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The Chartered Professional Accountants Act
This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

This version is current as of June 2, 2019.
It has been in effect since September 1, 2016.

It does not include amendments enacted or coming into force on or after June 3, 2019.
(See SM 2019, c. 5, s. 5)

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C.C.S.M. c. C71

The Chartered Professional Accountants Act

(Assented to June 30, 2015)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

PART 1

INTERPRETATION

Definitions

1(1)        The following definitions apply in this Act.

"board" means the board of directors of CPA Manitoba established by subsection 6(1). (« conseil »)

"by-law" means a by-law made by the board under this Act. (« règlement administratif »)

"candidate" means an individual who is enrolled in the professional certification program approved by the board and named in the register of candidates, and who has paid the prescribed fees. (« candidat »)

"certificate of registration" means a certificate issued under subsection 21(7) by the secretary certifying that the individual named on it is registered as a member. (« certificat d'inscription »)

"chartered professional accountant" means a member in good standing. (« comptable professionnel agréé »)

"court" means the Court of Queen's Bench of Manitoba. (« tribunal »)

"CPA Canada" means Chartered Professional Accountants of Canada. (« CPA Canada »)

"CPA Canada Handbook" means the CPA Canada Handbook published by CPA Canada, as amended from time to time. (« manuel de CPA Canada »)

"CPA Manitoba" means Chartered Professional Accountants of Manitoba continued by subsection 2(1). (« Ordre »)

"firm" means a partnership, including a limited liability partnership, that provides professional services through one or more members and has been issued a permit in accordance with the by-laws, and, unless the context otherwise requires, includes an interjurisdictional firm. (« cabinet »)

"interjurisdictional firm" means a partnership, including a limited liability partnership, that provides professional services through one or more members and has been issued a permit in accordance with the by-laws, and that

(a) has an office in Manitoba and an office in one or more other jurisdictions; and

(b) has at least one member or professional corporation as a partner. (« cabinet multiterritorial »)

"limited liability partnership" means a Manitoba limited liability partnership or an extra-provincial limited liability partnership as those terms are defined in The Partnership Act. (« société à responsabilité limitée »)

"member", unless the context otherwise requires, means an individual named in the register of members who has paid the prescribed fees. (« membre »)

"minister" means the minister appointed by the Lieutenant Governor in Council to administer this Act. (« ministre »)

"person" includes a partnership and any other organization or entity whether incorporated or not. (« personne »)

"prescribed", except in sections 38 and 108, means prescribed by the by-laws.

"professional corporation" means a corporation that has been issued a permit under Part 5 (Professional Corporations). (« société professionnelle par actions »)

"professional services" means one or more of the following:

(a) a public accounting service;

(b) any of the following other services:

(i)  an accounting service that involves summarization, analysis, advice, counsel or interpretation,

(ii) a forensic accounting, financial investigation or financial litigation support service,

(iii) advice, counsel or interpretation with respect to taxation matters,

(iv) preparing a tax return or other statutory information filing,

(v) management consulting, including investigating and identifying management and business problems related to the policy, technical, organizational, operational, financial, systems, procedures or administrative aspects of an organization, and recommending appropriate solutions,

(vi) services related to insolvency, including receivership, trusteeship in bankruptcy, and liquidation or administration of bankrupt or insolvent companies or estates,

(vii) business brokerage, including negotiating or advising on the sale, financing, merger or acquisition of business organizations,

(viii) personal financial planning, investment counselling or insurance counselling,

(ix) valuation,

(x) any other similar service that the board may by by-law determine to be a professional service. (« services professionnels »)

"public accounting service" means a public accounting service as defined in subsection 38(1). (« service d'expert-comptable »)

"public representative" means a person who

(a) is not a member or former member of CPA Manitoba, a candidate, a student, or a parent, spouse, common-law partner, sibling or child of a member, former member, candidate or student;

(b) is not employed by CPA Manitoba, a member of CPA Manitoba, a professional corporation, a firm or a sole proprietorship;

(c) is not an officer of a professional corporation or a partner of a firm; and

(d) does not have a pecuniary interest in a professional corporation, firm or sole proprietorship. (« représentant du public »)

"register" means a register established under subsection 19(1). (« registre »)

"registration committee" means the registration committee appointed under section 11. (« comité d'inscription »)

"reserved public accounting service" means a reserved public accounting service as defined in subsection 38(1). (« acte réservé d'expert-comptable »)

"secretary" means the secretary or secretary-treasurer appointed under clause 10(1)(a). (« secrétaire »)

"sole proprietorship" means a sole proprietorship through which a member provides professional services and that has been issued a permit in accordance with the by-laws. (« entreprise individuelle »)

"student" means an individual who is enrolled in the prerequisite education program approved by the board and named in the register of students, and who has paid the prescribed fees. (« étudiant »)

"voting share", in relation to a professional corporation, means a share of its capital stock that entitles the holder to vote in any election of the corporation's directors. (« action avec droit de vote »)

"voting shareholder", in relation to a professional corporation, means a person who owns a voting share of the corporation or is a voting shareholder of another corporation that owns a voting share of the corporation. (« actionnaire avec droit de vote »)

Reference to "Act" includes by-laws

1(2)        In this Act, a reference to "this Act" includes the by-laws made under this Act.

PART 2

CHARTERED PROFESSIONAL ACCOUNTANTS OF MANITOBA

Corporations amalgamated and continued

2(1)         The following corporations are hereby amalgamated and continued as one body corporate under the name "Chartered Professional Accountants of Manitoba":

(a) The Institute of Chartered Accountants of Manitoba;

(b) The Society of Management Accountants of Manitoba;

(c) The Certified General Accountants Association of Manitoba;

(d) The Certified Public Accountants Association of Manitoba.

Effect of amalgamation and continuation

2(2)        On the coming into force of this section,

(a) the rights and property of the amalgamating corporations are vested in CPA Manitoba;

(b) the liabilities and obligations of the amalgamating corporations are assumed by CPA Manitoba; and

(c) a legal proceeding or action commenced by or against an amalgamating corporation may be continued by or against CPA Manitoba as if it were the amalgamating corporation.

Head office

3(1)        The head office of CPA Manitoba must be in Manitoba.

Powers and capacity

3(2)        In carrying out its objects and duties, CPA Manitoba has, subject to this Act, all the rights, powers, privileges and capacity of a natural person.

Corporations Act does not apply

3(3)        The Corporations Act does not apply to CPA Manitoba.

Duty to serve the public interest

4(1)        CPA Manitoba must carry out its objects and duties, and exercise its powers, in a manner that serves and protects the public interest.

Objects of CPA Manitoba

4(2)        The objects of CPA Manitoba are

(a) to regulate and govern its members, candidates, students, professional corporations and firms, including the professional conduct and discipline of such persons, in accordance with this Act, the principles of self-regulation and the public interest;

(b) to establish standards of academic achievement and other qualifications required for registration as a member, candidate or student;

(c) to issue certificates of registration to its members, and regulate the use of the restricted titles, designations and abbreviations, including "Chartered Professional Accountant", "CPA", and related variations;

(d) to regulate the provision of professional services by its members, candidates, students, professional corporations and firms, including reasonable measures to ensure that reserved public accounting services are provided only by persons authorized to do so;

(e) to promote and increase the professional knowledge, skill and proficiency of its members, candidates and students; and

(f) to promote and foster a greater public awareness of, and confidence in, the professional accounting profession.

Annual general meetings

5(1)        A general meeting of CPA Manitoba members must be held at least once a year as determined by the board in accordance with the by-laws.

Special general meetings

5(2)        CPA Manitoba must hold a special general meeting of members as follows:

(a) when CPA Manitoba receives a request signed by at least 10% of its members entitled to vote, for the purpose specified in the request;

(b) at any other time for any purpose the board considers advisable.

Notice of meetings

5(3)        Notice of the time and place of a meeting referred to in subsection (1) or (2) must be given to members in accordance with the by-laws. A by-law in this respect must provide that, except in emergency or extenuating circumstances, notice is to be given to members at least 14 days before the meeting.

Board of directors established

6(1)        There is hereby established a board of directors to serve as the governing body of CPA Manitoba.

Board to manage affairs

6(2)        The board must

(a) manage and conduct the business and affairs of CPA Manitoba; and

(b) carry out CPA Manitoba's objects and duties, and exercise its powers, in the name of and on behalf of CPA Manitoba.

Composition of the board

6(3)         The board is to consist of at least 9 but not more than 15 persons who are either members or public representatives.

Public representatives

6(4)        At least 1/3 of the board members must be public representatives.

By-laws for election or appointment of members

6(5)        Board members are to be appointed or elected in accordance with the by-laws.

Chair and vice-chairs

6(6)        The board must elect from its members a chair and one or more vice-chairs in accordance with the by-laws.

Term of office

7(1)        The term of office of a board member is to be determined in accordance with the by-laws but must not exceed three years.

Multiple terms

7(2)        A person may be a board member for more than one term. But a person must not be a board member for more than ten consecutive years.

Continuing to hold office

7(3)        Despite subsections (1) and (2) and unless the board determines otherwise, a board member continues to hold office after his or her term expires until the member is re-elected or re-appointed or a successor is elected or appointed.

Quorum

8           A majority of the board members, at least one of whom must be a public representative, constitutes a quorum.

Vacancy

9           The board may act despite a vacancy in its membership as long as there is a quorum.

Board appointments

10(1)       The board

(a) must appoint either a secretary-treasurer or a secretary and a treasurer; and

(b) may appoint any other officers or staff that it considers necessary to perform the work of CPA Manitoba;

in the manner and on the terms specified in the by-laws.

Secretary need not be board or staff member

10(2)       A secretary-treasurer, secretary or treasurer appointed under clause (1)(a) is not required to be a board member or a person appointed under clause (1)(b) as an officer or as staff, but may be such an individual.

Appointment of registration committee

11          The board must

(a) appoint and maintain a registration committee consisting of a minimum of three members of CPA Manitoba, plus, at the board's discretion, such additional persons as the board may from time to time select; and

(b) make a by-law for the governance of the committee.

Surplus funds not to be distributed to members

12          If CPA Manitoba has surplus funds at the end of a fiscal year or at any other time, it must not distribute those funds, in whole or in part, to its members.

Delegation of secretary's duties

13          Subject to the by-laws, the secretary may, in writing, delegate to any person any of the powers, duties or functions conferred or imposed on the secretary under this Act.

PART 3

BY-LAWS

By-laws

14          The board may, by resolution, make, amend or repeal by-laws, not inconsistent with this Act, regulating the business and affairs of CPA Manitoba and its members, candidates, students, professional corporations, firms and sole proprietorships, including by-laws

(a) governing the appointment or election of board members;

(b) respecting the calling and conduct of meetings of CPA Manitoba and of the board;

(c) fixing the number and terms of office of board members;

(d) respecting the powers and duties of officers and board members;

(e) providing for the remuneration or expenses, or both, of officers and employees of CPA Manitoba and board members;

(f) establishing committees for carrying out the business and affairs of the board;

(g) respecting the educational and other qualifications, and any competency, practising or other requirements, for membership in CPA Manitoba;

(h) respecting the educational and other qualifications, and any prerequisites, practical experience or other requirements, for registration as a candidate or student;

(i) prescribing the fees and tuition, if any, payable by students, candidates, and candidates seeking admission to CPA Manitoba;

(j) respecting the provision of support to persons seeking to enter the accounting profession, including students and candidates;

(k) governing the registration of members, candidates and students, including

(i) the suspension, cancellation and reinstatement of registration, and

(ii) the imposition of restrictions, terms or conditions on registration;

(l) respecting the establishment, content and maintenance of registers, including specifying additional information to be kept in a register;

(m) providing for categories of membership in CPA Manitoba, including but not limited to the establishment of categories of members who are authorized to provide public accounting services, and specialist membership categories, and providing for

(i) the qualifications required for each membership category, and

(ii) the restrictions, limitations, rights or privileges that apply to members in each category;

(n) respecting fees to be paid by members, candidates, students, professional corporations, firms and sole proprietorships, including but not limited to application fees and annual fees;

(o) respecting the provision of public accounting services and other professional services by members through professional corporations, including but not limited to by-laws

(i) respecting the application for and the issuance, expiry and renewal of permits, including conditions that must be met before a permit may be issued or renewed,

(ii) setting the fees payable on application for a permit or renewal of a permit,

(iii) prescribing restrictions, terms or conditions that may be imposed on permits,

(iv) prescribing procedures for the issuance, renewal, suspension or cancellation of permits, or the imposition of terms, conditions or restrictions on permits, and

(v) respecting notification of changes required under section 37;

(p) respecting the provision of public accounting services and other professional services by members through firms and sole proprietorships, including but not limited to by-laws

(i) respecting the registration of such firms and sole proprietorships, including the application process, the issuance of permits upon registration, the expiry and renewal of permits, and conditions that must be met before a permit may be issued or renewed,

(ii) setting the fees payable on application for registration or renewal of a permit,

(iii) prescribing restrictions, terms or conditions that may be imposed on permits,

(iv) respecting the suspension or cancellation of permits, or the imposition of conditions or restrictions on permits, and

(v) requiring firms and sole proprietorships to notify CPA Manitoba of changes, including but not limited to, changes in the partners of a firm and changes of address;

(q) respecting the provision of public accounting services and other professional services in Manitoba by interjurisdictional firms, which may be in addition to, or instead of, a by-law made under clause (p) or any other by-law;

(r) respecting names by which professional corporations, firms and sole proprietorships may be known or under which they may provide public accounting services or other professional services;

(s) respecting the use of the titles, designations and abbreviations set out in section 39, including, without limitation, by-laws specifying for a particular class of member, professional corporation, firm or sole proprietorship

(i) which titles, designations or abbreviations may be used, or the circumstances in which they may be used,

(ii) which titles, designations or abbreviations must be used, or the circumstances in which they must be used, or

(iii) which titles, designations or abbreviations must not be used, or the circumstances in which they must not be used;

(t) providing for practice inspections by CPA Manitoba of the professional practices of members, professional corporations, firms and sole proprietorships;

(u) respecting procedures, not inconsistent with this Act, for dealing with complaints under Part 7 (Professional Conduct);

(v) respecting appeals under Part 8 (Appeals), including but not limited to by-laws

(i) respecting the appointment of the chair and vice-chairs of the appeal committee,

(ii) respecting the governance of the appeal committee,

(iii) specifying decisions that may be appealed, in accordance with clause 91(2)(f),

(iv) authorizing types of decisions that an appeal panel may make, in accordance with clause 93(1)(c), and

(v) authorizing other parties that may appear and may be represented by counsel at a hearing, in accordance with clause 94(2)(b);

(w) respecting the procedure for CPA Manitoba to issue practice directions, which, for greater certainty, do not require the making of a by-law for their issuance;

(x) respecting obligations for members, professional corporations, firms and sole proprietorships to obtain and maintain professional liability insurance, including requiring members, professional corporations, firms and sole proprietorships that practise in limited liability partnerships to maintain a minimum amount of liability insurance, as defined in Part III of The Partnership Act;

(y) authorizing the making of agreements, co-operative arrangements or affiliations with other institutions, organizations or professional bodies having objects similar to those of CPA Manitoba, whether or not they are located in Manitoba;

(z) prescribing penalties in relation to breaches of a by-law that are of an administrative nature;

(aa) respecting anything to deal with the transition from a former Act, as defined in subsection 117(1), to this Act;

(bb) defining any word or phrase used but not defined in this Act;

(cc) respecting such other matters as the board considers necessary or advisable for the administration of this Act.

Required by-laws — standards of practice, code of ethics, continuing competency program

15(1)       In addition to any other by-law made under this Part, the board must by by-law

(a) establish standards of practice for members, professional corporations and firms;

(b) adopt or establish a code of ethics governing the conduct of members, candidates, students, professional corporations and firms;

(c) establish a continuing competency program to maintain the competence of members and to enhance the provision of professional services, which may provide for, but is not limited to,

(i) reviewing the professional competence of members, and

(ii) requiring members to participate in programs intended to ensure competence.

Consultation

15(2)       Before making a by-law under subsection (1), or a by-law to amend or repeal such a by-law, the board must

(a) provide a copy of the proposed by-law for review and comment to

(i) the members of CPA Manitoba, and

(ii) any other person the board considers necessary; and

(b) consider the comments received.

By-law resolution requires majority

16(1)       A resolution to make, amend, or repeal a by-law under section 14 or 15 requires the approval of a majority of board members.

Coming into force of by-law

16(2)       A by-law resolution comes into force on the day that it is approved by the board.

Confirmation of by-law

17(1)       Where a by-law resolution is approved by the board — other than a resolution making, amending or repealing a by-law under section 15 — the board must, at the next general meeting of CPA Manitoba, present it for confirmation by the members.

By-law lapses if not confirmed

17(2)       If a by-law resolution presented under subsection (1) is not confirmed by the members, the by-law ceases to have effect on the day after the date of the general meeting.

By-laws are available to the public

18          CPA Manitoba must post a copy of each of its by-laws on its website. A member of the public is entitled to access these by-laws electronically at no cost.

PART 4

REGISTRATION

REGISTERS

Establishing registers

19(1)       The secretary must establish and maintain, or cause to be established and maintained, in the form set out in the by-laws,

(a) a register of members identifying every individual who is registered as a member under subsection 21(1);

(b) a register of candidates identifying every individual who is registered as a candidate under subsection 21(2);

(c) a register of students identifying every individual who is registered as a student under subsection 21(2);

(d) a register of professional corporations identifying every professional corporation that holds a permit issued under subsection 26(1);

(e) a register of firms identifying every firm that holds a permit issued in accordance with the by-laws;

(f) a register of sole proprietorships identifying every sole proprietorship that holds a permit issued in accordance with the by-laws; and

(g) any other registers required by the by-laws.

Entry in the register of members, candidates or students

19(2)       An entry in the register of members, register of candidates or register of students must include

(a) the individual's name and, if applicable, business address;

(b) the individual's category of registration and, in the case of a member, whether the member is authorized to provide public accounting services;

(c) the individual's standing;

(d) if applicable, the name and address of an employer, professional corporation, firm or sole proprietorship for whom or through which the individual practises;

(e) a notation of any suspension or cancellation of the person's registration;

(f) any practice restrictions or other conditions imposed on the individual's registration; and

(g) any other information that the by-laws require to be kept in the register.

Entry in the register of professional corporations

19(3)       An entry in the register of professional corporations must include

(a) the name and business address of the corporation;

(b) the names of the voting shareholders, the directors and the president of the corporation;

(c) a notation of any suspension or cancellation of the corporation's permit;

(d) any practice restrictions or other conditions imposed on the corporation's permit; and

(e) any other information that the by-laws require to be kept in the register.

Entry in the register of firms

19(4)       An entry in the register of firms must include

(a) the name and business address of the firm;

(b) the names of the firm's partners;

(c) the firm's category of registration;

(d) a notation as to whether the firm is authorized to provide public accounting services;

(e) a notation of any suspension or cancellation of the firm's permit;

(f) any practice restrictions or other conditions imposed on the firm's permit; and

(g) any other information that the by-laws require to be kept in the register.

Entry in the register of sole proprietorships

19(5)       An entry in the register of sole proprietorships must include

(a) the name and business address of the sole proprietorship;

(b) the name of the member practising through the sole proprietorship;

(c) the sole proprietorship's category of registration;

(d) a notation as to whether the sole proprietorship is authorized to provide public accounting services;

(e) a notation of any suspension or cancellation of the sole proprietorship's permit;

(f) any practice restrictions or other conditions imposed on the sole proprietorship's permit; and

(g) any other information that the by-laws require to be kept in the register.

Registers are open to the public

19(6)       Each register under this section is open to inspection by the public at the head office of CPA Manitoba during regular business hours, free of charge. A register may also be made available electronically.

Removal from register

20(1)       The secretary must remove the following from a register:

(a) the name of any individual who fails to meet or maintain the requirements for entry in the register or whose registration has been cancelled, surrendered or not renewed;

(b) the name of any professional corporation, firm or sole proprietorship that fails to meet or maintain the requirements for entry in the register or whose permit has been cancelled, surrendered or not renewed.

Effect of removal from register

20(2)       An individual's registration or the permit of a professional corporation, firm or sole proprietorship terminates and ceases to have effect when the name of the individual, corporation, firm or sole proprietorship, as the case may be, is removed from the register.

REGISTRATION

Registration as a member

21(1)       The registration committee must, upon application by an individual in accordance with the by-laws, register the individual as a member if the committee is satisfied that the individual

(a) meets for a particular category of registration the educational and other qualifications, and any competency, practising or other requirements, set out in the by-laws; and

(b) has paid the prescribed fees.

Registration as a candidate or student

21(2)       The registration committee must, upon application by an individual in accordance with the by-laws, register the individual as a candidate or student if the committee is satisfied that the individual

(a) meets the educational and other qualifications, and any prerequisites, practical experience or other requirements, set out in the by-laws for registration as a candidate or student, as the case may be; and

(b) has paid the prescribed fees.

Prior convictions, suspensions, etc.

21(3)       Despite subsections (1) and (2), the registration committee may refuse to approve a person's application for registration if the person

(a) has been convicted of an offence that is relevant to his or her suitability to provide professional services; or

(b) has been suspended or had his or her name removed from the register of members by an authority governing membership in a professional body in Canada or elsewhere, as a result of professional misconduct or any other cause that is relevant to the person's suitability to provide professional services.

Restrictions, terms and conditions

21(4)       An individual's registration under subsection (1) or (2) may be subject to any