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This is an unofficial version of the Act as of the day it was repealed.
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REPEALED
Date: September 1, 2015


C.C.S.M. c. C70

The Chartered Accountants Act

Table of contents

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

Corporation continued

1(1)

The association known by the name:  "The Institute of Chartered Accountants of Manitoba", hereinafter called "the institute" is hereby continued as a body corporate.

Powers respecting property

1(2)

The institute is, subject to this section, capable of acquiring, disposing and changing in any way and of any real and personal property whatsoever, that may be necessary or convenient for the purposes of the institute.

Trading forbidden

1(3)

The institute shall not engage in trade or deal in lands or any interest therein; but it may apply moneys derived from fees, voluntary contributions, or donations from members or others, towards the maintenance and objects of the institute in such manner as the institute shall by by-law direct.

Real estate

1(4)

The institute may acquire and hold such real estate only so far as it is necessary for the purpose of the institute within Manitoba.

Investments

1(5)

The institute may invest its funds in investments in which trustees are authorized to invest under The Trustee Act.

Definitions

1.1

In this Act,

"limited liability partnership" means a limited liability partnership within the meaning of The Partnership Act; (« société à responsabilité limitée »)

"permit" means a certificate issued under subsection 28(1) certifying that the corporation named in the certificate is authorized to provide professional services in the province for the period specified in the certificate; (« permis »)

"professional corporation" means a corporation holding a valid permit; (« cabinet de comptables » ou « cabinet de comptables à responsabilité limitée »)

"professional services" means public accounting services; (« services professionnels »)

S.M. 1999, c. 41, s. 10; S.M. 2002, c. 30, s. 15.

Objects and powers

2

The objects and powers of the institute are

(a) to promote and increase, by all lawful means, the knowledge, skill and proficiency of its members and students in accounts in all things relating to the profession of a public accountant;

(b) to establish classes, lectures and examinations;

(c) to prescribe such tests of competency, fitness and moral character, as may be thought expedient to qualify for admission to, and retention of, membership;

(d) to grant diplomas to its members enabling them to use the distinguishing letters "C.A." (chartered accountant) as a certificate of their membership;

(e) to regulate the professional conduct of its members, its students in accounts and professional corporations; and

(f) to regulate the discipline of its members, its students in accounts and professional corporations.

S.M. 1999, c. 41, s. 11.

Head office

3

The head office of the institute shall be in The City of Winnipeg.

General membership

4(1)

The institute, by by-law, may make one or more classes of membership and may prescribe the qualifications for, and the rights of, each of such classes.

Fellows

4(2)

The institute may also grant, under such conditions as the council, subject to section 8, may by by-law provide, to any member in good standing of the institute the designation: "Fellow of the Chartered Accountants".

Use of letters "F.C.A."

4(3)

Any member to whom the designation mentioned in subsection (2) is granted may make use of or display, after or in conjunction with his name, the letters "F.C.A." to indicate that he is a person to whom that designation has been granted.

R.S.M. 1987, Supp., c. 4, s. 2; S.M. 1988-89, c. 11, s. 2.

Governing council

5(1)

The affairs and business of the institute shall be managed by a council consisting of

(a) not fewer than 15 and not more than 21 persons elected by the members of the institute and who shall be members of the institute; and

(b) not fewer than two and not more than three additional persons who are not members of the institute and who shall be appointed by the President of the University of Manitoba.

Term of certain members of council

5(2)

The council, by by-law, may provide that a part of the council be elected or appointed for a term not exceeding two years.

Annual meeting

6(1)

An annual meeting shall be held for the election of members of the council of the institute, and for such other business as may be brought before the meeting, at such time and place, and under such regulations, and after such notices, as is determined by the by-laws of the institute; and, in default of the election being held at the proper time, the members of the existing council shall continue to act until their successors are duly appointed.

Nomination of candidates

6(2)

Nominations of candidates for election to the council shall be in writing, signed by two members of the institute, and shall be lodged with the secretary at least 20 days before the date of the annual meeting.

Voting papers

6(3)

A voting paper containing the names, alphabetically arranged, of the persons nominated for election to the council shall be sent by mail to each member in good standing at least 10 days before the date of the annual meeting; and the council shall be elected by means of their voting papers, whether the members voting are present or absent from the annual meeting.

Vacancies how filled

6(4)

All vacancies that occur in the council by death or otherwise, in the interval between two annual meetings, may be filled by the council.

President and vice-presidents

7(1)

The council shall elect from among those of its members who are members of the institute a president and one or more vice-presidents, as may be provided in the by-laws.

President's term

7(2)

The office of president shall not be held by any one person for more than two years in succession.

Secretary and treasurer

7(3)

The council shall appoint a secretary and a treasurer (the same person being eligible for both offices), who may or may not be members of the institute.

Other officers

7(4)

The council may appoint such other officers as may be provided in the by-laws.

By-laws

8(1)

The council may make by-laws for the carrying on of the objects of the institute, the government of its members, its students in accounts and professional corporations, and the regulation of the affairs of the institute.

Further by-laws

8(2)

Without limiting the generality of subsection (1), the council may make by-laws

(a) prescribing rules of professional conduct of the members and students in accounts of the institute;

(b) providing for the discipline by the institute of

(i) the members and students in accounts of the institute, and

(ii) professional corporations;

(c) providing for the recurring review by the institute of the professional practices of its members and of professional corporations;

(d) respecting the provision and maintenance of professional liability insurance for members of the institute and for professional corporations, including requiring members and professional corporations that practise in limited liability partnerships to maintain a minimum amount of liability insurance, as defined in Part III of The Partnership Act;

(e) respecting the practice of public accounting by members of the institute through professional corporations, including 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) respecting notification of changes required under section 32,

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

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

(vi) respecting names by which professional corporations or partnerships referred to in section 27 may be known or under which they may provide professional services.

Repeal, amendment and re-enactment of by-laws

8(3)

The council may repeal, amend or re-enact any by-law made by it; but every such by-law and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a special meeting of the institute called for that purpose, has force only until the next annual meeting of the institute, and in default of confirmation thereat shall, at and from that time only, cease to have force.

S.M. 1999, c. 41, s. 12; S.M. 2002, c. 30, s. 15.

Lectures to students

9

The institute may establish classes of students in accounts, and may make arrangements with any university or college in Manitoba for the attendance of students in accounts at such lectures or classes in the university or college as may come within the course of subjects prescribed by the rules, by-laws, and regulations of the institute, and may agree with any such university or college for the use of any library or museum or property belonging to or under the control of the university or college, and may affiliate with any such university or college, and may enter into all arrangements necessary for that end upon such terms as may be agreed upon.

Further powers of council

10

The council may

(a) prescribe a curriculum of studies to be pursued by, and term of service of, the students;

(b) determine the fitness, moral character, and habits, of persons applying to be examined;

(c) prescribe the subjects upon which candidates for membership shall be examined;

(d) fix standards of skill and competency;

(e) establish a scale of fees to be paid by persons applying for examination;

(f) appoint examiners, define their duties, and fix their remuneration; and

(g) make such rules and regulations (not contrary to the provisions of this Act or the by-laws of the institute) in respect to examinations as may be expedient.

Time of examinations

11

The council shall hold examinations at least once in each year.

Who may become members

12

Any person not under the age of 18 years who satisfies the council as to his fitness, moral character, and habits, and as to his skill and competency, and who passes the examination of the institute and pays the fees fixed by by-law, is entitled to become a member of the institute.

Conditions of membership

13

The council shall, by resolution, prescribe the conditions upon which persons who have passed the examinations of other corporate bodies having the same or similar objects, may be admitted as members of the institute; but the conditions shall be reasonable and subject to amendment by the Lieutenant Governor in Council, and if the council omits to prescribe such conditions the Lieutenant Governor in Council may prescribe them.

Appeal upon refusal of admission

14(1)

Any person who is refused admission to or membership in the institute shall be given written reasons for the refusal, and that person may, by written notice, appeal the refusal to the council which shall consider the appeal within 30 days of the receipt of the notice and upon making its decision, the council shall forthwith report the decision in writing to the appellant.

14(2)

Repealed, S.M. 2002, c. 24, s. 9.

S.M. 2002, c. 24, s. 9.

Entrance fee

15

The council may fix an entrance fee and the annual fee or subscription to be paid by the various classes of members, and may vary the amounts thereof.

Recovery of fees and disbursements

16

A member of the institute is entitled to sue for, and recover his reasonable fees for professional services, and the disbursements, if any, necessarily made by him in the course of rendering those services.

Honorary membership

17

Persons who have rendered conspicuous services to the institute, either in the advancement of its educational objects or its general welfare or by material contributions to the library or other funds of the institute, may, by the affirmative vote of three-quarters of the members present at any meeting of the institute, be elected to honorary membership of the institute; but honorary membership does not confer the right to use the designation "chartered accountant" or to be elected to the council or to vote.

Debts of institute

18

No member is personally liable for any debt of the institute beyond the amount of his unpaid fees or subscription as aforesaid.

Membership for life only

19

All interest in, or claim against, the funds and property of the institute of any member ceases and determines upon the death of that member, and also ceases and determines upon any such member, during his lifetime, ceasing to be a member of the institute.

Discipline

20(1)

On complaint being made in writing against any member or student in accounts of the institute or against a professional corporation for

(a) misconduct or violation of the rules or by-laws of the institute; or

(b) knowingly and wilfully issuing or signing a false or misleading statement, audit, or report; or

(c) giving any false or misleading information in connection with any audit or examination of accounts;

after due inquiry has been made into the complaint, under the by-laws of the institute, the institute, acting by the council or a committee appointed by council, may by order

(d) expel or suspend the member or student;

(e) suspend or cancel the permit of the corporation; or

(f) reprimand, impose a fine on or impose conditions on the provision of professional services by, the member, student or corporation.

Appeal

20(2)

Any person in respect of whom an order has been made under subsection (1) may appeal to a judge of the Court of Queen's Bench within three months from the date of the order, or within such extended time as a judge of the Court of Queen's Bench thinks reasonable.

Disposal of appeal

20(3)

The judge upon the hearing of the appeal may make an order either confirming, amending, or setting aside, the order appealed against or for further inquiries by the council into the facts of the case and as to costs, as to the judge seems right.

Notice of appeal, etc.

20(4)

The appeal may be by motion, notice of which shall be served upon the secretary of the institute at least 14 days before the time fixed for hearing the appeal, and shall be founded upon a copy of the proceedings before the council or any committee, the evidence taken, and the decision or report of the council or any committee in the matter, certified by the secretary.

Copies of evidence, etc.

20(5)

The secretary shall, upon the request of any person desiring to appeal, at the expense of that person, furnish to him a certified copy of all evidence, proceedings, reports, orders, and papers, upon which the council or any committee has acted in connection with its inquiry.

Ex parte court order for production of documents

20(6)

In the case of an inquiry concerning a member or student in accounts that is being conducted by council or any committee of the institute pursuant to its by-laws, the chairman of council, or of the committee, for and in the name of the institute, may summarily apply ex parte to a judge of the Court of Queen's Bench for an order directing the member or student in accounts concerned in the inquiry, or any other member, student in accounts, or person, to produce to the council or committee conducting the inquiry, any records, books, registers, papers and other documents or things in his possession or under his control, where the member, student in accounts, or other person has failed to produce same when required by the council or committee, or where the judge is of the opinion that the issue of such an order is just and appropriate in the circumstances.

Application of subsection (6) to member, etc.

20(7)

In the case of an inquiry concerning a member or a student in accounts that is being conducted by the council or any committee of the institute, subsection (6) applies, with such modifications as the circumstances require, to

(a) the member; or

(b) the student in accounts; or

(c) the complainant;

for the purpose of obtaining a court order for the production of documents and things under the circumstances of that subsection.

S.M. 1999, c. 41, s. 13.

Who may use designation

21(1)

Subject to subsections (2) and (3), section 27 and clause 28(1)(b), no person is entitled to take or use the designation "chartered accountant" or the initials "F.C.A.", "A.C.A.", "C.A.A.", or "C.A.", either alone or in combination with any other words, or any name, title or description implying that he is a chartered accountant, or any name, title, initials, or descriptions, implying that he is a certified accountant or an incorporated accountant, unless he is a member of the institute in good standing and registered as such.

Rights of accountants from other provinces

21(2)

Any firm of chartered accountants the head office of which is outside the Province of Manitoba, but which maintains an office and practice within the province, may take and use the designation of "chartered accountants" and the initials "C.A.," and to practise as such, if any one member of the firm is a member of the institute or is a professional corporation.

Ceasing to be a partner

21(3)

If at any time the only member of a firm referred to in subsection (2) who is a member of the institute or a professional corporation ceases to be a member of the firm, the firm may continue to use the designations referred to in subsection (2) for up to six months after that time.

Directors, officers and employees

21(4)

If a corporation commits an offence under this section, a director, officer or employee of the corporation who authorized, permitted or acquiesced in the commission of the offence is also guilty of an offence, whether or not the corporation has been prosecuted or convicted.

S.M. 1999, c. 41, s. 14.

Penalty

22(1)

A person who contravenes section 21 is guilty of an offence and is liable, on summary conviction,

(a) for a first offence, to a fine of not more than $6,000.; and

(b) for each subsequent offence, to a fine of not more than $30,000.

Disposition of fines

22(2)

Any fine or penalty imposed under (1) shall be paid to the Minister of Finance.

Prosecution of offence

22(3)

Any person may be a prosecutor in the prosecution of an offence under this section, and the government may pay to the prosecutor a portion of any fine recovered, in an amount that it considers appropriate, toward the costs of the prosecution.

S.M. 1999, c. 41, s. 15.

23

Repealed.

S.M. 1999, c. 41, s. 16.

Registers

24(1)

The council shall cause to be kept by the secretary a register of members of the institute and a register of corporations that have been issued permits under section 28.

Entry in register of members

24(2)

An entry in the register of members shall include

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

(b) where applicable, the name and registered address of the professional corporation of the member;

(c) the standing of the member;

(d) a notation of any disciplinary restrictions, limitations or conditions to which the member is subject; and

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

Entry in register of corporations

24(3)

An entry in the register of corporations shall 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) any practice restrictions or other conditions imposed on the corporation's permit;

(d) a notation of each suspension or cancellation of the corporation's permit;

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

Membership privileges

24(4)

Only those individuals whose names are entered in the register of members are entitled to the privileges of membership in the institute.

Incorrect entries

24(5)

An entry in a register proved to the satisfaction of the council to have been incorrectly or erroneously made may be amended or deleted from the register by order of the council.

Certificate of secretary as evidence

24(6)

A certificate signed by the secretary under the seal of the institute certifying that any thing is or is not recorded in a register is admissible in evidence as prima facie proof of the matter certified, without proof of the signature or appointment of the secretary or of the seal of the institute.

Inspection of register

24(7)

Each register shall be open to inspection by any person during reasonable business hours.

S.M. 1999, c. 41, s. 17.

Act not to affect practitioners outside of institute

25

Nothing in this Act affects or interferes with the right of any person, not a member of the institute, to practise as an accountant in the Province of Manitoba, or with the right of any person, not residing or having an office within the province, to use any designation as accountant.

PROFESSIONAL CORPORATIONS

Definitions

26

In this section and sections 27 to 34,

"member" means, unless the context otherwise requires, a member of the institute in good standing and registered as such; (« membre »)

"membership committee" means the membership committee of the council appointed by the council in accordance with the by-laws; (« comité des membres »)

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

"voting shareholder", in relation to a 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 »)

S.M. 1999, c. 41, s. 18.

Professional corporation may provide professional services

27

A professional corporation may provide professional services through one or more members

(a) under its own name;

(b) as a member of a general or limited liability partnership of professional corporations, or of professional corporations and members, under a name approved by the membership committee in accordance with the by-laws; or

(c) as a member of a firm referred to in subsection 21(2).

S.M. 1999, c. 41, s. 18; S.M. 2002, c. 30, s. 15.

Corporate permit

28(1)

Subject to subsection (2), the membership committee shall issue a permit or a renewal of a permit to a corporation if the committee is satisfied that

(a) the corporation is incorporated, formed by amalgamation or continued under The Corporations Act and is in good standing under that Act;

(b) the name of the corporation includes the words "chartered accountant" or "chartered accountants";

(c) each voting share of the corporation is legally and beneficially owned by a member or a professional corporation;

(d) each other share in the capital stock of the corporation is both legally and beneficially owned by a person who is

(i) a voting shareholder of the corporation,

(ii) a spouse, common-law partner or child, within the meaning of the Income Tax Act (Canada), of a voting shareholder of the corporation, or

(iii) a corporation each share of the capital stock of which is legally and beneficially owned by a person referred to in subclause (i) or (ii);

(e) each director of the corporation is a member;

(f) the president of the corporation is a member;

(g) each person through whom the corporation will be providing professional services is

(i) a member, or

(ii) an employee acting under the supervision of a member through whom the corporation will be providing professional services;

(h) the corporation has filed an application, in the form prescribed by the council, and paid the fee prescribed by the council, for the permit or renewal of the permit; and

(i) all other requirements prescribed by the council for the issuance or renewal of the permit have been satisfied.

Refusal to issue or renew permit

28(2)

The membership committee

(a) shall refuse to issue a permit to, or to renew the permit of, a corporation if the committee is not satisfied by proper evidence that the corporation is eligible for the permit; and

(b) may refuse to issue a permit to, or to renew the permit of, a corporation if

(i) a permit issued to the corporation under this Act has been cancelled, or

(ii) a director, officer or shareholder of the corporation is or has been a director, officer or shareholder of a corporation whose permit under this Act has been cancelled.

Notice of refusal

28(3)

When the membership committee refuses to issue or renew a permit under subsection (2), the committee shall notify the corporation in writing of the decision and the reasons for the decision.

Appeal to council

28(4)

A corporation that is refused a permit or renewal of a permit under subsection (2) may appeal the membership comittee's decision to the council, which may confirm or vary the decision of the committee.

S.M. 1999, c. 41, s. 18; S.M. 2002, c. 24, s. 9.

Validity of permit

29

Unless it is cancelled, surrendered or under a suspension, a permit is valid for the period specified in the permit.

S.M. 1999, c. 41, s. 18.

Business without permit prohibited

30(1)

A corporation whose name contains the words "chartered accountant" or "chartered accountants" shall not carry on any business in the province unless it holds a valid permit.

Restriction on business of professional corporation

30(2)

A professional corporation shall not carry on any business or activity other than the provision of professional services authorized by the permit and the provision of other services directly associated with the provision of those services.

Interpretation of business restriction

30(3)

Subsections (1) and (2) shall not be construed so as to prohibit a professional corporation from investing its own funds in real property, other than for development purposes, or in stocks, mutual funds, debt obligations, insurance, term deposits or similar investments.

Validity of corporate act

30(4)

No act of a corporation, including a transfer of property to or by the corporation, is invalid merely because it contravenes subsection (1) or (2).

S.M. 1999, c. 41, s. 18.

Voting agreements void

31(1)

An agreement or proxy that vests in a person who is not a member the authority to exercise any voting right attached to a share of a professional corporation is void.

Unanimous shareholders' agreements void

31(2)

A unanimous shareholders' agreement within the meaning of subsection 140(2) of The Corporations Act in respect of a professional corporation is void unless each shareholder of the corporation is a member or a professional corporation.

S.M. 1999, c. 41, s. 18.

Notification of changes

32

Every professional corporation shall notify the secretary, within the time and in a form and manner prescribed by the council, of every change in the voting shareholders, the other shareholders, the directors or the president of the corporation.

S.M. 1999, c. 41, s. 18.

Application of Act and by-laws

33(1)

This Act and the by-laws of the institute apply to a member despite any relationship he or she may have with a professional corporation.

Obligations to clients not diminished

33(2)

The fiduciary and ethical obligations of a member, and the obligations of a member respecting confidentiality, to a person receiving professional services

(a) are not diminished by the fact that the services are provided on behalf of a corporation; and

(b) apply equally to a corporation on whose behalf the services are provided and to its directors, officers and shareholders.

Liability of member

33(3)

The liability of a member for a professional liability claim is not affected by the fact that the member is providing professional services on behalf of a corporation.

Liability of voting shareholders

33(4)

A person is jointly and severally liable with a professional corporation, or a corporation acting in contravention of subsection 30(1), for all professional liability claims made against the corporation in respect of errors or omissions that were made or occurred while the person was a voting shareholder of the corporation.

Effect of member's conduct on professional corporation

33(5)

If the conduct of a member through whom a professional corporation was providing professional services at the time the conduct occurred is the subject of an investigation or inquiry,

(a) any power that may be exercised under this Act in respect of the member may be exercised in respect of the corporation; and

(b) the corporation is jointly and severally liable with the member for all fines and costs the member is ordered to pay.

Member's practice restrictions apply to corporation

33(6)

Any restriction imposed on the practice of a member through whom a professional corporation provides professional services applies to the permit of the corporation in relation to its provision of professional services through that member.

S.M. 1999, c. 41, s. 18.

Grounds for suspension or cancellation of permit

34(1)

Subject to subsection (2), a corporation's permit may be cancelled or suspended by the council, or by a committee of the council, if

(a) the corporation ceases to meet any of the requirements set out or referred to in subsection 28(1);

(b) the corporation contravenes any provision of this Act or the by-laws of the institute; or

(c) a member, in the course of providing professional services on behalf of the corporation, does or fails to do anything as a result of which he or she ceases to be a member in good standing.

Limitation

34(2)

A professional corporation's permit shall not be cancelled or suspended by reason only of the fact that

(a) one or more shares of the corporation have vested in

(i) an executor or administrator of the estate of an individual as a consequence of the death of the individual, or

(ii) a trustee in bankruptcy on the bankruptcy of the owner of the shares,

unless the individual or owner was the only member through whom the corporation was providing professional services or the shares continue to be held by the executor, administrator or trustee for a period of 180 days or any longer period allowed by the council;

(b) the former spouse or common-law partner of a voting shareholder continues to own a share of the corporation after the end of their marriage or common-law relationship;

(c) a member's right to practise has been temporarily suspended, unless

(i) the member remains a director or officer of the corporation more than 14 days after the commencement of the suspension, or

(ii) the corporation is not providing professional services through any other member; or

(d) an individual has ceased to be a member, for any reason other than the death or bankruptcy of the individual, unless

(i) the individual remains a director or officer of the corporation more than 14 days after ceasing to be a member,

(ii) the individual remains a voting shareholder of the corporation for more than 90 days after ceasing to be a member, or for any longer period allowed by the council, or

(iii) the corporation is not providing professional services through any other member.

Alternative to cancellation or suspension

34(3)

Instead of suspending or cancelling the permit of a professional corporation, the council or committee of the council may do one or more of the following:

(a) reprimand the corporation or one or more directors or voting shareholders of the corporation;

(b) impose restrictions on the permit;

(c) impose a fine on the corporation, payable to the institute, in an amount not exceeding $10,000.

S.M. 1999, c. 41, s. 18; S.M. 2002, c. 24, s. 9.

Limited liability partnerships

35

For the purposes of clause 69(1)(b) of The Partnership Act, members of the institute and professional corporations are authorized to form limited liability partnerships to practise public accounting as chartered accountants.

S.M. 2002, c. 30, s. 15.