the member would be in violation of the “Acts Discreditable Rule” [1.400.001]. [Prior reference:
paragraphs .027–.028 of ET section 391 and new content]

Effective Date

.02 This interpretation is effective December 15, 2014.

1.500 Fees and Other Types of Remuneration

1.500.008 Unpaid Fees

.01 Refer to the “Fees” topic [1.230] of the “Independence Rule” [1.200.001] for guidance. [No prior reference:
new content]

Effective Date

.02 Effective December 15, 2014.

1.510 Contingent Fees

1.510.001 Contingent Fees Rule

.01 A member in public practice shall not

a. Perform for a contingent fee any professional services for, or receive such a fee from a client for
whom the member or the member’s firm performs,

i. an audit or review of a financial statement; or

ii. a compilation of a financial statement when the member expects, or reasonably might expect,
that a third party will use the financial statement and the member’s compilation report does
not disclose a lack of independence; or

iii. an examination of prospective financial information; or

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b. Prepare an original or amended tax return or claim for a tax refund for a contingent fee for any client.

.02 The prohibition in a. above applies during the period in which the member or member’s firm is engaged
to perform any of the services listed above and the period covered by any historical financial statements
involved in any such listed services.

.03 Except as stated in the next sentence, a contingent fee is a fee established for the performance of any
service pursuant to an arrangement in which no fee will be charged unless a specified finding or result
is attained, or in which the amount of the fee is otherwise dependent upon the finding or result of such
service. Solely for purposes of this rule, fees are not regarded as being contingent if fixed by courts or
other public authorities, or, in tax matters, if determined based on the results of judicial proceedings or
the findings of governmental agencies.

.04 A member’s fees may vary depending, for example, on the complexity of services rendered. [Prior
reference: paragraph .01 of ET section 302]

Interpretations Under the Contingent Fees Rule

1.510.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Contingent Fees Rule” [1.510.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Members in Public
Practice” [1.000.010].

.02 A member would be considered in violation of the “Contingent Fees Rule” [1.510.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.510.010 Tax Matters

.01 This interpretation defines certain terms used in the “Contingent Fees Rule” [1.510.001] and provides
examples of the application of the rule in tax matters. When practicing before the IRS or before other
taxing authorities, members should also comply with other applicable and more restrictive requirements.

Contingent Fee Language

.02 Preparation of an original or amended tax return or claim for tax refund includes giving advice on events
that have occurred at the time that the advice is given if such advice is directly relevant to determining the
existence, character, or amount of a schedule, an entry, or another portion of a return or claim for refund

.03 A fee is considered determined based on the findings of governmental agencies and, therefore, is not a
contingent fee if the member can demonstrate a reasonable expectation, at the time of a fee arrangement,
that a government agency will provide substantive consideration of the subject matter with respect to the
member’s client. Such an expectation is not reasonable if the member prepares a client’s original tax returns
as outlined in paragraph .02 above.

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Examples of When a Contingent Fee Is Permitted

.04 The following are examples of circumstances in which a contingent fee is permitted under the “Contingent
Fees Rule” [1.510.001]:

a. Representing a client in connection with a revenue agent’s examination of the client’s federal or
state income tax return

b. Filing an amended federal or state income tax return claiming a tax refund based on a tax issue that is
the subject of a test case involving a different taxpayer or with respect to which the taxing authority
is developing a position

c. Filing an amended federal or state income tax return (or refund claim) claiming a tax refund in an
amount greater than the threshold for review by the Joint Committee on Taxation or state taxing
authority

d. Requesting a refund of either overpayments of interest or penalties charged to a client’s account or tax
deposits that a federal or state taxing authority improperly accounted for in circumstances in which
the taxing authority has established procedures for the substantive review of such refund requests

e. Requesting, by means of a protest or similar document, the state or local taxing authority’s
consideration of a reduction in a property’s assessed value under an established taxing authority’s
review process for hearing all taxpayer arguments relating to assessed value

f. Representing a client in connection with obtaining a private letter ruling or influencing the drafting
of a regulation or statute

Example of When a Contingent Fee Is Not Permitted

.05 A contingent fee is not permitted if a member prepared a client’s amended federal or state income tax
return claiming a refund of taxes because a valid deduction was inadvertently omitted from the originally
filed return. [Prior reference: paragraph .02 of ET section 302]

1.510.020 Receipt of Contingent Fee

.01 A contingent fee is considered to be received when the member has completed the related services and the
fee is determined. [Prior reference: paragraphs .033–.034 of ET section 391]

1.510.030 Services Performed by a Member’s Spouse For a Contingent Fee

.01 A member’s spouse may provide services for a contingent fee to a client with respect to which the member
performs a service listed in paragraph .01a of the “Contingent Fees Rule” [1.510.001] without causing the
member to be in violation of the “Contingent Fees Rule” if

a. the activities of the member’s spouse are separate from the member’s practice and

b. the member is not significantly involved in the spouse’s activities.

.02 In all such situations, the members should consider the “Conflicts of Interest” interpretation [1.110.010]
of the “Integrity and Objectivity Rule” [1.100.001] to determine the appropriate action. [Prior reference:
paragraphs .037–.038 of ET section 391]

[See Revision History Table.]

1.510.040 Contingent Fee Arrangements With an Investment Advisory Services Nonattest Client That
Is Related to a Client

.01 A member or member’s firm may provide investment advisory services for a contingent fee to

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134

a. owners, officers, or employees of a client with respect to which the member performs a service listed
in paragraph .01a of the “Contingent Fees Rule” [1.510.001].

b. a nonattest client employee benefit plan that is sponsored by an attest client with respect to which
the member performs a service listed in paragraph .01a of the “Contingent Fees Rule.”

.02 The member should also consider the “Conflicts of Interest” interpretation [1.110.010] and the
“Confidential Client Information Rule” [1.700.001] to determine the appropriate action(s). [Prior
reference: paragraphs .049–.050 of ET section 391]

[See Revision History Table.]

1.510.050 Investment Advisory Services

.01 A member or member’s firm may provide investment advisory services for a fee based on a percentage
of the investment portfolio to a client with respect to which the member performs a service listed in
paragraph .01a of the “Contingent Fees Rule” [1.510.001] without violating that rule if all of the following
safeguards are met:

a. The fee is determined based on a specified percentage of the attest client’s investment portfolio.

b. The dollar amount of the portfolio on which the fee is based is determined at the beginning of each
quarter (or longer period of time as may be agreed upon) and is adjusted only for the attest client’s
additions or withdrawals during the period.

c. The fee arrangement is not renewed with the attest client more frequently than on a quarterly basis.
[Prior reference: paragraphs .047–.048 of ET section 391]

.02 When performing such services, the member should also consider the “Independence Rule” [1.200.001],
especially the interpretations of the “Nonattest Services” subtopic [1.295] under the “Independence Rule.”

[See Revision History Table.]

1.520 Commissions and Referral Fees

1.520.001 Commissions and Referral Fees Rule

.01 Prohibited commissions. A member in public practice shall not for a commission recommend or refer to a
client any product or service, or for a commission recommend or refer any product or service to be supplied
by a client, or receive a commission, when the member or member’s firm also performs for that client

a. an audit or review of a financial statement; or

b. a compilation of a financial statement when the member expects, or reasonably might expect, that
a third party will use the financial statement and the member’s compilation report does not disclose
a lack of independence; or

c. an examination of prospective financial information.

.02 This prohibition applies during the period in which the member is engaged to perform any of the services
listed above and the period covered by any historical financial statements involved in such listed services.

.03 Disclosure of permitted commissions. A member in public practice who is not prohibited by this rule from
performing services for or receiving a commission and who is paid or expects to be paid a commission
shall disclose that fact to any person or entity to whom the member recommends or refers a product or
service to which the commission relates.

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135

.04 Referral fees. Any member who accepts a referral fee for recommending or referring any service of a
CPA to any person or entity or who pays a referral fee to obtain a client shall disclose such acceptance or
payment to the client. [Prior reference: paragraph .01 of ET section 503]

A nonauthoritative question and answer regarding disclosure of a commission is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

Interpretations Under the Commission and Referral Fees Rule

1.520.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Commissions and Referral Fees Rule” [1.520.001] that addresses
a particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Commissions and Referral Fees Rule” [1.520.001] if
the member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.520.020 Receipt of Commission

.01 A commission is considered to be received when the performance of the related services is complete and
the fee has been determined. For example, if in one year a member sells a life insurance policy to a client,
and the member’s commission payments are determined to be a fixed percentage of future years’ renewal
premiums, the commission is deemed to be received in the year that the policy is sold. [Prior reference:
paragraphs .367–.368 of ET section 591]

1.520.030 Services Performed by a Member’s Spouse For a Commission

.01 A member’s spouse may receive a commission for referring products or services to or from a client with
respect to which the member performs a service listed in paragraph .01 of the “Commissions and Referral
Fees Rule” [1.520.001] without causing the member to be in violation of the “Commissions and Referral
Fees Rule” if both

a. the activities of the member’s spouse are separate from the member’s practice and

b. the member is not significantly involved in the spouse’s activities.

.02 In such situations, members should consider the “Conflicts of Interest” interpretation [1.110.010] of
the “Integrity and Objectivity Rule” [1.100.001] to determine the appropriate action. [Prior reference:
paragraphs .373–.374 of ET section 591]

[See Revision History Table.]

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136

1.520.040 Referral of Products of Others

.01 Paragraph .04 of the “Application of the AICPA Code” [0.200.020] section of the preface provides that a
member shall not permit others to perform acts on the member’s behalf that, if carried out by the member,
would place the member in violation of the rules. Therefore, the member would be held responsible for
the actions of third parties, such as distributors or agents, that act on the member’s behalf.

.02 For example, if the member or member’s firm performs for a client a service listed in paragraph .01 of the
“Commissions and Referral Fees Rule” [1.520.001], the member may not recommend or refer to that client
any product or services for a commission that will be paid through a distributor or an agent or receive a
commission for the recommendation or referral. This prohibition applies during the period in which the
member is engaged to perform any of the services listed in paragraph .01 of the rule and during the period
covered by any historical financial statements in such services.

.03 In addition, if a member receives a commission for referring a third party’s product or service to a client
with respect to which the member does not perform a service listed in paragraph .01 of the “Commissions
and Referral Fees Rule” [1.520.001] through a distributor or an agent and receives a commission from the
third party, the member should disclose the commission, as discussed in paragraph .03 of the “Commissions
and Referral Fees Rule.” However, any subsequent performance of a service listed in paragraph .01 of that
rule during a period in which the commission was received would be considered to violate the rule. [Prior
reference: paragraphs .375–.376 of ET section 591]

A nonauthoritative question and answer regarding disclosure of a commission is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

[See Revision History Table.]

1.520.050 Commission Arrangements With an Investment Advisory Services Nonattest Client That
Is Related to a Client

.01 A member or member’s firm may receive a commission for referring a nonclient or nonattest client’s
products or services to the following:

a. Owners, officers, or employees of a client with respect to which the member performs a service listed
in paragraph .01 of the “Commissions and Referral Fees Rule” [1.520.001]

b. A nonattest client employee benefit plan that is sponsored by a client with respect to which the
member performs a service listed in paragraph .01 of the “Commissions and Referral Fees Rule”

.02 In such instances, the member should disclose the commission arrangement to the client’s owners, officers,
or employees or the employee benefit plan. The member’s failure to disclose the commission would be in
violation of the “Commissions and Referral Fees Rule” [1.520.001].

.03 When making the disclosure, members should also consider the applicability of the “Conflicts of
Interest” interpretation [1.110.010] of the “Integrity and Objectivity Rule” [1.100.001] and the member’s
professional responsibilities under the “Confidential Client Information Rule” [1.700.001] to determine
the appropriate action(s). [Prior reference: paragraphs .383–.384 of ET section 591]

A nonauthoritative question and answer regarding disclosure of a commission is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

[See Revision History Table.]

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137

1.520.060 Sale of Products to Clients

.01 If a member purchases a product, taking title to the product and assuming all the associated risks of
ownership, any profit the member receives on reselling it to a client would not constitute a commission.
[Prior reference: paragraphs .369–.370 of ET section 591]

1.520.070 Billing for a Subcontractor’s Services

.01 If, in providing professional services to a client, a member subcontracts the services of another person or
entity, any mark-up of the cost of the subcontracted services would not constitute a commission.

.02 Refer to the following for additional guidance:

• “Use of a Third-Party Service Provider” interpretation [1.150.040] of the “Integrity and Objectivity
Rule” [1.100.001]

• “Fees” subtopic [1.230] under the “Independence Rule” [1.200.001]

• “Use of a Third-Party Service Provider” interpretation [1.300.040] of the “General Standards
Rule” [1.300.001]

• “Disclosing Information to a Third-Party Service Provider” interpretation [1.700.040] of the
“Confidential Client Information Rule” [1.700.001] [Prior reference: paragraphs .371–.372 of ET
section 591]

Effective Date

.03 The revisions to this interpretation are effective December 15, 2014.

1.520.080 Disclosure of Commissions and Referral Fees

.01 The member should make the disclosures required by paragraphs .03 and .04 of the “Commissions and
Referral Fees Rule” [1.520.001] in writing.

Effective Date

.02 Effective for commission or a referral fee arrangements entered into on or after January 31, 2017.

A nonauthoritative question and answer regarding disclosure of a commission is available at www.aicpa.org/
interestareas/professionalethics/resources/tools/downloadabledocuments/ethics-general-faqs.pdf.

1.600 Advertising and Other Forms of Solicitation

1.600.001 Advertising and Other Forms of Solicitation Rule

.01 A member in public practice shall not seek to obtain clients by advertising or other forms of solicitation
in a manner that is false, misleading, or deceptive. Solicitation by the use of coercion, over-reaching, or
harassing conduct is prohibited. [Prior reference: paragraph .01 of ET section 502]

Interpretations Under the Advertising and Other Forms of Solicitation Rule

1.600.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Advertising and Other Forms of Solicitation Rule” [1.600.001]
that addresses a particular relationship or circumstance, a member should apply the “Conceptual
Framework for Members in Public Practice” [1.000.010].

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.02 A member would be considered in violation of the “Advertising and Other Forms of Solicitation
Rule” [1.600.001] if the member cannot demonstrate that safeguards were applied that eliminated or
reduced significant threats to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.600.010 False, Misleading, or Deceptive Acts in Advertising or Solicitations

.01 A member would be in violation of the “Advertising and Other Forms of Solicitation Rule” [1.600.001]
if the member’s promotional efforts are false, misleading, or deceptive. If a member is asked to perform
professional services for a client or customer of a third party, the member should determine that the third
party’s promotional efforts comply with the “Advertising and Other Forms of Solicitation Rule.” Such
action is required because the member will receive the benefits of such efforts by third parties, and members
must not do through others what they are prohibited from doing themselves. [Prior reference: paragraph .06
of ET section 502]

.02 Promotional efforts would be considered false, misleading, or deceptive if they

a. create false or unjustified expectations of favorable results.

b. imply the ability to influence any court, tribunal, regulatory agency, or similar body or official.

c. contain a representation that the member will perform specific professional services in current or
future periods for a stated fee, estimated fee, or fee range when it was likely at the time of the
representation that such fees would be substantially increased and the member failed to advise the
prospective client of that likelihood.

d. contain any other representations that would be likely to cause a reasonable person to misunderstand
or be deceived. [Prior reference: paragraph .03 of ET section 502]

1.600.030 Use of AICPA-Awarded Designation

.01 A member who holds an AICPA-awarded designation, such as the Personal Financial Specialist (PFS)
designation, may use the designation after the member’s name.

.02 A member’s firm may use an AICPA-awarded designation, such as the PFS designation, on firm letterhead
and in marketing materials if all the firm’s partners hold the AICPA-awarded designation. [Prior reference:
paragraphs .365–.366 of ET section 591]

Effective Date

.03 The revisions to this interpretation are effective December 15, 2014.

1.600.100 Use of the CPA Credential

.01 A member should refer to applicable state accountancy laws and board of accountancy rules and regulations
for guidance regarding the use of the CPA credential. A member who fails to follow the accountancy
laws, rules, and regulations on use of the CPA credential in any of the jurisdictions in which the CPA
practices would be considered to have used the CPA credential in a manner that is false, misleading, or

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139

deceptive and in violation of the “Advertising and Other Forms of Solicitation Rule” [1.600.001]. [Prior
reference .07 section 502.]

1.700 Confidential Information

1.700.001 Confidential Client Information Rule

.01 A member in public practice shall not disclose any confidential client information without the specific
consent of the client.

.02 This rule shall not be construed (1) to relieve a member of his or her professional obligations of the
“Compliance With Standards Rule” [1.310.001] or the “Accounting Principles Rule” [1.320.001], (2) to
affect in any way the member’s obligation to comply with a validly issued and enforceable subpoena or
summons, or to prohibit a member’s compliance with applicable laws and government regulations, (3)
to prohibit review of a member’s professional practice under AICPA or state CPA society or Board of
Accountancy authorization, or (4) to preclude a member from initiating a complaint with, or responding
to any inquiry made by, the professional ethics division or trial board of the Institute or a duly constituted
investigative or disciplinary body of a state CPA society or Board of Accountancy. Members of any of
the bodies identified in (4) above and members involved with professional practice reviews identified in
(3) above shall not use to their own advantage or disclose any member’s confidential client information
that comes to their attention in carrying out those activities. This prohibition shall not restrict members’
exchange of information in connection with the investigative or disciplinary proceedings described in (4)
above or the professional practice reviews described in (3) above. [Prior reference: paragraph .01 of ET
section 301]

Interpretations Under the Confidential Client Information Rule

1.700.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Confidential Client Information Rule” [1.700.001] that addresses
a particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Confidential Client Information Rule” [1.700.001] if
the member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.700.010 Client Competitors

.01 When a member provides professional services to clients that are competitors, threats to compliance with
the “Confidential Client Information Rule” [1.700.001] may exist because the member may have access
to confidential client information, such as sales, purchases, and gross profit percentages of the respective
competitors.

.02 To reduce the threat of disclosing confidential client information to a competitor, the member
should emphasize to all relevant parties, including employees of the firm and affected clients,

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that the “Confidential Client Information Rule” [1.700.001] prohibits members from revealing to
others any confidential client information obtained in their professional capacity. [Prior reference:
paragraphs .011–.012 of ET section 391]

1.700.020 Disclosing Information From Previous Engagements

.01 When a member evaluates whether to accept a new client engagement, the member should consider whether
knowledge and experience that the member or member’s firm will share while providing the professional
services to the prospective client would be confidential client information. If such information would
be confidential client information, and the circumstances are such that the prospective client would be
able to identify the client or clients that are the source of the information, the engagement should not be
accepted unless the member obtains the original client’s specific consent to disclose the information. [Prior
reference: paragraphs .029–.030 of ET section 391]

.02 When a member withdraws from an engagement due to, for example, discovery of irregularities in a client’s
tax return, if contacted by the successor, the member should suggest that the successor ask the client to
permit the member to discuss all matters freely with the successor. The successor is then on notice of
some conflict.

.03 The “Confidential Client Information Rule” [1.700.001] is not intended to help an unscrupulous client
cover up illegal acts or otherwise hide information by changing CPAs. Due to the possibility of legal
implications in such matters, the member should seek legal advice on the member’s status and obligations
in the matter. [Prior reference: paragraphs .005–.006 of ET section 391]

1.700.030 Disclosing Information to Clients

.01 When a member is engaged by either spouse to prepare a married couple’s joint tax return, the two spouses
are considered to be one client, even if the member deals exclusively with one spouse. Accordingly, if the
married couple is undergoing a divorce and one spouse directs the member to withhold joint tax information
from the other spouse, the member may provide the information to both spouses, in compliance with the
“Confidential Client Information Rule” [1.700.001], because both are the member’s client. The member
should consider reviewing

a. the legal implications of such disclosure with an attorney and

b. responsibilities under any tax performance standards, such as Section 10.29 of IRS Circular 230.
[Prior reference: paragraphs .031–.032 of ET section 391]

.02 When a person or entity engages a member to perform professional services (engaging entity) for the
benefit of another person or entity (beneficiary), the engaging entity and the beneficiary are considered
two separate clients. Accordingly, the member should not disclose confidential client information of
either client to the other without consent of the client whose confidential information is to be disclosed.
For example, if a company engages a member to perform personal tax services for the benefit of its
executives, the member’s disclosure of the executives’ confidential client information to the company
without the consent of the applicable executive would be a violation of the “Confidential Client Information
Rule” [1.700.001]. [Prior reference: paragraphs .041–.042 of ET section 391]

[See Revision History Table.]

1.700.040 Disclosing Information to a Third-Party Service Provider

.01 When a member uses a third-party service provider to assist the member in providing professional services,
threats to compliance with the “Confidential Client Information Rule” [1.700.001] may exist.

.02 Clients may not expect the member to use a third-party service provider to assist the member in providing
the professional services. Therefore, before disclosing confidential client information to a third-party
service provider, the member should do one of the following:

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a. Enter into a contractual agreement with the third-party service provider to maintain the
confidentiality of the information and provide reasonable assurance that the third-party service
provider has appropriate procedures in place to prevent the unauthorized release of confidential
information to others. The nature and extent of procedures necessary to obtain reasonable assurance
depends on the facts and circumstances, including the extent of publicly available information on the
third-party service provider’s controls and procedures to safeguard confidential client information.

b. Obtain specific consent from the client before disclosing confidential client information to the third-
party service provider.

.03 Refer to the “Use of a Third-Party Service Provider” interpretation [1.150.040] of the “Integrity
and Objectivity Rule” [1.100.001] and the “Use of a Third-Party Service Provider” interpretation
[1.300.040] of the “General Standards Rule” [1.300.001] for additional guidance. [Prior reference:
paragraphs .001–.002 of ET section 391]

A nonauthoritative basis-for-conclusions document that summarizes considerations that were deemed significant in
the development of this interpretation is available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/basisforconclusionsoutsourcing.pdf.

In addition, nonauthoritative sample client disclosure language that could be used to fulfill the requirement
discussed in this interpretation is also available at www.aicpa.org/interestareas/professionalethics/resources/tools/
downloadabledocuments/sample_disclosure_notification.pdf.

1.700.050 Disclosing Client Information in Connection With a Review or Acquisition of the Member’s
Practice

.01 For purposes of the “Confidential Client Information Rule” [1.700.001], a review of a member’s
professional practice includes a review performed in conjunction with a prospective purchase, sale, or
merger of all or part of a member’s practice. Such reviews may threaten a member’s compliance with
the “Confidential Client Information Rule.” To reduce the threat to an acceptable level, a member
must take appropriate precautions (for example, through a written confidentiality agreement with the
prospective purchaser) to help ensure that the prospective purchaser does not disclose any confidential
client information obtained in the course of the review.

.02 Members who perform such reviews should not use to their advantage or disclose any confidential client
information that comes to their attention during the review. [Prior reference: paragraph .04 of ET section
301]

.03 Members who obtain client files as the result of acquiring all or part of another member’s professional
practice should not disclose any confidential client information contained in such files. Members should
refer to the “Transfer of Files and Return of Client Records in Sale, Transfer Discontinuance or Acquisition
of a Practice ” interpretation under the “Acts Discreditable Rule” [1.400.205] for guidance related to client
files obtained through acquiring a practice.

[See Revision History Table.]

1.700.060 Disclosure of Client Information to Third Parties

.01 When a member receives a request from a third party (for example, a trade association, member of
academia, or surveying or benchmarking organization) to disclose client information or intends to use such
information for the member’s own purposes (for example, publication of benchmarking data or studies)
in a manner that may result in the client’s information being disclosed to others without the client being
specifically identified, threats to compliance with the “Confidential Client Information Rule” [1.700.001]
may exist.

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.02 If the information is considered to be confidential client information, the member would be in violation
of the “Confidential Client Information Rule” [1.700.001] if the member discloses or uses the information
unless the member has the client’s specific consent, preferably in writing, for the disclosure or use of such
information. The consent should specify the nature of the information that may be disclosed, the type of
third party to whom it may be disclosed, and its intended use.

.03 If the information is not considered to be confidential client information, the disclosure or use of the
information is not subject to the “Confidential Client Information Rule” [1.700.001]. However, the member
should be cautious in the disclosure or use of the information so as not to disclose client information that
may go beyond what is available to the public or that the client has agreed may be disclosed.

.04 A member is not prohibited from marketing his or her services or advising a third party, such as a
current or prospective client, of information based on his or her expertise or knowledge obtained from
prior experiences with clients (for example, the nature of services provided to other clients or common
practices within a client’s industry). However, if the information may be identifiable to one or more clients,
specific consent, preferably in writing, is required from such client(s). Prior to disclosing confidential
client information to a third party, the member should consider whether a contractual agreement with the
third party to maintain the confidentiality or limit the use of the information is necessary.

.05 In addition, the member should consider whether federal, state, or local statutes, rules, or regulations
concerning the confidentiality of client information may be more restrictive than the requirements in this
interpretation.

.06 Refer to the “Use of a Third-Party Service Provider” interpretation [1.300.040] of the “General Standards
Rule” [1.300.001] for additional guidance. [Prior reference: paragraphs .003–.004 of ET section 391]

A nonauthoritative table providing examples of client information that is available to the public, client information not
available to the public, and other information in the member’s possession is available at www.aicpa.org/interestareas/
professionalethics/resources/tools/downloadabledocuments/categories-of-information.pdf.

1.700.070 Disclosing Client Information During Litigation

.01 The “Confidential Client Information Rule” [1.700.001] is not intended to prohibit a member from
disclosing information necessary to initiate, pursue, or defend the member in an actual or a threatened
lawsuit or alternative dispute resolution proceeding. Accordingly, releasing confidential client information
to the member’s liability insurance carrier solely to assist in the defense against an actual or a potential
claim against the member would not violate the “Confidential Client Information Rule.” [Prior reference:
paragraphs .039–.040 and .045–.046 of ET section 391]

1.700.080 Disclosing Client Information in Director Positions

.01 When a member serves as a director of an organization, such as a bank or an insurance company,
the member’s fiduciary responsibilities to the organization may create threats to compliance with the
“Integrity and Objectivity Rule” [1.100.001] and the “Confidential Client Information Rule” [1.700.001].
For example, the member’s fiduciary duty to the organization may conflict with the member’s obligations
pursuant to the “Confidential Client Information Rule” (for example, failure to disclose information may
constitute a breach of the director’s fiduciary responsibilities) when the member’s clients are customers
of the organization.

.02 A member’s general knowledge and experience may be very helpful to an organization in formulating
a policy and making business decisions. Nevertheless, if the member’s clients are likely to engage in
significant transactions with the organization, it would be more appropriate for the member to serve as
a consultant to the board. Under such an arrangement, the member could limit activities to those that
do not threaten the member’s compliance with the “Integrity and Objectivity Rule” [1.100.001] and the
“Confidential Client Information Rule” [1.700.001]. If, however, the member serves as a board member of

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the organization, the member should evaluate the significance of any threats and apply safeguards, when
necessary, to eliminate or reduce the threats to an acceptable level.

.03 See the “Director Positions” interpretation [1.110.020] of the “Integrity and Objectivity Rule” [1.100.001].
[Prior reference: paragraphs .035–.036 of ET section 391]

Effective Date

.04 The revisions to this interpretation are effective December 15, 2014.

1.700.090 Disclosing Client Names

.01 The member’s disclosure of a client’s name would not violate the “Confidential Client Information
Rule” [1.700.001] if disclosure of the client’s name does not constitute the release of confidential client
information. For example, if a member’s practice is limited to bankruptcy matters, disclosure of the client’s
name could suggest that the client may be experiencing financial difficulties, which may be confidential
client information. [Prior reference: paragraphs .013–.014 of ET section 391]

1.700.100 Disclosing Confidential Client Information as a Result of a Subpoena or Summons

.01 The member’s disclosure of confidential client information in compliance with a validly issued
and enforceable subpoena or summons would not violate the “Confidential Client Information
Rule” [1.700.001].

.02 When complying with such subpoena or summons, the member is not required to notify the client that
its records have been subpoenaed or that a summons related to the client’s records has been issued. The
member may also wish to consult with legal counsel to determine the validity and enforceability of the
subpoena or summons and the specific client information required to be provided. The member may also
wish to consult with his or her state board of accountancy. [No prior reference: New content from informal
policy position]

Effective Date

.03 Effective December 15, 2014.

1.700.110 Disclosing Client Information in Connection With a Quality Review

.01 For purposes of the “Confidential Client Information Rule” [1.700.001], a review of a member’s
professional practice includes a quality review of a member’s tax practice (for example, a voluntary tax
practice review) performed under the monitoring function of the member’s tax practice quality control
policies and procedures. When a member uses a third party to perform such reviews of the member’s tax
practice, threats to compliance with the “Confidential Client Information Rule” may exist.

.02 To reduce the threat to an acceptable level, the member should, at a minimum, be satisfied that the
member complies with the requirements of Treasury Regulation 301.7216-2(p) and any applicable state
or local regulations related to disclosures of any federal, state, or local tax return information during such
reviews. In addition, the member should be satisfied that the third-party reviewer is aware of and subject
to the requirements of Treasury Regulation 301.7216-2(p) and any applicable state or local regulations.
If the member determines that threats have not been reduced to an acceptable level, the member should
apply additional safeguards to reduce the threats to an acceptable level (for example, enter into a written
confidentiality agreement with the reviewer or de-identify tax return information provided to the reviewer).

.03 Members who perform such reviews should not use to their advantage or disclose any confidential client
information that comes to their attention during the review. Members should refer to Treasury Regulation
301.7216-2(p) and any applicable state or local regulations for further guidance related to tax return
information obtained during such reviews.

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144

Effective Date

.04 This interpretation is effective December 31, 2018.

[See Revision History Table.]

1.800 Form of Organization and Name

1.800.001 Form of Organization and Name Rule

.01 A member may practice public accounting only in a form of organization permitted by law or regulation
whose characteristics conform to resolutions of Council.

.02 A member shall not practice public accounting under a firm name that is misleading.

.03 Names of one or more past owners may be included in the firm name of a successor organization.

.04 A firm may not designate itself as “Members of the American Institute of Certified Public Accountants”
unless all its CPA owners are members of the AICPA.

.05 See appendix B, “Council Resolution Concerning Form of Organization and Name.” [Prior reference:
paragraph .01 of ET section 505]

Interpretations Under the Form of Organization and Name Rule

1.800.005 Application of the Conceptual Framework for Members in Public Practice and Ethical
Conflicts

.01 In the absence of an interpretation of the “Form of Organization and Name Rule” [1.800.001] that
addresses a particular relationship or circumstance, a member should apply the “Conceptual Framework
for Members in Public Practice” [1.000.010].

.02 A member would be considered in violation of the “Form of Organization and Name Rule” [1.800.001]
if the member cannot demonstrate the application of safeguards that eliminated or reduced significant
threats to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [1.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015 and early implementation is allowed provided the
member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

1.810 Form of Organization and Related Practice Issues

1.810.010 Ownership of a Separate Business

.01 A member may own an interest in a separate business that performs for clients accounting, tax, personal
financial planning, or litigation support services or other services for which standards are promulgated by
bodies designated by Council.

.02 If the member, either individually or collectively with the member’s firm or others in the firm, controls
the separate business, then the separate business, its owners (including the member), and its professional

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employees must comply with the code. For example, if one or more members individually or collectively
control the separate business, the member(s) and others associated with the separate business are subject
to the “Commissions and Referral Fees Rule” [1.520.001] and its interpretations. With respect to an attest
client, the “Independence Rule” [1.200.001] and its interpretations would apply to the activities of the
separate business, its owners, and its professional employees.

.03 When the member, individually or collectively with the member’s firm or others in the firm, does not
control the separate business, the provisions of the code would apply to the member’s actions but not
to the separate business, its other (nonmember) owners, and its professional employees. For example,
the separate business could enter into a contingent fee arrangement with the member’s attest client or
accept commissions for the referral of products or services to the member’s attest client. [Prior reference:
paragraph .03 of ET section 505]

.04 When the owners of the separate business are non-CPAs, to prevent any misunderstanding or
misrepresentation, the CPA member should advise clients and other interested parties that the CPA member
is an owner in two separate businesses: one made up of non-CPAs (except for the CPA member) and
another that is a CPA firm. [Prior reference: paragraphs .275–.276 of ET section 591]

.05 See the “Network and Network Firms” interpretation [1.220.010] of the “Independence Rule” [1.200.001]
and the definitions of networks and network firms for guidance applicable to these entities.

1.810.020 Partner Designation

.01 Only members of a firm who are legally partners should use the designation partner. Members who are not
parties to the firm’s partnership agreement should not hold themselves out in any manner that might lead
clients or the public to believe that they are partners. For example, using the designation “nonproprietary
partner” to describe a high-ranking professional employee would be misleading and in violation of the
“Form of Organization and Name Rule” [1.800.001] even if the professional employee was a partner
in one of the predecessor firms that merged into the firm. [Prior reference: paragraphs .273–.274 of ET
section 591]

1.810.030 A Member’s Responsibility for Nonmember Practitioners

.01 A member who becomes an employee of a firm made up of one or more nonmember practitioners must
still comply with the code. If the member becomes an owner in the firm, the member will be responsible
for firm’s professional employees, including the nonmember practitioners.

.02 Similarly, if a member forms a partnership with a nonmember, the member is ethically responsible for all
the activities of the partnership. If the nonmember partner violates the code, the member would be held
accountable for that partner’s actions.

.03 See paragraph .04 of the “Application of the AICPA Code” [0.200.020] section of the preface and appendix
B. [Prior reference: paragraphs .005–.006 and .281–.282 of ET section 591]

1.810.040 Attest Engagement Performed With a Former Partner

.01 Unless there are laws, rules or regulations that are applicable to the member that conclude otherwise, two
former partners may continue to jointly perform an attest engagement even if one of them is not a CPA.
However, to be clear that a partnership no longer exists and to assure the attest client and others that both
individuals performed the attest engagement, they should present their report on plain paper (that is, paper
with no letterhead) that is signed in the following manner:

John Doe, Certified Public Accountant
Richard Roe, Accountant

[Prior reference: paragraphs .271–.272 of ET section 591]

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146

Effective Date

.02 The revisions to this interpretation are effective December 15, 2014.

1.810.050 Alternative Practice Structures

.01 The “Form of Organization and Name Rule” [1.800.001] states, “A member may practice public
accounting only in a form of organization permitted by law or regulation whose characteristics conform
to resolutions of Council.” The Council resolution (appendix B) requires, among other things, that CPAs
own a majority of the financial interests in a firm engaged to provide attest services (as defined therein)
to the public. This interpretation explains the application of this rule to an alternative practice structure
(APS) in which (a) the majority of the financial interests in the attest firm is owned by CPAs and (b) all or
substantially all of the revenues are paid to another entity in return for services and the lease of employees,
equipment, and office space.

.02 To protect the public interest, the overriding focus of the resolution is that CPAs remain responsible,
financially and otherwise, for a firm’s attest work. In addition to the provisions of the resolution, other
requirements of the code and bylaws ensure responsibility for

a. compliance with all aspects of applicable law or regulation,

b. enrollment in an AICPA-approved practice monitoring program,

c. compliance with the “Independence Rule” [1.200.001], and

d. compliance with applicable standards promulgated by Council-designated bodies (“Compliance
With Standards Rule” [1.310.001]) and all other provisions of the code, including “Structure and
Application of the AICPA Code” [0.200].

.03 Given all the previously mentioned safeguards that protect the public interest, if the CPAs who own the
attest firm remain financially responsible, under applicable law or regulation, for the firm’s attest work,
the member is considered to be in compliance with the financial interests provision of the resolution. [Prior
reference: paragraph .04 of ET section 505]

1.820 Firm Name

1.820.010 Use of a Retired Partner’s Name

.01 The “Form of Organization and Name Rule” [1.800.001] permits the use of the name(s) of former
partner(s) in a firm’s name. For example, if two firms merge, the newly formed firm may use in its firm
name the name of retired or other partners in either or both of the merged firms without violating the
“Form of Organization and Name Rule.” [Prior reference: paragraphs .289–.290 of ET section 591]

1.820.020 A Practice With Non-CPA Partners

.01 Unless there are laws, rules, or regulations that are applicable to the member that conclude otherwise, a
CPA member who is in a partnership with non-CPAs may sign reports in the firm’s name and also affix
the designation, “Certified Public Accountant,” to the member’s signature if it is clear that the partnership
itself is not being held out as entirely comprising CPAs. [Prior reference: paragraphs .379–.380 of ET
section 591]

1.820.030 Misleading Firm Names

.01 The “Form of Organization and Name Rule” [1.800.001] prohibits a member from practicing public
accounting under a firm name that is misleading. If the firm name contains any representation that would
be likely to cause a reasonable person to misunderstand, or be confused about, what the legal form of the
firm is or who the owners or members of the firm are, the firm name would be misleading and the member

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would be in violation of the “Form of Organization and Name Rule.” For example, the member should not
refer to a type of organization or an abbreviation thereof that does not accurately reflect the form under
which the firm is organized.

.02 In addition, the member should consider the rules and regulations of his or her state board(s) of accountancy
concerning misleading firm names that may be more restrictive than the requirements in this interpretation.
[Prior reference: paragraph .05 of ET section 505]

1.820.040 Use of a Common Brand Name in Firm Name

.01 Firms within a network sometimes share the use of a common brand or share common initials as part of the
firm name. The sharing of a common brand name or common initials of a network as part of the member’s
firm name would not be considered misleading, provided the firm is a network firm.

.02 The sharing of a common brand name or common initials of a network as the entire name of the member’s
firm would not be considered misleading, if the firm is a network firm and shares one or more of the
following characteristics with other firms in the network:

a. Common control among the firms through ownership, management, or other means

b. Profits or costs, excluding costs of operating the network; costs of developing audit methodologies,
manuals, and training courses; and other costs that are immaterial to the firm

c. Common business strategy that involves ongoing collaboration amongst the firms whereby the firms
are responsible for implementing the network’s strategy and are held accountable for performance
pursuant to that strategy

d. Significant part of professional resources

e. Common quality control policies and procedures that firms are required to implement and that are
monitored by the network

.03 Refer to the “Network and Network Firms” interpretation [1.220.010] of the “Independence
Rule” [1.200.001] for additional guidance. [Prior reference: paragraph .06 of ET section 505]

148

Part 2
Members in Business

2.000 Introduction

.01 Part 2 of the Code of Professional Conduct (the code) applies to members in business. Accordingly, when
the term member is used in part 2 of the code, the requirements apply only to members in business. When
a member in business is also a member in public practice (for example, a member has a part-time tax
practice), the member should also consult part 1 of the code, which applies to members in public practice.
[No prior reference: new content]

Effective Date

.02 Effective December 15, 2014.

2.000.010 Conceptual Framework for Members in Business

Introduction

.01 Members may encounter various relationships or circumstances that create threats to the member’s
compliance with the rules. The rules and interpretations seek to address many situations; however, they
cannot address all relationships or circumstances that may arise. Thus, in the absence of an interpretation
that addresses a particular relationship or circumstance, a member should evaluate whether that relationship
or circumstance would lead a reasonable and informed third party who is aware of the relevant information
to conclude that there is a threat to the member’s compliance with the rules that is not at an acceptable level.
When making that evaluation, the member should apply the conceptual framework approach as outlined
in this interpretation.

.02 The code specifies that in some circumstances, no safeguards can reduce a threat to an acceptable level.
For example, the code specifies that a member may not subordinate the member’s professional judgment
to others without violating the “Integrity and Objectivity Rule” [2.100.001]. A member may not use the
conceptual framework to overcome this or any other prohibition or requirement in the code.

Definitions Used in Applying the Conceptual Framework

.03 Acceptable level. A level at which a reasonable and informed third party who is aware of the relevant
information would be expected to conclude that a member’s compliance with the rules is not compromised.

.04 Safeguards. Actions or other measures that may eliminate a threat or reduce a threat to an acceptable level.

.05 Threat(s). Relationships or circumstances that could compromise a member’s compliance with the rules.

Conceptual Framework Approach

.06 Under the conceptual framework approach, members should identify threats to compliance with the rules
and evaluate the significance of those threats. Members should evaluate identified threats both individually
and in the aggregate because threats can have a cumulative effect on a member’s compliance with the
rules. Members should perform three main steps in applying the conceptual framework approach:

a. Identify threats. The relationships or circumstances that a member encounters in various
engagements and work assignments or positions will often create different threats to complying
with the rules. When a member encounters a relationship or circumstance that is not specifically
addressed by a rule or an interpretation, under this approach, the member should determine
whether the relationship or circumstance creates one or more threats, such as those identified in

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149

paragraphs .09–.14 that follow. The existence of a threat does not mean that the member is in
violation of the rules; however, the member should evaluate the significance of the threat.

b. Evaluate the significance of a threat. In evaluating the significance of an identified threat, the
member should determine whether a threat is at an acceptable level. A threat is at an acceptable
level when a reasonable and informed third party who is aware of the relevant information would
be expected to conclude that the threat would not compromise the member’s compliance with
the rules. Members should consider both qualitative and quantitative factors when evaluating the
significance of a threat, including the extent to which existing safeguards already reduce the threat to
an acceptable level. If the member evaluates the threat and concludes that a reasonable and informed
third party who is aware of the relevant information would be expected to conclude that the threat
does not compromise a member’s compliance with the rules, the threat is at an acceptable level
and the member is not required to evaluate the threat any further under this conceptual framework
approach.

c. Identify and apply safeguards. If, in evaluating the significance of an identified threat, the member
concludes that the threat is not at an acceptable level, the member should apply safeguards to
eliminate the threat or reduce it to an acceptable level. The member should apply judgment in
determining the nature of the safeguards to be applied because the effectiveness of safeguards
will vary depending on the circumstances. When identifying appropriate safeguards to apply, one
safeguard may eliminate or reduce multiple threats. In some cases, the member should apply
multiple safeguards to eliminate or reduce one threat to an acceptable level. In other cases, an
identified threat may be so significant that no safeguards will eliminate the threat or reduce it
to an acceptable level, or the member will be unable to implement effective safeguards. Under
such circumstances, providing the specific professional services would compromise the member’s
compliance with the rules, and the member should determine whether to decline or discontinue the
professional services or resign from the employing organization.

Threats

.07 Many threats fall into one or more of the following six broad categories: adverse interest, advocacy,
familiarity, self-interest, self-review, and undue influence.

.08 Examples of threats associated with a specific relationship or circumstance are identified in the
interpretations of the code. Paragraphs .09–.14 of this section define and provide examples, which are not
all inclusive, of each of these threat categories.

.09 Adverse interest threat. The threat that a member will not act with objectivity because the member’s
interests are opposed to the interests of the employing organization. Examples of adverse interest threats
include the following:

a. A member has charged, or expressed an intention to charge, the employing organization with
violations of law.

b. A member or the member’s immediate family or close relative has a financial or another relationship
with a vendor, customer, competitor, or potential acquisition of the employing organization.

c. A member has sued or expressed an intention to sue the employing organization or its officers,
directors, or employees.

.10 Advocacy threat. The threat that a member will promote an employing organization’s interests or position
to the point that his or her objectivity is compromised. Examples of advocacy threats include the following:

a. Obtaining favorable financing or additional capital is dependent upon the information that the
member includes in, or excludes from, a prospectus, an offering, a business plan, a financing
application, or a regulatory filing.

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b. The member gives or fails to give information that the member knows will unduly influence the
conclusions reached by an external service provider or other third party.

.11 Familiarity threat. The threat that, due to a long or close relationship with a person or an employing
organization, a member will become too sympathetic to their interests or too accepting of the person’s work
or employing organization’s product or service. Examples of familiarity threats include the following:

a. A member uses an immediate family’s or a close relative’s company as a supplier to the employing
organization.

b. A member may accept an individual’s work product with little or no review because the individual
has been producing an acceptable work product for an extended period of time.

c. A member’s immediate family or close relative is employed as a member’s subordinate.

d. A member regularly accepts gifts or entertainment from a vendor or customer of the employing
organization.

.12 Self-interest threat. The threat that a member could benefit, financially or otherwise, from an interest in,
or relationship with, the employing organization or persons associated with the employing organization.
Examples of self-interest threats include the following:

a. A member’s immediate family or close relative has a financial interest in the employing organization.

b. A member holds a financial interest (for example, shares or share options) in the employing
organization, and the value of that financial interest is directly affected by the member’s decisions.

c. A member is eligible for a profit or other performance-related bonus, and the value of that bonus is
directly affected by the member’s decisions.

.13 Self-review threat. The threat that a member will not appropriately evaluate the results of a previous
judgment made or service performed or supervised by the member, or an individual in the employing
organization and that the member will rely on that service in forming a judgment as part of another service.
Examples of self-review threats include the following:

a. When performing an internal audit procedure, an internal auditor accepts work that he or she
previously performed in a different position.

b. The member accepts the work previously performed by the member, alone or with others, that will
be the basis for providing another professional service.

.14 Undue influence threat. The threat that a member will subordinate his or her judgment to that of an
individual associated with the employing organization or any relevant third party due to that individual’s
position, reputation or expertise, aggressive or dominant personality, or attempts to coerce or exercise
excessive influence over the member. Examples of undue influence threats include the following:

a. A member is pressured to become associated with misleading information.

b. A member is pressured to deviate from a company policy.

c. A member is pressured to change a conclusion regarding an accounting or a tax position.

d. A member is pressured to hire an unqualified individual.

Safeguards

.15 Safeguards may partially or completely eliminate a threat or diminish the potential influence of a threat.
The nature and extent of the safeguards applied will depend on many factors. To be effective, safeguards
should eliminate the threat or reduce it to an acceptable level.

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.16 Safeguards that may eliminate a threat or reduce it to an acceptable level fall into two broad categories:

a. Safeguards created by the profession, legislation, or regulation

b. Safeguards implemented by the employing organization

.17 The effectiveness of a safeguard depends on many factors, including those listed here:

a. The facts and circumstances specific to a particular situation

b. The proper identification of threats

c. Whether the safeguard is suitably designed to meet its objectives

d. The party(ies) who will be subject to the safeguard

e. How the safeguard is applied

f. The consistency with which the safeguard is applied

g. Who applies the safeguard

h. How the safeguard interacts with a safeguard from another category

i. Whether the employing organization is a public interest entity

.18 Examples of safeguards within each category are presented in the following paragraphs. Because these
are only examples and are not intended to be all inclusive, it is possible that threats may be sufficiently
mitigated through the application of other safeguards not specifically identified herein.

.19 The following are examples of safeguards created by the profession, legislation, or regulation:

a. Education and training requirements on ethics and professional responsibilities

b. Continuing education requirements on ethics

c. Professional standards and the threat of discipline

d. Legislation establishing prohibitions and requirements for entities and employees

e. Competency and experience requirements for professional licensure

f. Professional resources, such as hotlines, for consultation on ethical issues

.20 Examples of safeguards implemented by the employing organization are as follows:

a. A tone at the top emphasizing a commitment to fair financial reporting and compliance with
applicable laws, rules, regulations, and corporate governance policies

b. Policies and procedures addressing ethical conduct and compliance with laws, rules, and regulations

c. Audit committee charter, including independent audit committee members

d. Internal policies and procedures requiring disclosure of identified interests or relationships among
the employing organization, its directors or officers, and vendors, suppliers, or customers

e. Internal policies and procedures related to purchasing controls

f. Internal policies and procedures related to customer acceptance or credit limits

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g. Dissemination of corporate ethical compliance policies and procedures, including whistle-blower
hotlines, the reporting structure, dispute resolution, or other similar policies, to promote compliance
with laws, rules, regulations, and other professional requirements

h. Human resource policies and procedures safeguarding against discrimination or harassment, such
as those concerning a worker’s religion, sexual orientation, gender, or disability

i. Human resource policies and procedures stressing the hiring and retention of technically competent
employees

j. Policies and procedures for implementing and monitoring ethical policies

k. Assigning sufficient staff with the necessary competencies to projects and other tasks

l. Policies segregating personal assets from company assets

m. Staff training on applicable laws, rules, and regulations

n. Regular monitoring of internal policies and procedures

o. A reporting structure whereby the internal auditor does not report to the financial reporting group

p. Policies and procedures that do not allow an internal auditor to monitor areas where the internal
auditor has operational or functional responsibilities

q. Policies for promotion, rewards, and enforcement of a culture of high ethics and integrity

r. Use of third-party resources for consultation as needed on significant matters of professional
judgment [No prior reference: new content]

Effective Date

.21 Effective December 15, 2015. Early implementation is allowed provided the member has implemented
the revised code.

A nonauthoritative Conceptual Framework Toolkit for Members in Business is
available at www.aicpa.org/content/dam/aicpa/interestareas/professionalethics/resources/downloadabledocuments/
toolkitsandaids/conceptualframeworktoolkitformembersinbusiness.docm.

2.000.020 Ethical Conflicts

.01 An ethical conflict arises when a member encounters one or both of the following:

a. Obstacles to following an appropriate course of action due to internal or external pressures

b. Conflicts in applying relevant professional and legal standards.

For example, a member suspects a fraud may have occurred, but reporting the suspected fraud would
violate the member’s responsibility to maintain the confidentiality of his or her employer’s confidential
information.

.02 Once an ethical conflict is encountered, a member may be required to take steps to best achieve compliance
with the rules and law. In weighing alternative courses of action, the member should consider factors such
as the following:

a. Relevant facts and circumstances, including applicable rules, laws, or regulations

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b. Ethical issues involved

c. Established internal procedures

.03 The member should also be prepared to justify any departures that the member believes were appropriate
in applying the relevant rules and law. If the member was unable to resolve the conflict in a way that
permitted compliance with the applicable rules and law, the member may have to address the consequences
of any violations.

.04 Before pursuing a course of action, the member should consider consulting with appropriate persons within
the organization that employs the member.

.05 If a member decides not to consult with appropriate persons within the organization that employs the
member, and the conflict remains unresolved after pursuing the selected course of action, the member
should consider either consulting with other individuals for help in reaching a resolution or obtaining
advice from an appropriate professional body or legal counsel. The member also should consider
documenting the substance of the issue, the parties with whom the issue was discussed, details of any
discussions held, and any decisions made concerning the issue.

.06 If the ethical conflict remains unresolved, the member will in all likelihood be in violation of one or more
rules if he or she remains associated with the matter creating the conflict. Accordingly, the member should
consider his or her continuing relationship with the specific assignment or employer. [No prior reference:
new content]

Effective Date

.07 Effective December 15, 2014.

2.100 Integrity and Objectivity

2.100.001 Integrity and Objectivity Rule

.01 In the performance of any professional service, a member shall maintain objectivity and integrity, shall be
free of conflicts of interest, and shall not knowingly misrepresent facts or subordinate his or her judgment
to others. [Prior reference: paragraph .01 of ET section 102]

Interpretations Under the Integrity and Objectivity Rule

2.100.005 Application of the Conceptual Framework for Members in Business and Ethical Conflicts

.01 In the absence of an interpretation of the “Integrity and Objectivity Rule” [2.100.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Business” [2.000.010].

.02 A member would be considered in violation of the “Integrity and Objectivity Rule” [2.100.001] if the
member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [2.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

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2.110 Conflicts of Interest

2.110.010 Conflicts of Interest for Members in Business

.01 A member may be faced with a conflict of interest when undertaking a professional service. In determining
whether a professional service, relationship, or matter would result in a conflict of interest, a member
should use professional judgment, taking into account whether a reasonable and informed third party who
is aware of the relevant information would conclude that a conflict of interest exists.

.02 A conflict of interest creates adverse interest and self-interest threats to the member’s compliance with the
“Integrity and Objectivity Rule” [2.100.001]. For example, threats may be created when

a. a member undertakes a professional service related to a particular matter involving two or more
parties whose interests with respect to that matter are in conflict, or

b. the interests of a member with respect to a particular matter and the interests of a party for whom
the member undertakes a professional service related to that matter are in conflict.

.03 A party may include an employing organization, a vendor, a customer, a lender, a shareholder, or other
party.

.04 The following are examples of situations in which conflicts of interest may arise:

a. Serving in a management or governance position for two employing organizations and acquiring
confidential information from one employing organization that could be used by the member to the
advantage or disadvantage of the other employing organization

b. Undertaking a professional service for each of two parties in a partnership employing the member
to assist in dissolving their partnership

c. Preparing financial information for certain members of management of the employing organization
who are seeking to undertake a management buy-out

d. Being responsible for selecting a vendor for the member’s employing organization when the member
or his or her immediate family member could benefit financially from the transaction

e. Serving in a governance capacity or influencing an employing organization that is approving certain
investments for the company in which one of those specific investments will increase the value of
the personal investment portfolio of the member or his or her immediate family member

Identification of a Conflict of Interest

.05 In identifying whether a conflict of interest exists or may be created, a member should take reasonable
steps to determine

a. the nature of the relevant interests and relationships between the parties involved and

b. the nature of the services and its implication for relevant parties.

.06 The nature of the relevant interests and relationships and the services may change over time. The member
should remain alert to such changes for the purposes of identifying circumstances that might create a
conflict of interest.

Evaluation of a Conflict of Interest

.07 When an actual conflict of interest has been identified, the member should evaluate the significance of
the threat created by the conflict of interest to determine if the threat is at an acceptable level. Members

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should consider both qualitative and quantitative factors when evaluating the significance of the threat,
including the extent to which existing safeguards already reduce the threat to an acceptable level.

.08 In evaluating the significance of an identified threat, members should consider the following:

a. The significance of relevant interests or relationships.

b. The significance of the threats created by undertaking the professional service or services. In general,
the more direct the connection between the member and the matter on which the parties’ interests
are in conflict, the more significant the threat to compliance with the rule will be.

.09 If the member concludes that the threat is not at an acceptable level, the member should apply safeguards
to eliminate the threat or reduce it to an acceptable level. Examples of safeguards include the following:

a. Restructuring or segregating certain responsibilities and duties

b. Obtaining appropriate oversight

c. Withdrawing from the decision making process related to the matter giving rise to the conflict of
interest

d. Consulting with third parties, such as a professional body, legal counsel, or another professional
accountant

.10 In cases where an identified threat may be so significant that no safeguards will eliminate the threat or
reduce it to an acceptable level, or the member is unable to implement effective safeguards, the member
should (a) decline to perform or discontinue the professional services that would result in the conflict
of interest; or (b) terminate the relevant relationships or dispose of the relevant interests to eliminate the
threat or reduce it to an acceptable level.

Disclosure of a Conflict of Interest and Consent

.11 When a conflict of interest exists, the member should disclose the nature of the conflict to the relevant
parties, including to the appropriate levels within the employing organization and obtain their consent to
undertake the professional service. The member should disclose the conflict of interest and obtain consent
even if the member concludes that threats are at an acceptable level.

.12 The member is encouraged to document the nature of the circumstances giving rise to the conflict of
interest, the safeguards applied to eliminate or reduce the threats to an acceptable level, and the consent
obtained.

.13 When addressing a conflict of interest, a member is encouraged to seek guidance from within the employing
organization or from others, such as a professional body, legal counsel, or another professional accountant.
When making disclosures and seeking guidance of third parties, the member should remain alert to
the requirements of the “Confidential Information Obtained From Employment or Volunteer Activities”
interpretation [2.400.070] of the “Acts Discreditable Rule” [2.400.001]. In addition, federal, state, or local
statutes, or regulations concerning confidentiality of employer information may be more restrictive than
the requirements contained in the Code of Professional Conduct.

.14 A member may encounter other threats to compliance with the “Integrity and Objectivity
Rule” [2.100.001]. This may occur, for example, when preparing or reporting financial information as a
result of undue pressure from others within the employing organization or financial, business or personal
relationships that close relatives or immediate family members of the member have with the employing
organization. Guidance on managing such threats is covered by the “Knowing Misrepresentations in
the Preparation of Financial Statements or Records” interpretation [2.130.010] and the “Subordination of
Judgment” interpretation [2.130.020] under the “Integrity and Objectivity Rule.”

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[See Revision History Table.]

2.120 Gifts and Entertainment

2.120.010 Offering or Accepting Gifts or Entertainment

.01 For purposes of this interpretation, a customer or vendor of the member’s employer includes a
representative of the customer or vendor.

.02 When a member offers to, or accepts gifts or entertainment from, a customer or vendor of the member’s
employer, self-interest, familiarity, or undue influence threats to the member’s compliance with the
“Integrity and Objectivity Rule” [2.100.001] may exist.

.03 Threats to compliance with the “Integrity and Objectivity Rule” [2.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and the member
would be presumed to lack integrity in violation of the “Integrity and Objectivity Rule” in the following
circumstances:

a. The member offers to, or accepts gifts or entertainment from, a customer or vendor of the member’s
employer that violate applicable laws, rules, or regulations or the policies of the member’s employer
or the customer or vendor.

b. The member knows of the violation or demonstrates recklessness in not knowing.

.04 A member should evaluate the significance of any threats to determine if they are at an acceptable level.
Threats are at an acceptable level when gifts or entertainment are reasonable in the circumstances. The
member should exercise judgment in determining whether gifts or entertainment would be considered
reasonable in the circumstances. The following are examples of relevant facts and circumstances:

a. The nature of the gift or entertainment

b. The occasion giving rise to the gift or entertainment

c. The cost or value of the gift or entertainment

d. The nature, frequency, and value of other gifts and entertainment offered or accepted

e. Whether the entertainment was associated with the active conduct of business directly before, during,
or after the entertainment

f. Whether other customers or vendors also participated in the entertainment

g. The individuals from the customer or vendor and a member’s employer who participated in the
entertainment

.05 Threats to compliance with the “Integrity and Objectivity Rule” [2.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level through the application of safeguards if a member
offers to, or accepts gifts or entertainment from, a customer or vendor of the member’s employer that is
not reasonable in the circumstances. The member would be considered to lack objectivity in violation of
the “Integrity and Objectivity Rule,” under these circumstances. [Prior reference: paragraphs .226–.227
of ET section 191]

A nonauthoritative basis-for-conclusions document summarizing considerations that were deemed significant in the
development of this interpretation is available at www.aicpa.org/InterestAreas/ProfessionalEthics/Resources/Tools/
DownloadableDocuments/ Gifts_Basis_Document.pdf.

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2.130 Preparing and Reporting Information

2.130.010 Knowing Misrepresentations in the Preparation and Presentation of Information

.01 Members at all levels in an employing organization may be involved in the preparation and presentation
of information for use both within and outside the employing organization. Stakeholders for whom such
information is prepared or presented include the following:

a. Management and those charged with governance

b. Investors, lenders, and other creditors

c. Regulators

.02 This information may assist stakeholders in understanding and evaluating aspects of the employing
organization’s operations and finances and in making decisions concerning the employing organization.
This includes financial and non-financial information that may be made public or used for internal purposes
such as the following:

a. Operating and performance reports

b. Decision support analyses

c. Budgets and forecasts

d. Information provided to the internal and external auditors

e. Risk analyses

f. General and special purpose financial statements

g. Tax returns

h. Reports filed with regulators for legal and compliance purposes

.03 Members who are responsible for recording, maintaining, preparing, approving, or presenting information
should do so in accordance with the “Integrity and Objectivity Rule” [2.100.001] as follows:

a. Presenting the information in accordance with a relevant reporting framework, where applicable

b. Preparing or presenting information in a manner that is intended not to mislead, including not to
influence contractual or regulatory outcomes inappropriately

c. Preparing or presenting information without omissions that would render the information misleading

.04 This responsibility involves using professional judgment in the following:

a. Representing the facts accurately and completely in all material respects

b. Describing clearly the true nature of business transactions or activities

c. Classifying and recording information in a timely and proper manner

Preparation and Presentation of Financial Statements and Records

.05 Threats to compliance with the “Integrity and Objectivity Rule” [2.100.001] would not be at an acceptable
level and could not be reduced to an acceptable level by the application of safeguards, and the member
would be considered to have knowingly misrepresented facts in violation of the “Integrity and Objectivity
Rule,” if the member

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a. makes, or permits or directs another to make, materially false and misleading entries in an entity’s
financial statements or records;

b. fails to correct an entity’s financial statements or records that are materially false and misleading
when the member has the authority to record the entries; or

c. signs, or permits or directs another to sign, a document containing materially false and misleading
information. [Prior reference: paragraph .02 of ET section 102]

.06 Preparing or presenting information may require the exercise of discretion in making professional
judgments. Preparing or presenting such information in compliance with the “Integrity and Objectivity
Rule” [2.100.001] requires the member not to exercise such discretion with the intention of misleading.

Preparation and Presentation of Information Not Subject to a Reporting Framework

.07 When performing professional activities, especially those that do not require compliance with a relevant
reporting framework, the member should use professional judgment to identify and take into account the
purpose for which the information is to be used, the context in which it is provided, and the audience to
whom it is addressed. For example, when preparing or presenting pro forma reports, budgets, or forecasts,
the inclusion of relevant estimates, approximations, and assumptions, where appropriate, would enable
those who may rely on such information to form their own judgments. The member may also consider
clarifying the intended audience, context, and purpose of the information presented.

Reliance on the Work of Others

.08 A member who intends to rely on the work of others, either internal or external to the organization,
should use professional judgment to determine what steps to take, if any, to ensure that the requirements
set out in paragraphs .03, .04, and .05 are fulfilled. Factors to consider in determining whether reliance
on others is reasonable include reputation, expertise, objectivity, resources available to the individual or
organization, and whether the other individual is subject to applicable professional and ethical standards.
Such information may be gained from prior association with, or from consulting others about, the
individual or the organization.

Association With Misleading Information

.09 If the member knows or has reason to believe that the information with which he or she is associated is
misleading, the member should apply appropriate safeguards to seek to resolve the matter, including the
following:

a. Consulting the employing organization’s policies and procedures (for example, an ethics or
whistleblowing policy) regarding how such matters should be addressed internally

b. Discussing concerns that the information is misleading with the member’s supervisor or the
appropriate levels of management within the member’s employing organization or those charged
with governance and requesting such individuals to take appropriate action to resolve the matter.
Such action may include the following:

i. Having the information corrected

ii. If the information has already been disclosed to the intended users, informing them of the
correct information

.10 If the member determines that appropriate action has not been taken and continues to have reason to
believe that the information is misleading, threats to compliance with the “Integrity and Objectivity
Rule” [2.100.001] would not be at an acceptable level. In such circumstances, the member, being alert to
the requirements of the “Confidential Information Obtained From Employment or Volunteer Activities”
interpretation [2.400.070], should consider one or more of the following safeguards:

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a. Consulting with a relevant professional body

b. Consulting with the employing organization’s internal auditor and external accountant

c. Determining whether any requirements exist to communicate to third parties, including users of the
information, the organization’s external accountant, or regulatory authorities

d. Consulting legal counsel regarding his or her responsibilities

.11 If, after exhausting all feasible options, the member determines that appropriate action has not been taken
and there is reason to believe that the information is still misleading, the member should refuse to be
or to remain associated with the information. The member also should consider whether to continue a
relationship with the employing organization.

.12 Nothing in this interpretation precludes a member from resigning from the organization at any time.
However, resignation may not relieve the member of responsibilities in the situation, including any
responsibility to disclose concerns to third parties, such as regulatory authorities or the employing
organization’s (or former employing organization’s) external accountant.

.13 The member is also encouraged to document his or her understanding of the facts, the accounting principles
or other relevant professional standards involved, and the communications and parties with whom these
matters were discussed, the courses of action considered, and how the member attempted to address the
matter.

.14 When threats to compliance with the “Integrity and Objectivity Rule” [2.100.001] are due to differences of
opinion between a member and his or her supervisor (or any other person within the member’s organization)
relating to the application of accounting principles, auditing standards, or other relevant professional
standards, the member should also refer to the “Subordination of Judgment” interpretation [2.130.020].

[See Revision History Table]

2.130.020 Subordination of Judgment

.01 The “Integrity and Objectivity Rule” [2.100.001] prohibits a member from knowingly misrepresenting
facts or subordinating his or her judgment when performing professional services for an employer or on
a volunteer basis. This interpretation addresses differences of opinion between a member and his or her
supervisor or any other person within the member’s organization.

.02 Self-interest, familiarity, and undue influence threats to the member’s compliance with the “Integrity and
Objectivity Rule” [2.100.001] may exist when a member and his or her supervisor or any other person
within the member’s organization have a difference of opinion relating to the application of accounting
principles; auditing standards; or other relevant professional standards, including standards applicable to
tax and consulting services or applicable laws or regulations.

.03 A member should evaluate the significance of any threats to determine if they are at an acceptable level.
Threats are at an acceptable level if the member concludes that the position taken does not result in a
material misrepresentation of fact or a violation of applicable laws or regulations. If threats are not at an
acceptable level, the member should apply the safeguards in paragraphs .06–.08 to eliminate or reduce the
threat(s) to an acceptable level so that the member does not subordinate his or her judgment.

.04 In evaluating the significance of any identified threats, the member should determine, after appropriate
research or consultation, whether the result of the position taken by the supervisor or other person

a. fails to comply with professional standards, when applicable;

b. creates a material misrepresentation of fact; or

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c. may violate applicable laws or regulations.

.05 If the member concludes that threats are at an acceptable level, the member should discuss his or
her conclusions with the person taking the position. No further action would be needed under this
interpretation.

.06 If the member concludes that the position results in a material misrepresentation of fact or a violation of
applicable laws or regulations, then threats would not be at an acceptable level. In such circumstances,
the member should discuss his or her concerns with the supervisor.

.07 If the difference of opinion is not resolved after discussing the concerns with the supervisor, the member
should discuss his or her concerns with the appropriate higher level(s) of management within the member’s
organization (for example, the supervisor’s immediate superior, senior management, and those charged
with governance).

.08 If after discussing the concerns with the supervisor and appropriate higher level(s) of management
within the member’s organization, the member concludes that appropriate action was not taken, then
the member should consider, in no specific order, the following safeguards to ensure that threats to the
member’s compliance with the “Integrity and Objectivity Rule” [2.100.001] are eliminated or reduced to
an acceptable level:

a. Determine whether the organization’s internal policies and procedures have any additional
requirements for reporting differences of opinion.

b. Determine whether he or she is responsible for communicating to third parties, such as regulatory
authorities or the organization’s (former organization’s) external accountant. In considering such
communications, the member should be cognizant of his or her obligations under the “Confidential
Information Obtained From Employment or Volunteer Activities” interpretation [2.400.070] of the
“Acts Discreditable Rule” [2.400.001] and the “Obligation of a Member to His or Her Employer’s
External Accountant” interpretation [2.130.030] of the “Integrity and Objectivity Rule” [2.100.001].

c. Consult with his or her legal counsel regarding his or her responsibilities.

d. Document his or her understanding of the facts, the accounting principles, auditing standards, or other
relevant professional standards involved or applicable laws or regulations and the conversations and
parties with whom these matters were discussed.

.09 If the member concludes that no safeguards can eliminate or reduce the threats to an acceptable level or if
the member concludes that appropriate action was not taken, then he or she should consider the continuing
relationship with the member’s organization and take appropriate steps to eliminate his or her exposure
to subordination of judgment.

.10 Nothing in this interpretation precludes a member from resigning from the organization at any time.
However, resignation may not relieve the member of responsibilities in the situation, including any
responsibility to disclose concerns to third parties, such as regulatory authorities or the employer’s (former
employer’s) external accountant.

.11 A member should use professional judgment and apply similar safeguards, as appropriate, to other
situations involving a difference of opinion as described in this interpretation so that the member does not
subordinate his or her judgment. [Prior reference: paragraph .05 of ET section 102]

2.130.030 Obligation of a Member to His or Her Employer’s External Accountant

.01 The “Integrity and Objectivity Rule” [2.100.001] requires a member to maintain objectivity and integrity in
the performance of a professional service. When dealing with an employer’s external accountant, a member
must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts. This

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would include, for example, responding to specific inquiries for which the employer’s external accountant
requests written representation. [Prior reference: paragraph .04 of ET section 102]

2.160 Educational Services

2.160.010 Educational Services

.01 Members who perform educational services, such as teaching full or part time at a university, teaching
a continuing professional education course, or engaging in research and scholarship, are performing
professional services and, therefore, are subject to the “Integrity and Objectivity Rule” [2.100.001]. [Prior
reference: paragraph .06 of ET section 102]

2.170 Pressure to Breach the Rules

2.170.010 Pressure to Breach the Rules

.01 This interpretation addresses pressures that could result in a member taking actions that breach or cause
others to breach the rules, particularly the “Integrity and Objectivity Rule” [2.100.001].

.02 A member may face pressure that could create threats, for example undue influence threats, to compliance
with the “Integrity and Objectivity Rule” [2.100.001] when undertaking a professional service. Pressure
may be explicit or implicit. Pressure may come from within the employing organization, for example, from
a colleague or superior, from an external individual or organization such as a vendor, customer or lender,
or from the need to meet internal or external targets and expectations.

.03 A member should not allow pressure from others to result in a breach of the “Integrity and Objectivity
Rule” [2.100.001]. A member also should not place pressure on others that the member knows, or has
reason to believe, would result in the other individuals breaching the rules of the AICPA Code of
Professional Conduct.

.04 Examples of pressure that could result in a breach of the “Integrity and Objectivity Rule” [2.100.001]
include the following:

a. Pressure related to conflicts of interest, for example, pressure from a family member bidding to act
as a vendor to the member’s employing organization to select that vendor over another prospective
vendor

Refer to the “Conflicts of Interest for Members in Business” interpretation [2.110.010] for additional
guidance.

b. Pressure to influence presentation of information:

i. Pressure to report misleading financial results to meet investor, analyst, or lender expectations.

ii. Pressure from elected officials on government accountants to misrepresent programs or
projects to voters.

iii. Pressure from colleagues to misstate income, expenditure, or rates of return to bias decision-
making on capital projects and acquisitions.

iv. Pressure from superiors to approve or process expenditures that are not legitimate business
expenses.

v. Pressure to suppress internal audit reports containing adverse findings.

Refer to the “Knowing Misrepresentations in the Preparation and Presentation of Information”
interpretation [2.130.010] for additional guidance.

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c. Pressure to act without sufficient competence or due care:

i. Pressure from superiors to inappropriately reduce the extent of work performed.

ii. Pressure from superiors to perform a task without sufficient skills or training or within
unrealistic deadlines.

Refer to the “General Standards Rule” [2.300.001] for additional guidance.

d. Pressure related to financial interests. For example, pressure to manipulate performance indicators
from superiors, colleagues or others, such as those who may benefit from participation in
compensation or incentive arrangements.

e. Pressure related to gifts or entertainment:

i. Pressure from others, either internal or external to the employing organization, to offer gifts
or entertainment to inappropriately influence the judgment or decision-making process of an
individual or organization.

ii. Pressure from colleagues to accept inappropriate gifts or entertainment from potential vendors
in a bidding process.

Refer to the “Offering or Accepting Gifts or Entertainment” interpretation [2.120.010] for additional
guidance.

.05 In determining whether the pressure could result in a breach of the “Integrity and Objectivity
Rule” [2.100.001], the member might consider factors including the following:

a. The intent of the individual who is exerting the pressure and the nature and significance of the
pressure.

b. The application of relevant laws, regulations, and professional standards to the circumstances.

c. The culture and leadership of the employing organization including the extent to which it emphasizes
the importance of ethical behavior and the expectation that employees will act in an ethical manner.
For example, a corporate culture that tolerates unethical behavior may increase the likelihood that
the pressure would result in a breach of the rules.

d. Policies and procedures, if any, that the employing organization has established, such as ethics or
human resources policies that address pressure.

.06 In considering the factors in paragraph .05 along with other factors, and being alert to the requirements
of the “Confidential Information Obtained From Employment or Volunteer Activities” interpretation
[2.400.070], the member may consult with the following:

a. A colleague, superior, human resources personnel, internal compliance personnel, or another
professional accountant.

b. Relevant professional or regulatory bodies or industry associations.

c. Legal counsel.

.07 If the member determines that the pressure would result in a breach of the “Integrity and Objectivity
Rule” [2.100.001], the member might consider safeguards, including these:

a. Discussing the matter with the individual who is exerting the pressure to seek to resolve it.

b. Discussing the matter with the member’s supervisor if the supervisor is not the individual exerting
the pressure.

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c. Escalating the matter within the employing organization, for example, with higher levels of
management, internal or external auditors, or those charged with governance, including independent
directors and, when appropriate, explaining any consequential risks to the organization.

d. Requesting restructuring or segregating certain responsibilities and duties so that the member is no
longer involved with the individual or entity exerting the pressure, when doing so would eliminate
the pressure to breach the “Integrity and Objectivity Rule.” For example, if a member is pressured
in relation to a conflict of interest, the pressure to breach the rule may be eliminated if the member
avoids being associated with the matter creating the conflict.

e. Disclosing the matter in accordance with the employing organization’s policies, including ethics and
whistleblowing policies, using any established mechanism, such as a confidential ethics hotline.

f. Consulting with legal counsel.

.08 In situations in which the member determines that the pressure to breach the “Integrity and Objectivity
Rule” [2.100.001] has not been eliminated, the member should do the following:

a. Decline to undertake or discontinue the professional activity that would result in a breach of the rule.

b. Consider whether to continue a relationship with the employing organization.

.09 The member is also encouraged to document the facts, the communications, the courses of action
considered, the parties with whom these matters were discussed, and how the matter was addressed.

Effective Date

.10 This interpretation is effective August 31, 2017.

2.300 General Standards

2.300.001 General Standards Rule

.01 A member shall comply with the following standards and with any interpretations thereof by bodies
designated by Council.

a. Professional Competence. Undertake only those professional services that the member or the
member’s firm can reasonably expect to be completed with professional competence.

b. Due Professional Care. Exercise due professional care in the performance of professional services.

c. Planning and Supervision. Adequately plan and supervise the performance of professional services.

d. Sufficient Relevant Data. Obtain sufficient relevant data to afford a reasonable basis for conclusions
or recommendations in relation to any professional services performed.

.02 See appendix A, “Council Resolution Designating Bodies to Promulgate Technical Standards.” [Prior
reference: paragraph .01 of ET section 201]

Interpretations Under the General Standards Rule

2.300.005 Application of the Conceptual Framework for Members in Business and Ethical Conflicts

.01 In the absence of an interpretation of the “General Standards Rule” [2.300.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Members in
Business” [2.000.010].

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.02 A member would be considered in violation of the “General Standards Rule” [2.300.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [2.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
and legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

2.300.010 Competence

.01 Competence, in this context, means that the member or member’s staff possesses the appropriate technical
qualifications to perform professional services and, as required, supervises and evaluates the quality of
work performed. Competence encompasses knowledge of the profession’s standards, the techniques and
technical subject matter involved, and the ability to exercise sound judgment in applying such knowledge
in the performance of professional services.

.02 A member’s agreement to perform professional services implies that the member has the necessary
competence to complete those services according to professional standards and to apply the member’s
knowledge and skill with reasonable care and diligence. However, the member does not assume a
responsibility for infallibility of knowledge or judgment.

.03 The member may have the knowledge required to complete the services in accordance with professional
standards prior to performance. A normal part of providing professional services involves performing
additional research or consulting with others to gain sufficient competence.

.04 If a member is unable to gain sufficient competence, the member should suggest the involvement of a
competent person to perform the needed professional service, either independently or as an associate.
[Prior reference: paragraph .02 of ET section 201]

2.300.030 Submission of Financial Statements

.01 When a member is a stockholder, a partner, a director, an officer, or an employee of an entity and, in this
capacity, prepares or submits the entity’s financial statements to third parties, the member should clearly
communicate, preferably in writing, the member’s relationship to the entity and should not imply that
the member is independent of the entity. In addition, if the communication states affirmatively that the
financial statements are presented in conformity with the applicable financial reporting framework, the
member should comply with the “Accounting Principles Rule” [2.320.001].

.02 Refer to the “Use of CPA Credential” interpretation [2.400.100] of the “Acts Discreditable
Rule” [2.400.001] for additional guidance. [Prior reference: paragraphs .019–.020 of ET section 291]

2.310 Compliance With Standards

2.310.001 Compliance With Standards Rule

.01 A member who performs auditing, review, compilation, management consulting, tax, or other professional
services shall comply with standards promulgated by bodies designated by Council.

.02 See appendix A,“ Council Resolution Designating Bodies to Promulgate Technical Standards.” [Prior
reference: paragraph .01 of ET section 202]

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A nonauthoritative question and answer regarding use of standards that have not been established by a body designated
by AICPA Council is available in the FAQ at www.aicpa.org/InterestAreas/ProfessionalEthics/Resources/Tools/
DownloadableDocuments/Ethics-General-FAQs.pdf.

Interpretations Under the Compliance with Standards Rule

2.310.005 Application of the Conceptual Framework for Members in Business and Ethical Conflicts

.01 In the absence of an interpretation of the “Compliance With Standards Rule” [2.310.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Business” [2.000.010]

.02 A member would be considered in violation of the “Compliance With Standards Rule” [2.310.001] if the
member cannot demonstrate that safeguards were applied that eliminated or reduced significant threats
to an acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [2.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015, and early implementation is allowed provided
the member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

2.320 Accounting Principles

2.320.001 Accounting Principles Rule

.01 A member shall not (1) express an opinion or state affirmatively that the financial statements or other
financial data of any entity are presented in conformity with generally accepted accounting principles or
(2) state that he or she is not aware of any material modifications that should be made to such statements or
data in order for them to be in conformity with generally accepted accounting principles, if such statements
or data contain any departure from an accounting principle promulgated by bodies designated by Council
to establish such principles that has a material effect on the statements or data taken as a whole. If, however,
the statements or data contain such a departure and the member can demonstrate that due to unusual
circumstances the financial statements or data would otherwise have been misleading, the member can
comply with the rule by describing the departure, its approximate effects, if practicable, and the reasons
why compliance with the principle would result in a misleading statement.

.02 See appendix A, “Council Resolution Designating Bodies to Promulgate Technical Standards.” [Prior
reference: paragraph .01 of ET section 203]

Interpretations Under the Accounting Principles Rule

2.320.005 Application of the Conceptual Framework for Members in Business and Ethical Conflicts

.01 In the absence of an interpretation of the “Accounting Principles Rule” [2.320.001] that addresses a
particular relationship or circumstance, a member should apply the “Conceptual Framework for Members
in Business” [2.000.010].

.02 A member would be considered in violation of the “Accounting Principles Rule” [2.320.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

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.03 A member should consider the guidance in “Ethical Conflicts” [2.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to following an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015 and early implementation is allowed provided the
member has implemented the revised code. Paragraph .03 is effective December 15, 2014.

2.320.010 Responsibility for Affirming That Financial Statements Are in Conformity With the
Applicable Financial Reporting Framework

.01 A member shall not state affirmatively that an entity’s financial statements or other financial data are
presented in conformity with generally accepted accounting principles (GAAP) if such statements or
data contain any departure from an accounting principle promulgated by a body designated by Council
to establish such principles. Members who affirm that financial statements or other financial data are
presented in conformity with GAAP should comply with the “Accounting Principles Rule” [2.320.001].
A member’s representation in a letter or other communication that an entity’s financial statements are in
conformity with GAAP may be considered an affirmative statement within the meaning of this rule with
respect to the member who signed the letter or other communication (for example, the member signed a
report to a regulatory authority, a creditor, or an auditor). [Prior reference: paragraph .05 ET section 203]

2.320.020 Status of Financial Accounting Standards Board, Governmental Accounting Standards
Board, Federal Accounting Standards Advisory Board, and International Accounting Standards
Board Interpretations

.01 The “Accounting Principles Rule” [2.320.001] authorizes Council to designate bodies to establish
accounting principles. Council has designated the Financial Accounting Standards Board (FASB) as such
a body and has resolved that FASB Accounting Standards Codification® (ASC) constitutes accounting
principles as contemplated in the rule. Council designated the Governmental Accounting Standards Board
(GASB), with respect to Statements of Governmental Accounting Standards issued in July 1984 and
thereafter, as the body to establish financial accounting principles for state and local governmental entities,
pursuant to the “Accounting Principles Rule.” Council designated the Federal Accounting Standards
Advisory Board (FASAB), with respect to Statements of Federal Accounting Standards adopted and issued
in March 1993 and subsequently, as the body to establish accounting principles for federal government
entities, pursuant to the “Accounting Principles Rule.” Council designated the International Accounting
Standards Board (IASB) as an accounting body for purposes of establishing international financial
accounting and reporting principles.

.02 Reference to GAAP in the “Accounting Principles Rule” [2.320.001] means those accounting principles
promulgated by bodies designated by Council, which are listed in paragraph .01 and in appendix A,
“Council Resolution Designating Bodies to Promulgate Technical Standards.”

.03 The Professional Ethics Division will look to the codification or statements and any interpretations thereof
issued by FASB, GASB, FASAB, or IASB in determining whether a member has departed from an
accounting principle established by a designated accounting standard-setter in FASB ASC, a Statement
of Governmental Accounting Standards, a Statement of Federal Accounting Standards, or International
Financial Reporting Standards (IFRS). [Prior reference: paragraph .03 of ET section 203]

2.320.030 Departures From Generally Accepted Accounting Principles

.01 It is difficult to anticipate all the circumstances in which accounting principles may be applied. However,
there is a strong presumption that adherence to GAAP would, in nearly all instances, result in financial
statements that are not misleading. The “Accounting Principles Rule” [2.320.001] recognizes that, upon

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167

occasion, there may be unusual circumstances when the literal application of GAAP would have the effect
of rendering financial statements misleading. In such cases, the proper accounting treatment to apply is
that which will not render the financial statements misleading.

.02 The question of what constitutes unusual circumstances, as referred to in the “Accounting Principles
Rule” [2.320.001], is a matter of professional judgment involving the ability to support the position that
adherence to a promulgated principle within GAAP would be regarded generally by reasonable persons
as producing misleading financial statements.

.03 Examples of circumstances that may justify a departure from GAAP include new legislation or evolution
of a new form of business transaction. Examples of circumstances that would not justify departures
from GAAP include an unusual degree of materiality or conflicting industry practices. [Prior reference:
paragraph .02 of ET section 203]

.04 If the statements or data contain such departures, see the “Accounting Principles Rule” [2.320.001] for
further guidance.

2.320.040 Financial Statements Prepared Pursuant to Financial Reporting Frameworks Other Than
GAAP

.01 Reference to GAAP in the “Accounting Principles Rule” [2.320.001] means those accounting principles
promulgated by bodies designated by Council, which are listed in appendix A. The bodies designed by
Council to promulgate accounting principles are

a. FASAB,

b. FASB,

c. GASB, and

d. IASB.

.02 Financial statements prepared pursuant to other accounting principles would be considered
financial reporting frameworks other than GAAP within the context of the “Accounting Principles
Rule” [2.320.001].

.03 However, the “Accounting Principles Rule” [2.320.001] does not preclude a member from preparing or
reporting on financial statements that have been prepared pursuant to financial reporting frameworks other
than GAAP, such as

a. financial reporting frameworks generally accepted in another country, including jurisdictional
variations of IFRS such that the entity’s financial statements do not meet the requirements for full
compliance with IFRS, as promulgated by the IASB;

b. financial reporting frameworks prescribed by an agreement or a contract; or

c. other special purpose frameworks, including statutory financial reporting provisions required by law
or a U.S. or foreign governmental regulatory body to whose jurisdiction the entity is subject.

.04 In such circumstances, however, the financial statements or member’s reports thereon should not purport
that the financial statements are in accordance with GAAP and the financial statements or reports on those
financial statements, or both, should clarify the financial reporting framework(s) used. [Prior reference:
paragraph .06 of ET section 203]

2.400 Acts Discreditable

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168

2.400.001 Acts Discreditable Rule

.01 A member shall not commit an act discreditable to the profession. [Prior reference: paragraph .01 of ET
section 501]

Interpretations Under the Acts Discreditable Rule

2.400.005 Application of the Conceptual Framework for Members in Business and Ethical Conflicts

.01 In the absence of an interpretation of the “Acts Discreditable Rule” [2.400.001] that addresses a particular
relationship or circumstance, a member should apply the “Conceptual Framework for Members in
Business” [2.000.010].

.02 A member would be considered in violation of the “Acts Discreditable Rule” [2.400.001] if the member
cannot demonstrate that safeguards were applied that eliminated or reduced significant threats to an
acceptable level.

.03 A member should consider the guidance in “Ethical Conflicts” [2.000.020] when addressing ethical
conflicts that may arise when the member encounters obstacles to follow an appropriate course of action.
Such obstacles may be due to internal or external pressures or to conflicts in applying relevant professional
standards or legal standards, or both. [No prior reference: new content]

Effective Date

.04 Paragraphs .01 and .02 are effective December 15, 2015 and early implementation is allowed.
Paragraph .03 is effective December 15, 2014.

2.400.010 Discrimination and Harassment in Employment Practices

.01 A member would be presumed to have committed an act discreditable to the profession, in violation
of the “Acts Discreditable Rule” [2.400.001] if a final determination, no longer subject to appeal, is
made by a court or an administrative agency of competent jurisdiction that a member has violated any
antidiscrimination laws of the United States, state, or municipality, including those related to sexual and
other forms of harassment. [Prior reference: paragraph .03 of ET section 501]

2.400.020 Solicitation or Disclosure of CPA Examination Questions and Answers

.01 A member who solicits or knowingly discloses the Uniform CPA Examination question(s) or answer(s), or
both, without the AICPA’s written authorization shall be considered to have committed an act discreditable
to the profession, in violation of the “Acts Discreditable Rule” [2.400.001]. [Prior reference: paragraph .07
of ET section 501]

2.400.030 Failure to File a Tax Return or Pay a Tax Liability

.01 A member who fails to comply with applicable federal, state, or local laws or regulations regarding (a)
the timely filing of the member’s personal tax returns or tax returns for the member’s employer that the
member has the authority to timely file or (b) the timely remittance of all payroll and other taxes collected
on behalf of others may be considered to have committed an act discreditable to the profession, in violation
of the “Acts Discreditable Rule” [2.400.001]. [Prior reference: paragraph .08 of ET section 501]

2.400.040 Negligence in the Preparation of Financial Statements or Records

.01 A member shall be considered in violation of the “Acts Discreditable Rule” [2.400.001] if the member, by
virtue of his or her negligence, does any of the following:

a. Makes, or permits or directs another to make, materially false and misleading entries in the financial
statements or records of an entity.

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169

b. Fails to correct an entity’s financial statements that are materially false and misleading when the
member has the authority to record an entry.

c. Signs, or permits or directs another to sign, a document containing materially false and misleading
information. [Prior reference: paragraph .05 of ET section 501]

2.400.050 Governmental Bodies, Commissions, or Other Regulatory Agencies

.01 Many governmental bodies, commissions, or other regulatory agencies have established requirements,
such as standards, guides, rules, and regulations, that members are required to follow in the preparation
of financial statements or related information. For example, the SEC, the Federal Communications
Commission, state insurance commissions, and other regulatory agencies have established such
requirements.

.02 If a member prepares financial statements or related information (for example, management’s discussion
and analysis) for purposes of reporting to such bodies, commissions, or regulatory agencies, the member
should follow the requirements of such organizations in addition to the applicable financial reporting
framework.

.03 A member’s material departure from such requirements would be considered a violation of the “Acts
Discreditable Rule” [2.400.001] unless the member discloses in the financial statements or related
information that such requirements were not followed and the applicable reasons. [Prior reference:
paragraph .06 of ET section 501]

2.400.060 Indemnification and Limitation of Liability Provisions

.01 Certain governmental bodies, commissions, or other regulatory agencies (collectively, regulators) have
established requirements through laws, regulations, or published interpretations that

a. prohibit entities subject to their regulation (regulated entity) from including certain types of
indemnification and limitation of liability provisions in agreements for the performance of audit or
other attest services that are required by such regulators; or

b. provide that the existence of such provisions disqualifies a member from rendering such services
to these entities.

For example, federal banking regulators, state insurance commissions, and the SEC have established such
requirements.

.02 If a member enters into, or directs or knowingly permits another individual to enter into, a contract for the
performance of audit or other attest services that are subject to the requirements of these regulators, the
member should not include, or knowingly permit or direct another individual to include, an indemnification
or limitation of liability provision that would cause the regulated entity or a member to be in violation of
such requirements or disqualify a member from providing such services to the regulated entity. A member
who enters into, or directs or knowingly permits another individual to enter into, such an agreement for the
performance of audit or other attest services would be considered in violation of the “Acts Discreditable
Rule” [2.400.001]. [Prior reference: paragraph .09 of ET section 501]

2.400.070 Confidential Information Obtained From Employment or Volunteer Activities

.01 A member should maintain the confidentiality of his or her employer’s confidential information and
should not use or disclose any confidential employer information obtained as a result of an employment
relationship, such as discussions with the employer’s vendors, customers, or lenders (for example, any
confidential information pertaining to a current or previous employer, subsidiary, affiliate, or parent
thereof, as well as any entities for which the member is working in a volunteer capacity).

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170

.02 For purposes of this interpretation, confidential employer information is any proprietary information
pertaining to the employer or any organization for whom the member may work in a volunteer capacity
that is not known to be available to the public and is obtained as a result of such relationships.

.03 A member should be alert to the possibility of inadvertent disclosure, particularly to a close business
associate or close relative or immediate family member. The member should also take reasonable steps to
ensure that staff under his or her control or others within the employing organization and persons from
whom advice and assistance are obtained are aware of the confidential nature of the information.

.04 When a member changes employment, a member should not use confidential employer information
acquired as a result of a prior employment relationship to his or her personal advantage or the advantage of
a third party, such as a current or prospective employer. The requirement to maintain the confidentiality of
an employer’s confidential information continues even after the end of the relationship between a member
and the employer. However, the member is entitled to use experience and expertise gained through prior
employment relationships.

.05 A member would be considered in violation of the “Acts Discreditable Rule” [2.400.001] if the member
discloses or uses any confidential employer information acquired as a result of employment or volunteer
relationships without the proper authority or specific consent of the employer or organization for whom
the member may work in a volunteer capacity, unless there is a legal or professional responsibility to use
or disclose such information.

.06 The following are examples of situations in which members are permitted or may be required to disclose
confidential employer information or when such disclosure may be appropriate:

a. Disclosure is permitted by law and authorized by the employer.

b. Disclosure is required by law, for example, to

i. comply with a validly issued and enforceable subpoena or summons or

ii. inform the appropriate public authorities of violations of law that have been discovered.

c. There is a professional responsibility or right to disclose information, when not prohibited by law, to

i. initiate a complaint with, or respond to any inquiry made by, the Professional Ethics Division
or trial board of the AICPA or a duly constituted investigative or disciplinary body of a state
CPA society, board of accountancy, or other regulatory body;

ii. protect the member’s professional interests in legal proceedings;

iii. comply with professional standards and other ethics requirements; or

iv. report potential concerns regarding questionable accounting, auditing, or other matters to the
employer’s confidential complaint hotline or those charged with governance.

d. Disclosure is permitted on behalf of the employer to

i. obtain financing with lenders;

ii. communicate with vendors, clients, and customers; or

iii. communicate with the employer’s external accountant, attorneys, regulators, and other
business professionals.

.07 In deciding whether to disclose confidential employer information, relevant factors to consider include
the following:

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a. Whether all the relevant information is known and substantiated to the extent that it is practicable.
When the situation involves unsubstantiated facts, incomplete information, or unsubstantiated
conclusions, the member should use professional judgment in determining the type of disclosure to
be made, if any.

b. Whether the parties to whom the communication may be addressed are appropriate recipients.

.08 A member may wish to consult with his or her legal counsel prior to disclosing, or determining whether
to disclose, confidential employer information.

.09 Refer to the “Subordination of Judgment” interpretation [2.130.020] of the “Integrity and Objectivity
Rule” [2.100.001] for additional guidance. [Prior reference: paragraph .10 of ET section 501]

2.400.090 False, Misleading, or Deceptive Acts in Promoting or Marketing Professional Services

.01 A member would be in violation of the “Acts Discreditable Rule” [2.400.001] if the member promotes
or markets the member’s abilities to provide professional services or makes claims about the member’s
experience or qualifications in a manner that is false, misleading, or deceptive.

.02 Promotional efforts would be false, misleading, or deceptive if they contain any claim or representation
that would likely cause a reasonable person to be misled or deceived. This includes any representation
about CPA licensure or any other professional certification or accreditation that is not in compliance with
the requirements of the relevant licensing authority or designating body. [Prior reference: paragraph .11
of ET section 501]

2.400.100 Use of the CPA Credential

.01 A member should refer to applicable state accountancy laws and board of accountancy rules and regulations
for guidance regarding the use of the CPA credential. A member who fails to follow the accountancy
laws, rules, and regulations on use of the CPA credential in any of the jurisdictions in which the CPA
practices would be considered to have used the CPA credential in a manner that is false, misleading, or
deceptive and in violation of the “Acts Discreditable Rule” [2.400.001]. [Prior reference: paragraph .12
of ET section 501].

172

Part 3
Other Members

3.000 Introduction

.01 Part 3 of the Code of Professional Conduct (the code) applies to members who are not in public practice
and are not members in business. Accordingly, when the term member is used in part 3 of the code, the
requirements apply only to such members. [No prior reference: new content]

Effective Date

.02 Effective December 15, 2014.

3.000.030 Applicability

.01 Part 3 of the code applies to members who are neither members in public practice nor members in business,
for example members who are retired or not currently employed. These members are subject to the “Acts
Discreditable Rule” [3.400.001]. [No prior reference: new content]

Effective Date

.02 Effective December 15, 2014.

3.400 Acts Discreditable

3.400.001 Acts Discreditable Rule

.01 A member shall not commit an act discreditable to the profession. [Prior reference: paragraph .01 of ET
section 501]

Interpretations Under the Acts Discreditable Rule

3.400.010 Discrimination and Harassment in Employment Practices

.01 A member would be presumed to have committed an act discreditable to the profession, in violation
of the “Acts Discreditable Rule” [3.400.001] if a final determination, no longer subject to appeal, is
made by a court or an administrative agency of competent jurisdiction that a member has violated any
antidiscrimination laws of the United States, state, or municipality, including those related to sexual and
other forms of harassment. [Prior reference: paragraph .03 of ET section 501]

3.400.020 Solicitation or Disclosure of CPA Examination Questions and Answers

.01 A member who solicits or knowingly discloses the Uniform CPA Examination question(s) or answer(s), or
both, without the AICPA’s written authorization shall be considered to have committed an act discreditable
to the profession, in violation of the “Acts Discreditable Rule” [3.400.001]. [Prior reference: paragraph .07
of ET section 501]

3.400.030 Failure to File a Tax Return or Pay a Tax Liability

.01 A member who fails to comply with applicable federal, state, or local laws or regulations regarding (a) the
timely filing of the member’s personal tax returns or (b) the timely remittance of all payroll and other taxes
collected on behalf of others may be considered to have committed an act discreditable to the profession, in
violation of the “Acts Discreditable Rule” [3.400.001]. [Prior reference: paragraph .08 of ET section 501]

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173

3.400.070 Confidential Information Obtained From Former Employment or Previous Volunteer
Activities

.01 A member should maintain the confidentiality of his or her former employer’s confidential information and
should not use or disclose any confidential employer information obtained as a result of an employment
relationship, such as discussions with the employer’s vendors, customers, or lenders (for example, any
confidential information pertaining to a previous employer, subsidiary, affiliate, or parent thereof, as well
as any entities for which the member worked in a volunteer capacity).

.02 For purposes of this interpretation, confidential employer information is any proprietary information
pertaining to the former employer or any organization for whom the member may have worked in a
volunteer capacity that is not known to be available to the public and is obtained as a result of such
relationships.

.03 A member should be alert to the possibility of inadvertent disclosure, particularly to a close business
associate or close relative or immediate family member.

.04 A member should not use confidential employer information acquired as a result of a prior employment
relationship to his or her personal advantage or the advantage of a third party, such as a current or
prospective employer. The requirement to maintain the confidentiality of an employer’s confidential
information continues even after the end of the relationship between a member and the employer. However,
the member is entitled to use experience and expertise gained through prior employment relationships.

.05 A member would be considered in violation of the “Acts Discreditable Rule” [3.400.001] if the member
discloses or uses any confidential employer information acquired as a result of former employment
or volunteer relationships without the proper authority or specific consent of the former employer or
organization for whom the member may work in a volunteer capacity, unless there is a legal or professional
responsibility to use or disclose such information.

.06 The following are examples of situations in which members are permitted or may be required to disclose
confidential employer information or when such disclosure may be appropriate:

a. Disclosure is permitted by law and authorized by the former employer.

b. Disclosure is required by law, for example, to

i. comply with a validly issued and enforceable subpoena or summons or

ii. inform the appropriate public authorities of violations of law that have been discovered.

c. There is a professional responsibility or right to disclose information, when not prohibited by law, to

i. initiate a complaint with, or respond to any inquiry made by, the Professional Ethics Division
or trial board of the AICPA or a duly constituted investigative or disciplinary body of a state
CPA society, board of accountancy, or other regulatory body;

ii. protect the member’s professional interests in legal proceedings;

iii. comply with professional standards and other ethics requirements; or

iv. report potential concerns regarding questionable accounting, auditing, or other matters to the
former employer’s confidential complaint hotline or those charged with governance.

d. Disclosure is permitted on behalf of the former employer to

i. obtain financing with lenders;

Part 3 — Other Members

174

ii. communicate with vendors, clients, and customers; or

iii. communicate with the former employer’s external accountant, attorneys, regulators, and other
business professionals.

.07 In deciding whether to disclose confidential employer information, relevant factors to consider include
the following:

a. Whether all the relevant information is known and substantiated to the extent that it is practicable.
When the situation involves unsubstantiated facts, incomplete information, or unsubstantiated
conclusions, the member should use professional judgment in determining the type of disclosure to
be made, if any.

b. Whether the parties to whom the communication may be addressed are appropriate recipients.

.08 A member may wish to consult with his or her legal counsel prior to disclosing, or determining whether
to disclose, confidential employer information. [Prior reference: paragraph .10 of ET section 501]

3.400.090 False, Misleading, or Deceptive Acts in Promoting or Marketing Services

.01 A member would be in violation of the “Acts Discreditable Rule” [3.400.001] if the member promotes
or markets the member’s abilities to provide services or makes claims about the member’s experience or
qualifications in a manner that is false, misleading, or deceptive.

.02 Promotional efforts would be false, misleading, or deceptive if they contain any claim or representation
that would likely cause a reasonable person to be misled or deceived. This includes any representation
about CPA licensure or any other professional certification or accreditation that is not in compliance with
the requirements of the relevant licensing authority or designating body. [No prior reference: new content]

Effective Date

.03 Effective December 15, 2014.

3.400.100 Use of the CPA Credential

.01 A member should refer to applicable state accountancy laws and board of accountancy rules and regulations
for guidance regarding the use of the CPA credential. A member who fails to follow the accountancy
laws, rules, and regulations on use of the CPA credential in any of the jurisdictions in which the CPA
practices would be considered to have used the CPA credential in a manner that is false, misleading, or
deceptive and in violation of the “Acts Discreditable Rule” [3.400.001]. [Prior reference: paragraph .12
of ET section 501]

175

Appendix A
Council Resolution Designating Bodies to Promulgate Technical
Standards

[As amended January 12, 1988; Revised April 1992, October 1999, May 2004, October 2007, May 2008, October
2012, May 2013, and May 20, 2018.]

Federal Accounting Standards Advisory Board

RESOLVED: That the Federal Accounting Standards Advisory Board, with respect to its statements of federal
accounting standards and concepts adopted and issued in March of 1993 and subsequently, in accordance with its rules
of procedure, the memorandum of understanding, and public notice designating FASAB’s standards and concepts as
having substantial authoritative support, be, and hereby is, designated by the Council of the American Institute of
Certified Public Accountants as the body to establish financial accounting principles for federal governmental entities
pursuant to the “Accounting Principles Rule” (AICPA, Professional Standards, ET sec. 1.320.001 and 2.320.001) of

the Code.1

[Added by Council October 1999.]

Financial Accounting Standards Board

WHEREAS: In 1959 the Council designated the Accounting Principles Board to establish accounting principles, and

WHEREAS: The Council is advised that the Financial Accounting Standards Board (FASB) has become operational,
it is

RESOLVED: That as of the date hereof the FASB, in respect of statements of financial accounting standards finally
adopted by such board in accordance with its rules of procedure and the bylaws of the Financial Accounting Foundation,
be, and hereby is, designated by this Council as the body to establish accounting principles pursuant to the “Accounting
Principles Rule,” (AICPA, Professional Standards, ET sec. 1.320.001 and 2.320.001) and standards on disclosure of
financial information for such entities outside financial statements in published financial reports containing financial
statements under the “Compliance With Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and
2.310.001) of the Code of Professional Conduct of the American Institute of Certified Public Accountants provided,
however, any accounting research bulletins, or opinions of the accounting principles board issued or approved for
exposure by the accounting principles board prior to April 1, 1973, and finally adopted by such board on or before
June 30, 1973, shall constitute statements of accounting principles promulgated by a body designated by Council as
contemplated in the “Accounting Principles Rule” (AICPA, Professional Standards, ET sec. 1.320.001 and 2.320.001)

of the Code unless and until such time as they are expressly superseded by action of the FASB.1

Governmental Accounting Standards Board

WHEREAS: The Governmental Accounting Standards Board (GASB) has been established by the board of trustees
of the Financial Accounting Foundation (FAF) to issue standards of financial accounting and reporting with respect
to activities and transactions of state and local governmental entities, and

WHEREAS: The American Institute of Certified Public Accountants is a signatory to the agreement creating the GASB
as an arm of the FAF and has supported the GASB professionally and financially, it is

RESOLVED: That as of the date hereof, the GASB, with respect to statements of governmental accounting standards
adopted and issued in July 1984 and subsequently, in accordance with its rules of procedure and the bylaws of the

1The changes to this appendix as of December 15, 2014, are administrative changes that were made to conform to the reformatted Code of
Professional Conduct.

Appendix A — Council Resolution Designating
Bodies to Promulgate Technical Standards

176

FAF, be, and hereby is, designated by the Council of the American Institute of Certified Public Accountants as the
body to establish financial accounting principles for state and local governmental entities, pursuant to the “Accounting
Principles Rule” (AICPA, Professional Standards, ET sec. 1.320.001 and 2.320.001) of the Code of Professional
Conduct, and standards on disclosure of financial information for such entities outside financial statements in published
financial reports containing financial statements under the “Compliance With Standards Rule” (AICPA, Professional

Standards, ET sec. 1.310.001 and 2.310.001) of the Code of Professional Conduct.1

Public Company Accounting Oversight Board

WHEREAS: The Public Company Accounting Oversight Board (PCAOB) has been established pursuant to the
Sarbanes-Oxley Act of 2002 (the Act), and

WHEREAS: The PCAOB has authority under the Act to establish or adopt, or both, by PCAOB rule, auditing and
related attestation standards, quality control, ethics, independence and other standards relating to the preparation and
issuance of audit reports for issuers as defined in the Act.

RESOLVED: That the PCAOB be, and hereby is, designated by the Council of the American Institute of Certified
Public Accountants as the body to establish standards relating to the preparation and issuance of audit reports for
entities within its jurisdiction as defined by the Act pursuant to the “General Standards Rule” (AICPA, Professional
Standards, ET sec. 1.300.001) and the “Compliance With Standards Rule” (AICPA, Professional Standards, ET sec.

1.310.001) of the Code of Professional Conduct.1

[Added by Council May 2004.]

International Accounting Standards Board

WHEREAS, At its Spring, 2008 meeting, the Council resolved that the International Accounting Standards Board
(IASB) be designated as the body which is authorized to establish professional standards with regard to international
accounting and reporting principles under the “Compliance With Standards Rule” (ET sec. 1.310.001 and 2.310.001)
and the “Accounting Principles Rule” (ET sec. 1.320.001 and 2.320.001) of the AICPA Code of Professional Conduct,
with the proviso that Council would, three to five years after such designation, reassess whether continued recognition
of the IASB for such purposes is appropriate, and readopted that resolution in May 2013, and

[Added by Council May 19, 2013, amended May 20, 2018.]

WHEREAS, The Council supports the IASB and believes recognition of the IASB as the body authorized to establish
professional standards with regard to international accounting and reporting principles under the “Compliance With
Standards Rule” (ET sec. 1.310.001 and 2.310.001) and the “Accounting Principles Rule” (ET sec. 1.320.001 and
2.320.001) of the AICPA Code of Professional Conduct should continue; and

[Added by Council May 19, 2013; readopted by Council, May 20, 2018.]

WHEREAS, The Council also believes it should again reassess such recognition three to five years after the effective
date of this resolution; now

[Added by Council May 19, 2013; readopted by Council, May 20, 2018.]

BE IT RESOLVED, That the Council hereby readopts the resolutions related to the IASB set out in Appendix A to
the Code of Professional Conduct as set out below.

[Added by Council May 19 2013; readopted by Council, May 20, 2018.]

RESOLVED: That the International Accounting Standards Board (IASB) is hereby designated as the body to establish
professional standards with respect to international financial accounting and reporting principles pursuant to the
“Compliance With Standards Rule” (ET sec. 1.310.001 and 2.310.001) and the “Accounting Principles Rule” (ET sec.
1.320.001 and 2.320.001) of the Code of Professional Conduct; and

Appendix A — Council Resolution Designating
Bodies to Promulgate Technical Standards

177

BE IT FURTHER RESOLVED: That the Council shall reassess, no sooner than three years but no later than five
years after the effective date of this resolution, whether continued recognition of the IASB as the body designated to
establish professional standards with respect to international financial accounting and reporting principles under the
“Compliance With Standards Rule” (ET sec. 1.310.001 and 2.310.001) and the “Accounting Principles Rule” (ET sec.

1.320.001 and 2.320.001) of the Code of Professional Conduct is appropriate.1

[Added by Council May 18, 2008; readopted by Council, May 19, 2013 and May 20, 2018.]

AICPA COMMITTEES AND BOARDS

WHEREAS: The membership of the Institute has adopted the “General Standards Rule” (AICPA, Professional
Standards, ET sec. 1.300.001 and 2.300.001) of the Code of Professional Conduct, which authorizes the Council to

designate bodies to promulgate technical standards with which members must comply, and therefore it is1

Accounting and Review Services Committee

RESOLVED: That the AICPA accounting and review services committee is hereby designated to promulgate standards
under the “General Standards Rule” (AICPA, Professional Standards, ET sec. 1.300.001) and the “Compliance With
Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001) of the Code of Professional Conduct with respect
to unaudited financial statements or other unaudited financial information of an entity that is not required to file

financial statements with a regulatory agency in connection with the sale or trading of its securities in a public market.1

Auditing Standards Board

RESOLVED: That, with respect to standards relating to the preparation and issuance of audit reports not included
within the resolution on the Public Company Accounting Oversight Board, the AICPA auditing standards board is
hereby designated as the body authorized under the “General Standards Rule” (AICPA, Professional Standards, ET
sec. 1.300.001) and the “Compliance With Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001) of
the Code of Professional Conduct to promulgate auditing, attestation, and quality control standards and procedures.

RESOLVED: That the auditing standards board shall establish under statements on auditing standards, the
responsibilities of members with respect to standards for disclosure of financial information outside of the financial

statements in published financial reports containing financial statements.1

[Revised May 2004.]

Management Consulting Services Executive Committee

RESOLVED: That the AICPA management consulting services executive committee is hereby designated to
promulgate standards under the “General Standards Rule” (AICPA, Professional Standards, ET sec. 1.300.001 and
2.300.001) and the “Compliance With Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and
2.310.001) of the Code of Professional Conduct with respect to the offering of management consulting services,
provided, however, that such standards do not deal with the broad question of what, if any, services should be
proscribed.

AND FURTHER RESOLVED: That any Institute committee or board now or in the future authorized by the Council to
issue enforceable standards under the “General Standards Rule” (AICPA, Professional Standards, ET sec. 1.300.001
and 2.300.001) and the “Compliance With Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and
2.310.001) of the Code of Professional Conduct must observe an exposure process seeking comment from other

affected committees and boards, as well as the general membership.1

[Revised April 1992.]

Attestation Standards

Appendix A — Council Resolution Designating
Bodies to Promulgate Technical Standards

178

RESOLVED: That the AICPA accounting and review services committee, auditing standards board, and management
consulting services executive committee are hereby designated as bodies authorized under the “General Standards
Rule” (AICPA, Professional Standards, ET sec. 1.300.001) and the “Compliance With Standards Rule” (AICPA,
Professional Standards, ET sec. 1.310.001) of the Code of Professional Conduct to promulgate attestation standards

in their respective areas of responsibility.1

[Added by Council, May 1988; revised April 1992.]

Tax Executive Committee

RESOLVED: That the Tax Executive Committee is hereby designated as the body authorized under the “General
Standards Rule” (AICPA, Professional Standards, ET sec. 1.300.001 and 2.300.001) and the “Compliance With
Standards Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and 2.310.001) of the Code of Professional

Conduct to promulgate professional practice standards with respect to tax services.1

[Added by Council, October 1999.]

Forensic and Valuation Services Executive Committee

RESOLVED: That the Forensic and Valuation Services Executive Committee is hereby designated as the body
to promulgate professional standards with respect to forensic and valuation services under the “General Standards
Rule” (AICPA, Professional Standards, ET sec. 1.300.001 and 2.300.001) and the “Compliance With Standards

Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and 2.310.001) of the Code of Professional Conduct.1

[Added by Council, October 2007.]

Personal Financial Planning Executive Committee

RESOLVED: That the Personal Financial Planning Executive Committee is hereby designated as the body to
promulgate professional standards with respect to personal financial planning services under the “General Standards
Rule” (AICPA, Professional Standards, ET sec. 1.300.001 and 2.310.001) and the “Compliance With Standards

Rule” (AICPA, Professional Standards, ET sec. 1.310.001 and 2.310.001) of the Code of Professional Conduct.1

[Added by Council, October 2012.]

179

Appendix B
Council Resolution Concerning the Form of Organization and Name
Rule

[As adopted May 23, 1994; revised May 7, 1997, May 15, 2000, May 22, 2006 August 2011, and October 19, 2014.]

A. RESOLVED: That with respect to a member engaged in public practice in a firm or organization which performs (1)
any audit or other engagement performed in accordance with the Statements on Auditing Standards, (2) any review of
a financial statement performed in accordance with the Statements on Standards for Accounting and Review Services,
(3) any examination of prospective financial information performed in accordance with the Statements on Standards for
Attestation Engagements, (4) any engagement to be performed in accordance with the standards of the Public Company
Accounting Oversight Board (PCAOB), or (5) any examination, review, or agreed upon procedures engagement to be
performed in accordance with the SSAE, other than an examination described in subsection (A) (3), or which holds
itself out as a firm of certified public accountants or uses the term “certified public accountant(s)” or the designation
“CPA” in connection with its name, the characteristics of such a firm or organization under the “Form of Organization
and Name Rule” (AICPA, Professional Standards, ET sec. 1.800.001) of the Code of Professional Conduct are as
set forth below:

1. A majority of the ownership of the member’s firm in terms of financial interests and voting rights must belong to
CPAs. Any non-CPA owner would have to be actively engaged as a member of the firm or its affiliates. Ownership by
investors or commercial enterprises not actively engaged as members of the firm or its affiliates is against the public
interest and continues to be prohibited.

2. There must be a CPA who has ultimate responsibility for all the services described in A above, compilation services
and other engagements governed by Statements on Auditing Standards or Statements on Standards for Accounting and
Review Services, and non-CPA owners could not assume ultimate responsibility for any such services or engagements.

3. Non-CPA owners would be permitted to use the title “principal,” “owner,” “officer,” “member” or “shareholder”
or any other title permitted by state law, but not hold themselves out to be CPAs.

4. A member shall not knowingly permit a person, whom the member has the authority or capacity to control, to carry
out on his or her behalf, either with or without compensation, acts which, if carried out by the member, would place
the member in violation of the rules. Further, a member may be held responsible for the acts of all persons associated
with him or her in the public practice whom the member has the authority or capacity to control.

5. Owners shall at all times own their equity in their own right and shall be the beneficial owners of the equity capital
ascribed to them. Provision would have to be made for the ownership to be transferred, within a reasonable period of
time, to the firm or to other qualified owners if the owner ceases to be actively engaged in the firm or its affiliates.

6. Non-CPA owners would not be eligible for regular membership in the AICPA, unless they meet the requirements
in BL section 2.2.1.

B. RESOLVED: The characteristics of all other firms or organizations are deemed to be whatever is legally permissible
under applicable law or regulation, except as otherwise provided in paragraph C below.

C. RESOLVED: That with respect to a member engaged in public practice in a firm or organization which is not
within the description of a firm or organization set forth in paragraph A above, but who performs compilations of
financial statements performed in accordance with the Statements on Standards for Accounting and Review Services,
the characteristics of such a firm or organization under the “Form of Organization and Name Rule” of the Code are
as set forth below.

1. There must be a CPA who has ultimate responsibility for any financial statement compilation services provided
by the firm and by each business unit performing such compilation services and non-CPA owners could not assume
ultimate responsibility for any such services.

Appendix B — Council Resolution Concerning
the Form of Organization and Name Rule

180

2. Any compilation report must be signed individually by a CPA, and may not be signed in the name of the firm or
organization.

181

Appendix C
Revision History Table

Revisions made to the Code of Professional Conduct subsequent to June 1, 2014, appear below in the Revision History
Table. In addition to identifying the numeric citation for the change, the effective date is identified and a link to the
marked version of the content is provided when available. If the revision changes guidance that is already authoritative,
the action taken (see “Action” column) will be identified as “revised.” If the revision is new guidance, the action taken
will be identified as “added.”

The “New and Revised Interpretations and Other Guidance” [0.600.010] section and the “Pending Interpretations and
Other Guidance” [0.600.020] section provide a listing of current activity.

Appendix C — Revision History Table

182

Appendix C
Revision History

Citation Action Effective Date Official Release

1.275.007 Added March
2021

November 30,
2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021-March
-staff-augmentation-official.pdf

1.224.010 Revised November 30,
2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021-March
-staff-augmentation-official.pdf

1.297.020 Revised November 30,
2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021-March
-staff-augmentation-official.pdf

1.295.010 Revised November 30,
2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021-March
-staff-augmentation-official.pdf

1.400.200 Revised November 30,
2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021-March
-records-requests-official.pdf

0.600.030 Added January
2021

Effective
December 21,
2020

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2021/2021january
officialreleasetemporarypolicy
statement.pdf

1.295.145 Revised Effective
January 1, 2022

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2019/
2019-august-official-release-
info-system-services.pdf

Appendix C — Revision History Table

183

Appendix C
Revision History

1.224 Revised Effective
January 1, 2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2019/
2019-august-official-release-
slg.pdf

1.224.020 Revised Effective for
years beginning
after December
15, 2021

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2019/
2019-august-official-release-
slg.pdf

0.200.030 Retain
Prior Code
References and
Appendix D

February 12,
2019

n/a

1.700.110 Added
December 2018

Effective
December 31,
2018

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2018/
2018-december-official-release.pdf

1.260.040 Revised
December 2018

Effective for
fiscal years
beginning after
December
2020, early
implementation
allowed

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2018/
2018-december-official-release.pdf

1.224.010.02e Revised
December 2018

Effective
December 31,
2018

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2018/
2018-december-official-release.pdf

1.295.143 Revised
Effective Date

Effective July 1,
2019

The Journal of Accountancy posted an online news story on
August 14, 2018.

Appendix C — Revision History Table

184

Appendix C
Revision History

0.400.12 Technical
Correction, July
2018

Effective July
31, 2018

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2018-
technical-correction-agreed-upon-
procedure-engagements-
performed-in-accordance-with-
ssaes.pdf

1.297.020.05a Technical
Correction, July
2018

Effective July
31, 2018

https://www.aicpa.org/content/
dam/aicpa/interestareas/
professionalethics/community/
exposuredrafts/
downloadabledocuments/2018-
technical-correction-agreed-upon-
procedure-engagements-
performed-in-accordance-with-
ssaes.pdf

0.400.03 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

0.400.07 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

0.400.26 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

0.400.27 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

0.400.39 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

Appendix C — Revision History Table

185

Appendix C
Revision History

0.400.41 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.000 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.224.020 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.275.005 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.280.040 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.290.010 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.295.040 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.295.120 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

Appendix C — Revision History Table

186

Appendix C
Revision History

1.295.135 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.295.140 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.295.150 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.297.010 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.400.200 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.510.030 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.510.040 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.510.050 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

Appendix C — Revision History Table

187

Appendix C
Revision History

1.520.030 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.520.040 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.520.050 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

1.700.030 Revised Effective
December 31,
2017

www.aicpa.org/content/dam/aicpa/
interestareas/professionalethics/
community/exposuredrafts/
downloadabledocuments/2017/
2017-december-official-
releases.pdf

2.130.010 Revised Effective
August 31, 2017

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2017/2017august
officialrelease.pdf

2.170.010 Addition Effective
August 31, 2017

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2017/2017august
officialrelease.pdf

1.295.143 Addition Effective
September 1,
2018

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2017/2017august
officialrelease.pdf

1.110.010.04n, o, p Technical
Correction,
August 2016

Effective Upon
Revision

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2016october
officialrelease.pdf

Appendix C — Revision History Table

188

Appendix C
Revision History

1.700.050 Revised October 31,
2016

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2016october
officialrelease.pdf

1.520.080 Addition Effective for
commission
or referral fee
arrangements
entered into on
or after January
31, 2017.

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2016october
officialrelease.pdf

1.400.205 Addition June 30,
2017. Early
implementation
allowed.

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2016october
officialrelease.pdf

1.240.020.01b Technical
Correction, June
2016

Effective Upon
Revision

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2016/2016may26
technicalcorrectionunsolicited
financialinterest.pdf

0.400.02

[1.224.010
conforming changes
to items b, c, and d
of paragraph .02]

Revised October
2015

October 31,
2015

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015october
officialreleases.pdf

1.220.040 Added October
2015

January 31,
2016

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015october
officialreleases.pdf

1.275.025
paragraphs .01–.06

Revised April
2015

April 30, 2015 www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015april
officialreleases.pdf

Appendix C — Revision History Table

189

Appendix C
Revision History

1.224.010
paragraphs .05–.09

Revised April
2015

April 30, 2015 www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015april
officialreleases.pdf

0.400.03 Revised April
2015

April 30, 2015 www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015april
officialreleases.pdf

1.298.010 Added January
2015

March 31,
2016, early
implementation
allowed

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015march
officialreleases.pdf

1.298 Added January
2015

March 31,
2016, early
implementation
allowed

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015march
officialreleases.pdf

0.200.020.06–.07 Revised January
2015

March 31,
2016, early
implementation
allowed

www.aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2015/2015march
officialreleases.pdf

Appendix B Revised October
2014

October 19,
2014

http://aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2014/2014october
19officialrelease.pdf

2.110.010 Revised June
2014

September 30,
2014

http://aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2014/2014august
officialreleases.pdf

1.110.010 Revised June
2014

September 30,
2014

http://aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2014/2014august
officialreleases.pdf

Appendix C — Revision History Table

190

Appendix C
Revision History

0.200.020 Revised June
2014

September 30,
2014

http://aicpa.org/interestareas/
professionalethics/community/
exposuredrafts/downloadable
documents/2014/2014august
officialreleases.pdf

191

Appendix D
Mapping Document

[As of December 31, 2013]

On June 1, 2014, the AICPA issued a codification of the code’s principles, rules, interpretations and rulings (revised
code). To assist users in understanding where the content from the prior code appears in the revised code, this mapping
document was created. The first two columns identify the citation and title where the content resided in the prior code
and the second two columns identify the citation and title where the content now resides in the revised code. The
“Prior Code Citations” box has been left blank where the content did not exist in the prior code and is new to the
revised code. “New Titles” that appear in regular roman text are effective December 15, 2014, in bold italic December
15, 2015, and in italic have components that are effective both December 15, 2014, and December 15, 2015.

Prior Code
Citations Title in Prior Code New Citation New Title

0.100 Overview of the Code of
Professional Conduct

Introduction Composition, Applicability,
and Compliance

0.100.010 Principles and Rules of
Conduct

Introduction Other Guidance 0.100.020 Interpretations and Other
Guidance

0.200.010 Structure of the AICPA Code

0.200.020.01 Application of the AICPA
Code

ET section 91 Applicability 0.200.020.02–.05 Application of the AICPA
Code

0.200.030 Citations

0.200.040 Transition Provisions

0.200.050 Drafting Conventions

ET section 51 Preamble 0.300.010 Preamble

ET section 52 Article I — Responsibilities 0.300.020 Responsibilities

ET section 53 Article II — The Public
Interest

0.300.030 The Public Interest

ET section 54 Article III — Integrity 0.300.040 Integrity

ET section 55 Article IV — Objectivity and
Independence

0.300.050 Objectivity and Independence

ET section 56 Article V — Due Care 0.300.060 Due Care

ET section 57 Article VI — Scope and
Nature of Services

0.300.070 Scope and Nature of Services

ET section 92 Definitions 0.400 Definitions

Appendix D — Mapping Document

192

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
100-1

Conceptual Framework
for AICPA Independence
Standards — Introduction

0.400.01 Acceptable level

0.400.01 Acceptable level

ET section
101.20

Application of the
Independence Rules to
Affiliates — Definitions

0.400.02 Affiliate

0.400.03 Attest Client

ET section
92.01

Attest engagement 0.400.04 Attest Engagement

ET section
92.02

Attest engagement team 0.400.05 Attest Engagement Team

ET section
101.17

Financial Relationships —
Definitions

0.400.06 Beneficially Owned

ET section
92.03

Client 0.400.07 Client

ET section
92.04

Close relative 0.400.08 Close Relative

ET section
92.05

Confidential Client
Information

0.400.09 Confidential Client
Information

Various
locations

0.400.10 Control (s) (led)

ET section
92.06

Council 0.400.11 Council

ET section
92.07

Covered Member 0.400.12 Covered Member

ET section
101.17

Financial Relationships —
Definitions

0.400.13 Direct financial interest

0.400.14 Employing organization

ET section
101.17

Financial Relationships —
Definitions

0.400.15 Financial interest

ET section
101.20

Application of the
Independence Rules to
Affiliates — Definitions

0.400.16 Financial statement attest
client

ET section
92.10

Financial statements 0.400.17 Financial statements

Appendix D — Mapping Document

193

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
92.11

Firm 0.400.18 Firm

ET section
92.13

Immediate family 0.400.19 Immediate family

ET section
100-1
paragraph .09

Conceptual Framework
for AICPA Independence
Standards — Definitions

0.400.20 Impair(ed)(ing)

ET section
100-1
paragraphs .06–.08

Conceptual Framework
for AICPA Independence
Standards — Definitions

0.400.21 Independence

ET section
101.17

Financial Relationships —
Definitions

0.400.22 Indirect financial interest

ET section
92.14

Individual in a position
to influence the attest
engagement

0.400.23 Individual in a position
to influence the attest
engagement

ET section
92.15

Institute 0.400.24 Institute

ET section
92.16

Interpretation of a rules of
conduct

0.400.25 Interpretation

ET section
92.17

Joint closely held investment 0.400.26 Joint Closely-Held
Investments

ET section
92.18

Key position 0.400.27 Key position

ET section
92.09

Financial institution 0.400.28 Lending institution

ET section
92.19

Loan 0.400.29 Loan

ET section
92.20

Manager 0.400.30 Manager

ET section
92.21

Member 0.400.31 Member

ET section
92.22

Member in business 0.400.32 Member in business

ET section
92.23

Network 0.400.33 Network

ET section
92.24

Network Firm 0.400.34 Network Firm

ET section
92.25

Normal Lending Procedures,
Terms, and Requirements

0.400.35 Normal lending procedures,
terms, and requirements

Appendix D — Mapping Document

194

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
92.26

Office 0.400.36 Office

ET section
92.27

Partner 0.400.37 Partner

ET section
92.28

Partner Equivalents 0.400.38 Partner Equivalents

ET section
92.29

Period of the professional
engagement

0.400.39 Period of the professional
engagement

ET section
92.31

Professional services 0.400.40 Professional Services

ET section
100-1
paragraph .20

Conceptual Framework
for AICPA Independence
Standards — Definitions

0.400.41 Public interest entities

ET section
92.30

Practice of public accounting 0.400.42 Public Practice (also referred
to as the practice of public
accounting)

ET section
100-1
paragraph .20

Conceptual Framework
for AICPA Independence
Standards — Definitions

0.400.43 Safeguards

ET section
101.02

Interpretation of Rule
101—Application of the
Independence Rules to
Covered Members Formerly
Employed by a Client or
Otherwise Associated with a
Client

0.400.44 Share-based compensation
arrangements

ET section
92.32

Significant influence 0.400.45 Significant influence

ET section
101.05

Performance of nonattest
services — Management
Responsibilities

0.400.46 Source Documents

ET section
191.224–.225

Use of a Third-Party Service
Provider to Assist a Member
in Providing Professional
Services

0.400.47 Third-party service provider

ET section
291.023–.024

Applicability of General and
Technical Standards When
Using a Third-Party Service
Provider

0.400.47 Third-party service provider

Appendix D — Mapping Document

195

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
391.001–.002

Use of a Third-Party
Service Provider to Provide
Professional Services to
Clients or Administrative
Support Services to the
Member

0.400.47 Third-party service provider

ET section
92.33

Those Charged with
Governance

0.400.48 Those Charged With
Governance

0.400.49 Threats

0.500 Nonauthoritative Guidance

0.600.010 New and Revised
Interpretations and Other
Guidance

0.600.020 Pending Interpretations and
Other Guidance

0.700 Deleted Interpretations and
Other Guidance

1.000 Members in Public Practice
— Introduction

1.000.010 Conceptual Framework for
Members in Public Practice

1.000.020 Members in Public Practice—
Ethical Conflicts

ET section
102.01

Integrity and Objectivity 1.100.001 Integrity and Objectivity Rule

1.100.005 Integrity and Objectivity
Rule — Application of the
Conceptual Framework for
Members in Public Practice
and the Ethical Conflicts

ET section
102.03

Conflicts of Interest 1.110.010 Conflicts of Interest

ET section
191.186–.187

Service on Board of Directors
of Federated Fund-Raising
Organization

1.110.010.01j Conflicts of Interest

ET section
191.198–.199

Member Providing Services
for Company Executives

1.110.010.01k Conflicts of Interest

ET section
191.220–.221

Member is Connected With
an Entity That has a Loan to
or From a Client

1.110.010.01l Conflicts of Interest

ET section
191.170–.171

Bank Director 1.110.020 Director Positions

ET section
191.226–.227

Acceptance or Offering of
Gifts or Entertainment

1.120.010 Offering or Accepting Gifts
or Entertainment

Appendix D — Mapping Document

196

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
102.02

Knowing misrepresentations
in the preparation of financial
statements or records

1.130.010 Knowing Misrepresentations
in the Preparation of
Financial Statements or
Records

ET section
102.05

Subordination of judgment by
a member

1.130.020 Subordination of Judgment

ET section
102.07

Professional Services
involving client advocacy

1.140.010 Client Advocacy

ET section
191.224–.225

Use of a Third-Party Service
Provider to Assist a Member
in Providing Professional
Services

1.150.040 Use of a Third-Party Service
Provider

ET section
101.01

Rule 101 — Independence 1.200.001 Independence Rule

ET section
101.02

Interpretation of Rule 101 —
Other Considerations

1.200.005.01–.02 Application of the Conceptual
Framework for Independence
and Ethical Conflicts
Interpretation

1.200.005.03 Application of the Conceptual
Framework for Independence
and Ethical Conflicts
Interpretation

ET section
101.02

Interpretation of Rule 101 —
Other Considerations

1.210.010.01 Conceptual Framework for
Independence

ET section
100-1

Conceptual Framework
for AICPA Independence
Standards — Introduction

1.210.010.02–.08 Conceptual Framework for
Independence

ET section
101.02

Interpretation of Rule 101 —
Other Considerations

1.210.010.09 Conceptual Framework for
Independence

ET section
100-1

Conceptual Framework
for AICPA Independence
Standards — Introduction

1.210.010.10–.21 Conceptual Framework for
Independence

ET section
101.19

Network and network firms 1.220.010.01–.05 Network and Network Firms

Appendix D — Mapping Document

197

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.19

Network and network firms
— Characteristics of a
Network

1.220.010.06–.19 Characteristics of a Network

ET section
101.16

The effect of alternative
practice structures on the
applicability of independence
rules

1.220.020 Alternative Practice
Structures

ET section
191.142–.143

Use of Nonindependent CPA
Firm on an Engagement

1.220.030 Use of a Nonindependent
CPA Firm on an Engagement

ET section
101.20

Application of the
Independence Rules to
Affiliates

1.224.010 Client Affiliates

ET section
101.12

The effect of independence
of relationships with entities
included in the governmental
financial statements

1.224.020 Entities Included in State and
Local Government Financial
Statements

ET section
191.200–.201

Actions Permitted When
Independence is Impaired

1.226.010 Consenting to the Use of a
Previously Issued Report

ET section
191.188–.189

Indemnification Clause in
Engagement Letters

1.228.010 Indemnification of a Covered
Member

ET section
191.204–.205

Indemnification of a Client 1.228.020 Indemnification of an Attest
Client

ET section
191.190–.191

Agreement with Attest Client
to Use ADR Techniques

1.228.030.01–.02 Alternative Dispute
Resolution

ET section
191.192–.193

Commencement of ADR
Proceeding

1.228.030.03 Alternative Dispute
Resolution

New 1.230.010.01 Unpaid Fees

ET section
191.103–.104

Unpaid Fees 1.230.010.02–.03 Unpaid Fees

New 1.230.020 Fees and Other Types of
Remuneration

ET section
101.02(A)(1)

Interpretation of Rule 101-A1 1.240.010.01–.02 Overview of Financial
Interests

Appendix D — Mapping Document

198

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.17

Financial Relationships —
Financial Interests

1.240.010.01–.02 Overview of Financial
Interests

ET section
101.02(B)

Interpretation of Rule 101-B 1.240.010.03 Overview of Financial
Interests

ET section
101.17

Financial Relationships —
Unsolicited Financial Interest

1.240.020 Unsolicited Financial
Interests

ET section
101.17

Financial Relationships —
Mutual Funds

1.240.030 Mutual Funds

ET section
101.17

Financial Relationships
— Retirement, Savings,
Compensation, or Similar
Plans

1.240.040 Retirement, Savings,
Compensation, or Similar
Plans

ET section
101.17

Financial Relationships —
Partnerships

1.240.050 Partnerships

ET section
101.17

Financial Relationships —
Limited Liability Companies

1.240.060 Limited Liability Companies

ET section
101.17

Financial Relationships —
Section 529 Plans

1.240.070 Section 529 Plans

ET section
191.021–.022

Member Designated to Serve
as Executor or Trustee

1.245.010.01 Trustee or Executor

ET section
101.02(A)(2)

Interpretation of Rule 101-A2 1.245.010.02 Trustee or Executor

ET section
101.17

Financial Relationships —
Trust Investments

1.245.020 Trust Investments

ET section
191.214–.215

Participation in Employee
Benefit Plan Sponsored by
Client

1.250.010.01 Plan is an Attest Client or is
Sponsored by an Attest Client

ET section
101.17

Financial Relationships
— Retirement, Savings,
Compensation, or Similar
Plans

1.250.010.02 Plan is an Attest Client or is
Sponsored by an Attest Client

Appendix D — Mapping Document

199

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.04

Employment or Association
with Attest Clients

1.250.020 Former Partners and
Professional Employees
Participation in a Firm-
Sponsored Plan

ET section
191.140–.141

Member’s Depository
Relationship With Client
Financial Institution

1.255.010 Depository Accounts

ET section
191.081–.082

Financial Services Company
Client Has Custody of a
Member’s Assets

1.255.020 Brokerage and Other
Accounts

ET section
101.17

Financial Relationships —
Insurance Products

1.257.010 Insurance Policies with No
Investment Option

ET section
101.17

Financial Relationships —
Insurance Products

1.257.020 Insurance Policies with
Investment Options

ET section
101.17

Financial Relationships —
Insurance Products

1.257.030 Insurer Undergoes
Demutualization

ET section
101.02(A)(4)

Interpretation of Rule 101-A4 1.260.010 Loans

ET section
101.07

Loans from financial
institution clients and related
terminology

1.260.020 Loans and Leases with
Lending Institutions

ET section
191.150–.151

Membership in Client Credit
Union

1.260.020 Loans and Leases with
Lending Institutions

ET section
191.134–.135

Servicing of Loan 1.260.030 Servicing of a Loan

ET section
191.182–.183

Member Leasing Property to
or From Client

1.260.040 Leases

ET section
191.220–.221

Member is Connected With
an Entity That has a Loan to
or From a Client

1.260.050 Association with an Entity
that has a Loan To or From
an Attest Client

ET section
101.14

Independence and
cooperative arrangements
with clients

1.265.010 Cooperative Arrangements
with Attest Clients

Appendix D — Mapping Document

200

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.02(A)(3)

Interpretation of Rule 101-A3 1.265.020.01 Joint Closely-Held
Investments

ET section
191.184–.185

Joint Interest in Vacation
Home

1.265.020.02 Joint Closely-Held
Investments

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family

1.270.010 Immediate Family Members

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Permitted Employment

1.270.020.01–.03 Immediate Family Member
is Employed by the Attest
Client

ET section
101.02

Interpretation of Rule 101 —
Grandfathered Employment
Relationships

1.270.020.04 Immediate Family Member
is Employed by the Attest
Client

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Employee Benefits Plans
Other Than Certain Share-
Based Arrangements or
Nonqualified Deferred
Compensation Plans

1.270.030 Immediate Family Member
Participation in an Employee
Benefit Plan That Is
an Attest Client or Is
Sponsored by an Attest
Client (Other than Certain
Share-Based Arrangements
or Nonqualified Deferred
Compensation Plans)

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Employee Benefits Plans
Other Than Certain Share-
Based Arrangements or
Nonqualified Deferred
Compensation Plans

1.270.040 Immediate Family Member
Participation in an Employee
Benefit Plan With Financial
Interests in an Attest Client

Appendix D — Mapping Document

201

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Share-Based Compensation
Arrangements Resulting in
Beneficial Financial Interests
in Attest Clients

1.270.050 Immediate Family Member
Participation in Share-Based
Compensation Arrangements
Resulting in Beneficially
Owned Financial Interests in
Attest Clients

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Share-Based Compensation
Arrangements Resulting in
Rights to Acquire Shares in
an Attest Client

1.270.060 Immediate Family Member
Participation in Share-Based
Compensation Arrangements
Resulting in Rights to
Acquire Shares in an Attest
Client

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Share-Based Compensation
Arrangements Based Upon
Stock Appreciation

1.270.070 Immediate Family Member
Participation in Share-
Based Compensation
Arrangements Based Upon
Stock Appreciation

ET section
101.02

Interpretation of Rule
101 — Application of
the Independence Rules
to a Covered Member’s
Immediate Family —
Nonqualified Deferred
Compensation Plans

1.270.080 Immediate Family
Member Participation in
a Nonqualified Deferred
Compensation Plan

ET section
101.02

Interpretation of Rule
101 — Application of the
Independence Rules to a
Close Relatives

1.270.100.01–.03 Close Relatives

ET section
101.02

Interpretation of Rule 101 —
Grandfathered Employment
Relationships

1.270.100.04 Close Relatives

Appendix D — Mapping Document

202

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.02(C)

Interpretation of Rule 101-C 1.275.005.01–.02 Simultaneous Employment
or Association with an Attest
Client

ET section
101.21

Permitted Employment With
Client Educational Institution

1.275.005.03 Simultaneous Employment
or Association with an Attest
Client

ET section
101.06

Honorary directorships and
trusteeships of not-for-profit
organization

1.275.010 Honorary Director or
Trustee of a Not-for-Profit
Organization

ET section
191.144–.145

Member on Advisory Board
of Client

1.275.015 Member of Advisory Board

ET section
191.039–.040

Member Serving on
Governmental Advisory Unit

1.275.020 Member of Governmental
Advisory Committee

ET section
191.164–.165

Campaign Treasurer 1.275.025 Campaign Treasurer

ET section
191.027–.028

Member on Board of
Federated Fund-Raising
Organization

1.275.030 Member of Federated Fund-
Raising Organization

ET section
191.128–.129

Member Serves on Board
of Organization for Which
Client Raises Funds

1.275.035 Member of Organization that
Receives Funds From Fund-
Raising Organization

ET section
101.02

Interpretation of Rule
101 — Application of the
Independence Rules to
Covered Members Formerly
Employed by a Client or
Otherwise Associated with a
Client

1.277.010 Former Employment or
Association with an Attest
Client

ET section
101.04

Employment or Association
with Attest Clients —
Considering Employment or
Association with the Client

1.279.010 Considering Employment or
Association with an Attest
Client

Appendix D — Mapping Document

203

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.04

Employment or Association
with Attest Clients

1.279.020 Subsequent Employment or
Association with an Attest
Client

ET section
191.033–.034

Member of Social Club 1.280.010 Member of a Social Club

ET section
191.003–.004

Association Membership 1.280.020 Member of a Trade
Association

ET section
191.061–.062

Performance of Services
for CIRAs, Including
Cooperatives, Condominium
Associations, Planned Unit
Developments, Homeowners
Associations, and Timeshare
Developments

1.280.030 Member of a Common
Interest Realty Association

ET section
191.150–.151

Membership in Client Credit
Union

1.280.040 Member of a Credit Union

ET section
191.228–.229

Acceptance or Offering of
Gifts and Entertainment to or
From an Attest Client

1.285.010 Offering or Accepting Gifts
or Entertainment

ET section
101.08

The effect of actual or
threatened litigation on
independence

1.290.010 Actual or Threatened
Litigation

ET section
101.05

Performance of nonattest
services — Introduction
and Engagements Subject
to Independence Rules of
Certain Regulatory Bodies

1.295.010 Scope and Applicability of
Nonattest Services

ET section
101.05

Cumulative Effect Providing
Multiple Nonattest Services

1.295.020 Cumulative Effect on
Independence When
Providing Multiple Nonattest
Services

ET section
101.05

Performance of nonattest
services — Management
Responsibilities

1.295.030 Management Responsibilities

ET section
101.05

Performance of nonattest
services — General
Requirements

1.295.040 General Requirements
for Performing Nonattest
Services

Appendix D — Mapping Document

204

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.05

Performance of nonattest
services — General
Requirements

1.295.050 Documentation Requirements
When Providing Nonattest
Services

ET section
101.05

Performance of nonattest
services — Management
Responsibilities

1.295.105 Advisory Services

ET section
191.015–.016

Member Providing Advisory
Services

1.295.105 Advisory Services

ET section
101.05

Performance of nonattest
services — Appraisal,
Valuation and Actuarial
Services

1.295.110 Appraisal, Valuation, and
Actuarial Services

ET section
101.05

Performance of nonattest
services — Benefit Plan
Administration

1.295.115 Benefit Plan Administration

ET section
101.05

Performance of nonattest
services — Bookkeeping

1.295.120 Bookkeeping, Payroll, and
Other Disbursements

ET section
101.05

Performance of nonattest
services — Nontax
Disbursements

1.295.120 Bookkeeping, Payroll, and
Other Disbursements

ET section
101.05

Performance of nonattest
services — Business Risk
Consulting

1.295.125 Business Risk Consulting

ET section
101.05

Performance of nonattest
services — Corporate
Finance — Consulting or
Advisory

1.295.130 Corporate Finance Consulting

ET section
101.05

Performance of nonattest
services — Executive or
employee search

1.295.135 Executive or Employee
Recruiting

ET section
101.05

Performance of nonattest
services — Forensic
Accounting Services

1.295.140 Forensic Accounting

ET section
101.05

Performance of nonattest
services — Information
Systems — Design,
Installation or integration

1.295.145 Information Systems
Design, Implementation, or
Integration

Appendix D — Mapping Document

205

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
101.05

Performance of nonattest
services — Internal Audit
Assistance Services

1.295.150 Internal Audit

ET section
101.05

Performance of nonattest
services — Investment —
Advisory or Management

1.295.155 Investment Advisory or
Management

ET section
101.05

Performance of nonattest
services — Tax Compliance
Services

1.295.160.01–.05,
.07

Tax Services

1.295.160.06 Tax Services — Power of
Attorney

ET section
101.13

Modified Application of
Rule 101 for Engagements
Performed in Accordance
with Statements on Standards
for Attestations Engagements

1.297.010 Application of the
Independence Rule to
Engagements Performed in
Accordance with Statements
on Standards for Attestation
Engagements

ET section
101.13

Modified Application of
Rule 101 for Engagements
Performed in Accordance
with Statements on Standards
for Attestations Engagements
— AUP Engagements

1.297.020 Agreed-Upon Procedure
Engagements Performed in
Accordance with SSAEs

ET section
101.13

Modified Application of
Rule 101 for Engagements
Performed in Accordance
with Statements on Standards
for Attestations Engagements

1.297.030 Engagements, Other
Than AUPs, Performed in
Accordance with SSAEs

ET section
201.01

General Standards 1.300.001 General Standards Rule

New 1.300.005 General Standards Rule —
Application of the Conceptual
Framework for Members in
Public Practice and Ethical
Conflicts

ET section
201.02

Competence 1.300.010 Competence

Appendix D — Mapping Document

206

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
291.017–.018

Supervision of Technical
Specialist on Management
Consulting Services
Engagements

1.300.020 Supervision of a Specialist on
Consulting Engagements

ET section
291.019–.020

Submission of Financial
Statements by a Member in
Public Practice

1.300.030 Submission of Financial
Statements

ET section
291.015–.016

Subcontractor Selection for
Management Consulting
Service Engagements

1.300.040 Use of a Third-Party Service
Provider

ET section
291.023–.024

Applicability of General and
Technical Standards When
Using a Third-Party Service
Provider

1.300.040 Use of a Third-Party Service
Provider

ET section
202.01

Compliance with Standards 1.310.001 Compliance with Standards
Rule

1.310.005 Compliance with Standards
Rule — Application of the
Conceptual Framework for
Members in Public Practice
and Ethical Conflicts

ET section
203.01

Accounting Principles 1.320.001 Accounting Principles Rule

1.320.005 Accounting Principles
Rule — Application of the
Conceptual Framework for
Members in Public Practice
and Ethical Conflicts

ET section
203.05

Responsibility of employees
for the preparation of
financial statements in
conformity with GAAP

1.320.010 Responsibility for Affirming
that Financial Statements
Are in Conformity With
the Applicable Financial
Reporting Framework

ET section
203.03

Status of FASB, GASB and
FASAB interpretations

1.320.020 Status of Financial
Accounting Standards
Board, Governmental
Accounting Standards
Board, Federal Accounting
Standards Advisory
Board, and International
Accounting Standards Board
Interpretations

Appendix D — Mapping Document

207

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
203.02

Departures from Generally
Accepted Accounting
Principles

1.320.030 Departures From Generally
Accepted Accounting
Principles

ET section
203.06

Financial Statements
Prepared Pursuant to
Financial Reporting
Frameworks Other than
GAAP

1.320.040 Financial Statements
Prepared Pursuant to
Financial Reporting
Frameworks Other than
GAAP

ET section
501.01

Acts Discreditable 1.400.001 Acts Discreditable Rule

1.400.005 Acts Discreditable Rule —
Application of the Conceptual
Framework for Members in
Public Practice and Ethical
Conflicts

ET section
501.03

Discrimination and
Harassment in Employment
Practices

1.400.010 Discrimination and
Harassment in Employment
Practices

ET section
501.07

Solicitation or disclosure of
CPA examination questions
and answers

1.400.020 Solicitation or Disclosure of
CPA Examination Questions
and Answers

ET section
501.08

Failure to file tax returns or
pay tax liability

1.400.030 Failure to File a Tax Return
or Pay a Tax Liability

ET section
501.05

Negligence in the preparation
of financial statements or
records

1.400.040 Negligence in the Preparation
of Financial Statements or
Records

ET section
501.06

Failure to follow
requirements of governmental
bodies, commissions, or other
regulatory agencies

1.400.050 Governmental Bodies,
Commissions, or Other
Regulatory Agencies

ET section
501.04

Failure to follow standards
and/or procedures or other
requirements in governmental
audits

1.400.055 Governmental Audits

Appendix D — Mapping Document

208

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
501.09

Failure to follow
requirements of governmental
bodies, commissions, or
other regulatory agencies
on indemnification and
limitation of liability
provisions in connection with
audit and other attest services

1.400.060 Indemnification and
Limitation of Liability
Provisions

ET section
501.10

Confidential Information
Obtained From Employment
or Volunteer Activities

1.400.070 Confidential Information
Obtained from Employment
or Volunteer Activities

1.400.090 False, Misleading, or
Deceptive Acts in Promoting
or Marketing Professional
Services

ET section
501.12

Use of CPA Credential 1.400.100 Use of the CPA Credential

ET section
501.02

Response to Requests by
Clients and Former Clients
for Records — Terminology

1.400.200.01–.05,
.07–.10

Records Request

ET section
591.377–.378

Requests for Records
Pursuant to Interpretation
501-1

1.400.200.06 Records Request

1.400.200.11 Records Request

ET section
591.381–.382

Member Removing Client
Files From an Accounting
Firm

1.400.210.01 Removing Client Files or
Proprietary Information From
a Firm

1.400.210.02 Removing Client Files or
Proprietary Information From
a Firm

ET section
391.027–.028

Use of Confidential
Information on Management
Consulting Service
Engagements

1.400.240 Use of Confidential
Information From Nonclient
Sources

1.400.240 Use of Confidential
Information From Nonclient
Sources

1.500.008 Unpaid Fees

ET section
302.01

Contingent Fees 1.510.001 Contingent Fee Rule

Appendix D — Mapping Document

209

Prior Code
Citations Title in Prior Code New Citation New Title

1.510.005 Contingent Fee Rule —
Application of the Conceptual
Framework for Members in
Public Practice and Ethical
Conflicts

ET section
302.02

Contingent Fees in tax
matters

1.510.010 Tax Matters

ET section
391.033–.034

Definition of the Receipt
of a Contingent Fee or a
Commission

1.510.020 Receipt of Contingent Fee

ET section
391.037–.038

Receipt of Contingent Fees
or Commissions by Member’s
Spouse

1.510.030 Services Performed by a
Member’s Spouse for a
Contingent Fee

ET section
391.049–.050

Commission and Contingent
Fee Arrangements with
Nonattest Client

1.510.040 Contingent Fee Arrangements
with an Investment Advisory
Services Nonattest Client that
is Related to a Client

ET section
391.047–.048

Investment Advisory Services 1.510.050 Investment Advisory Services

ET section
503.01

Commissions and Referral
Fees

1.520.001 Commissions and Referral
Fee Rule

1.520.005 Commissions and Referral
Fee Rule — Application of
the Conceptual Framework
for Members in Public
Practice and Ethical
Conflicts

ET section
591.367–.368

Definition of the Receipt
of a Contingent Fee or a
Commission

1.520.020 Receipt of Commission

ET section
591.373–.374

Receipt of Contingent Fees
or Commissions by Member’s
Spouse

1.520.030 Services Performed by a
Member’s Spouse for a
Commission

ET section
591.375–.376

Referral of Products of
Others

1.520.040 Referral of Products of
Others

Appendix D — Mapping Document

210

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
591.383–.384

Commission and Contingent
Fee Arrangements with
Nonattest Client

1.520.050 Commission Arrangements
with an Investment Advisory
Services Nonattest Client that
is Related to a Client

ET section
591.369–.370

Sale of Products to Clients 1.520.060 Sale of Products to Clients

ET section
591.371–.372

Billing for Subcontractor’s
Services

1.520.070 Billing for a Subcontractor’s
Services

ET section
502.01

Advertising and other forms
of solicitation

1.600.001 Advertising and Other Forms
of Solicitation Rule

1.600.005 Advertising and Other
Forms of Solicitation Rule —
Application of the Conceptual
Framework for Members in
Public Practice and Ethical
Conflicts

ET section
502.06

Engagements obtained
through efforts of third
parties

1.600.010.01 False, Misleading,
or Deceptive Acts in
Advertising or Solicitations

ET section
502.03

False, Misleading,
or Deceptive Acts in
Advertising or Solicitation

1.600.010.02 False, Misleading,
or Deceptive Acts in
Advertising or Solicitations

ET section
591.365–.366

Use of the AICPA Personal
Financial Specialist
Designation

1.600.030 Use of AICPA-Awarded
Designation

ET section
502.07

Use of CPA Credential 1.600.100 Use of the CPA Credential

ET section
301.01

Confidential Client
Information

1.700.001 Confidential Client
Information Rule

1.700.005 Confidential Client
Information Rule —
Application of the Conceptual
Framework for Members in
Public Practice and Ethical
Conflicts

ET section
391.011–.012

Revealing Client Information
to Competitors

1.700.010 Client Competitors

Appendix D — Mapping Document

211

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
391.029–.030

Earlier Similar Management
Consulting Service Study
with Negative Outcome

1.700.020.01 Disclosing Information From
Previous Engagements

ET section
391.005–.006

Information to Successor
Accountant About Tax
Return Irregularities

1.700.020.02–.03 Disclosing Information From
Previous Engagements

ET section
391.031–.032

Disclosure of Confidential
Client Information

1.700.030.01–.02 Disclosing Information
to Persons or Entities
Associated with Clients

ET section
391.041–.042

Member Providing Services
for Company Executives

1.700.030.03 Disclosing Information
to Persons or Entities
Associated with Clients

ET section
391.001–.002

Use of a Third-Party
Service Provider to Provide
Professional Services to
Clients or Administrative
Support Services to the
Member

1.700.040 Disclosing Information to a
Third-Party Service Provider

ET section
301.04

Confidential information and
the purchase, sale, or merger
of a practice

1.700.050 Disclosing Client Information
in Connection with a Review
of the Member’s Practice

ET section
391.003–.004

Disclosure of Client
Information to Trade
Associations

1.700.060 Disclosure of Client
Information to Third Parties

ET section
391.039–.040

Disclosure of Confidential
Client Information to
Professional Liability
Insurance Carrier

1.700.070 Disclosing Client Information
During Litigation

ET section
391.045–.046

Disclosure of Confidential
Client Information in Legal
or Alternative Dispute
Resolution Proceedings

1.700.070 Disclosing Client Information
During Litigation

Appendix D — Mapping Document

212

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
391.035–.036

Bank Director 1.700.080 Disclosing Client Information
in Director Positions

ET section
391.013–.014

Revealing Names of Clients 1.700.090 Disclosing Client Names

1.700.100 Disclosing Confidential
Client Information as a Result
of a Subpoena or Summons

ET section
505.01

Form of Organization and
Name

1.800.001 Form of Organization and
Name Rule

1.800.005 Form of Organization and
Name Rule — Application of
Conceptual Framework for
Members in Public Practice
and Ethical Conflicts

ET section
505.03

Application of rules of
conduct to members who own
a separate business

1.810.010.01–.03 Ownership of a Separate
Business

ET section
591.275–.276

Partner Having Separate
Proprietorship

1.810.010.04 Ownership of a Separate
Business

ET section
591.273–.274

Nonproprietary Partners 1.810.020 Partner Designation

ET section
591.005–.006

Employment by Non-CPA
Firm

1.810.030 A Member’s Responsibility
for Nonmember Practitioners

ET section
591.281–.282

Responsibility for Non-CPA
Partner

1.810.030 A Member’s Responsibility
for Nonmember Practitioners

ET section
591.271–.272

Audit with Former Partner 1.810.040 Attest Engagement
Performed with a Former
Partner

ET section
505.04

Application of rule 505 to
alternative practice structures

1.810.050 Alternative Practice
Structures

ET section
591.289–.290

Firm Name of Merged
Partnerships

1.820.010 Use of a Retired Partner’s
Name

ET section
591.379–.380

Non-CPA Partner 1.820.020 A Practice with Non-CPA
Partners

Appendix D — Mapping Document

213

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
505.05

Misleading Firm Names 1.820.030 Misleading Firm Names

ET section
505.06

Common Network Brand in
Firm Name

1.820.040 Use of a Common Brand
Name in Firm Name

2.000 Members in Business —
Introduction

2.000.010 Conceptual Framework for
Members in Business

2.000.020 Members in Business—
Ethical Conflicts

ET section
102.01

Integrity and Objectivity 2.100.001 Integrity and Objectivity Rule

2.100.005 Integrity and Objectivity
Rule — Application of the
Conceptual Framework for
Members in Business and
Ethical Conflicts

ET section
102.03

Conflicts of Interest 2.110.010 Conflicts of Interest

ET section
191.226–.227

Acceptance or Offering of
Gifts or Entertainment

2.120.010 Offering or Accepting Gifts
or Entertainment

ET section
102.02

Knowing misrepresentations
in the preparation of financial
statements or records

2.130.010 Knowing Misrepresentations
in the Preparation of
Financial Statements or
Records

ET section
102.05

Subordination of judgment by
a member

2.130.020 Subordination of Judgment

ET section
102.04

Obligations of a member to
his or her employer’s external
accountant

2.130.030 Obligation of a Member
to His or Her Employer’s
External Accountant

ET section
102.06

Applicability of rule 102
to members performing
educational services

2.160.010 Educational Services

ET section
201.01

General Standards 2.300.001 General Standards Rule

2.300.005 General Standards Rule —
Application of the Conceptual
Framework for Members
in Business and Ethical
Conflicts

Appendix D — Mapping Document

214

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
201.02

Competence 2.300.010 Competence

ET section
291.019–.020

Submission of Financial
Statements by a Member in
Public Practice

2.300.030 Submission of Financial
Statements

ET section
202.01

Compliance with Standards 2.310.001 Compliance with Standards
Rule

2.310.005 Compliance with Standards
Rule — Application of the
Conceptual Framework for
Members in Business and
Ethical Conflicts

ET section
203.01

Accounting Principles 2.320.001 Accounting Principles Rule

2.320.005 Accounting Principles
Rule — Application of the
Conceptual Framework for
Members in Business and
Ethical Conflicts

ET section
203.05

Responsibility of employees
for the preparation of
financial statements in
conformity with GAAP

2.320.010 Responsibility for Affirming
that Financial Statements
Are in Conformity With
the Applicable Financial
Reporting Framework

ET section
203.03

Status of FASB, GASB and
FASAB interpretations

2.320.020 Status of Financial
Accounting Standards
Board, Governmental
Accounting Standards
Board, Federal Accounting
Standards Advisory
Board, and International
Accounting Standards Board
Interpretations

ET section
203.02

Departures from Generally
Accepted Accounting
Principles

2.320.030 Departures From Generally
Accepted Accounting
Principles

ET section
203.06

Financial Statements
Prepared Pursuant to
Financial Reporting
Frameworks Other than
GAAP

2.320.040 Financial Statements
Prepared Pursuant to
Financial Reporting
Frameworks Other than
GAAP

ET section
501.01

Acts Discreditable 2.400.001 Acts Discreditable Rule

Appendix D — Mapping Document

215

Prior Code
Citations Title in Prior Code New Citation New Title

New 2.400.005 Acts Discreditable Rule —
Application of the Conceptual
Framework for Members
in Business and Ethical
Conflicts

ET section
501.03

Discrimination and
Harassment in Employment
Practices

2.400.010 Discrimination and
Harassment in Employment
Practices

ET section
501.07

Solicitation or disclosure of
CPA examination questions
and answers

2.400.020 Solicitation or Disclosure of
CPA Examination Questions
and Answers

ET section
501.08

Failure to file tax returns or
pay tax liability

2.400.030 Failure to File a Tax Return
or Pay a Tax Liability

ET section
501.05

Negligence in the preparation
of financial statements or
records

2.400.040 Negligence in the Preparation
of Financial Statements or
Records

ET section
501.06

Failure to follow
requirements of governmental
bodies, commissions, or other
regulatory agencies

2.400.050 Governmental Bodies,
Commissions, or Other
Regulatory Agencies

ET section
501.09

Failure to follow
requirements of governmental
bodies, commissions, or
other regulatory agencies
on indemnification and
limitation of liability
provisions in connection with
audit and other attest services

2.400.060 Indemnification and
Limitation of Liability
Provisions

ET section
501.10

Confidential Information
Obtained From Employment
or Volunteer Activities

2.400.070 Confidential Information
Obtained from Employment
or Volunteer Activities

ET section
501.11

False, Misleading, or
Deceptive Acts in Promoting
or Marketing Professional
Services

2.400.090 False, Misleading, or
Deceptive Acts in Promoting
or Marketing Professional
Services

Appendix D — Mapping Document

216

Prior Code
Citations Title in Prior Code New Citation New Title

ET section
501.12

Use of CPA Credential 2.400.100 Use of the CPA Designation

3.000 Other Members —
Introduction

3.000.030 Applicability

ET section
501.01

Acts Discreditable 3.400.001 Acts Discreditable Rule

ET section
501.03

Discrimination and
Harassment in Employment
Practices

3.400.010 Discrimination and
Harassment in Employment
Practices

ET section
501.07

Solicitation or disclosure of
CPA examination questions
and answers

3.400.020 Solicitation or Disclosure of
CPA Examination Questions
and Answers

ET section
501.08

Failure to file tax returns or
pay tax liability

3.400.030 Failure to File a Tax Return
or Pay a Tax Liability

ET section
501.10

Confidential Information
Obtained From Employment
or Volunteer Activities

3.400.070 Confidential Information
Obtained from Former
Employment or Previous
Volunteer Activities

3.400.090 False, Misleading, or
Deceptive Acts in Promoting
or Marketing Services

ET section
501.12

Use of CPA Credential 3.400.100 Use of the CPA Credential

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