Key Information for Minnesota CPA and Sole Proprietor Firms

Initial Applications

Initial Applications

Does a Firm Need a CPA Permit in Minnesota?

A firm can take the form of a sole proprietorship, a corporation, a partnership, or other organizational forms. In general, firms that need a permit to practice in Minnesota include any firm with an office in Minnesota that:

1. performs attest services,
2. performs compilation services (certain exceptions exist); or
3. that uses the title "CPA" or "CPA Firm."

Any firm that does not have an office in this state but performs attest services for a client having its headquarters in this state also needs a permit. Refer to Minnesota Statute 326A.05 and Minnesota Rules 1105.4200.B for specifics.

What About a Business Permit?

Business registration and related questions are handled by the Secretary of State's office. You must maintain your registration with the Secretary of State each year in order to retain your permit with the Board – see Minnesota Rules 1105.4000(E).

How Do I Get a CPA Firm Permit?

Provide all requested information on the appropriate application form and submit it along with any required documentation and appropriate fee(s). Incomplete applications expire six (6) months from receipt by the Board.

See the application form for instructions and fee. Details can be found in Minnesota Statute 326A.05 and in Minnesota Rules 1105.4000.

• For Sole Proprietors

Sole Proprietors should complete and submit the printable PDF Application for Minnesota Sole Proprietor Firm Permit along with the required documents and appropriate fee(s). These applications are reviewed at Board meetings and must be received in the Board office no later than 10 days prior to the next regularly scheduled Board meeting.

Note: If you are a single-member firm but registered with the Secretary of State, you are not legally considered a "Sole Proprietor".

• For All Other CPA Firm Types

CPA Corporations, CPA Partnerships, CPA LLPs, and CPA LLCs should complete and submit the printable PDF Application for Minnesota CPA Firm Permit along with the required documents and appropriate fee(s). These applications are reviewed at Board meetings and must be received in the Board office no later than 10 days prior to the next regularly scheduled Board meeting.

• For non-CPA or non-RAP Minnesota Owners of a Firm

Please note that EACH non-CPA or non-RAP Minnesota owner of a firm must complete page 5 of the application and include an additional $45.00 fee, which may be added to the $100 firm permit fee check or money order made payable to MN Board of Accountancy; there is no need for separate payment.

All firm permits expire on December 31, regardless of the date issued.

Firm Names

Firm Name Requirements

CPA Firm Naming Requirements

A firm must not use any name identifying itself as a CPA firm until the name has been registered with and approved by the Board. To protect the public, the Board requires that CPA firm names not be misleading or fictitious. See Minnesota Rules 1105.6300-1105.6400.

CPA Firm Name Changes

To request a name change, complete the appropriate Name Change Request Form.

• For Sole Proprietors

Sole Proprietors may request a name change using the Sole Proprietor Firm Name Change Request Form

• For All Other CPA Firm Types

CPA Corporations, CPA Partnerships, CPA LLPs, and CPA LLCs may request a name change using the CPA Firm Name Change Request Form

Name change requests must be received in the Board office at least 10 days prior to the next regularly scheduled Board meeting, at which they will be reviewed. NOTE: CPA firms cannot hold out or practice under a name that has not been approved by the Board.

Peer Review

Peer Review Requirements for Firms

Basic Information for Initial Firm Applicants

All firms that apply for a Minnesota permit and that have in the current year or expect in the coming year to perform audits, reviews, or compilations of financial statements, or examinations of prospective financial information, must submit a copy of any peer review completed within the last year with the initial application. See the appropriate application form available in the Document Library for more information.

For a new firm that has not yet undergone peer review, the peer review is due to the Board 21 months from the report date of the initial attest or compilation engagement. The firm's next peer review will be due to the Board three (3) years from that initial report date.

The peer review period for a firm (beginning and ending months) cannot be changed without prior approval from the Board. For firms that have not yet performed services that require peer review, the beginning month of their first peer review period will be established by the reviewer.

Basic Information for Firms Already Holding a Minnesota Permit

Firms who perform attest or compilation services must undergo and submit to the Board the results of a peer review once every three (3) years. Information on how and what to report to the Board can be found in Minnesota Rules 1105.5400.

Firms that do not perform attest or compilation services and do not foresee performing such services in the coming year may claim exemption from peer review at the time of renewal. If they subsequently perform those services, they must immediately notify the Board in writing and submit to the Board a peer review 21 months from the report date of the initial attest or compilation engagement—or sooner, at the request of the firm.

Detailed Information

The above is generalized information on peer review requirements. Please consult Minnesota Rules 1105.4300 and 1105.4600 - 1105.5500 for specifics on all definitions, requirements, conditions, and exceptions.

Status Changes

Changes to a Firm’s Address, Status or Ownership

Keep Your Firm's Information Current With the Board

Making sure the Board has the firm's current mailing and email addresses is an obligation of the firm's licensure. See Minnesota Rules 1105.1100. Submit firm address changes by using the same form as that for firm name changes.

• For Sole Proprietors

Sole Proprietors may submit an address change using the Sole Proprietor Firm Name Change Request Form

• For All Other CPA Firm Types

CPA Corporations, CPA Partnerships, CPA LLPs, and CPA LLCs may submit an address change using the CPA Firm Name Change Request Form

The firm address is just one of several key pieces of information that needs to be kept updated. Minnesota Rules 1105.4100 lays out the rest:

1. formation of a new firm;
2. addition of a partner, member, manager, director, or shareholder who resides or practices in this state;
3. retirement, withdrawal, or death of a partner, member, manager, director, or shareholder who resides or practices in this state;
4. any change in the name of the firm;
5. the termination of the firm, including:
   1. a dissolution;
   2. a merger; or
   3. in the case of a foreign firm:
      1. the firm no longer practices or holds out in this state; or
      2. the firm meets the requirements of Minnesota Statutes, section 326A.05, subdivision 1, paragraphs (b) and (c), and no longer seeks a renewal of the firm's permit;
6. a change in a partner or an owner in charge of each branch office in this state;
7. establishment of a new branch office or the closing or change of address of a branch office in this state;
8. the initial report date of attest or compilation services in this state; and
9. the occurrence of any event or events that would cause the firm not to be in conformity with this chapter or the act.

For Firms That Are Sold, Merged, or Dissolved

If the firm is sold, merged or dissolved, notify the Board by email or mail within 30 days after the event. The Board will mark the firm as dissolved or no longer requiring permit renewal.

For Foreign Firms No Longer Needing a Permit to Practice in Minnesota

If a foreign firm no longer requires a permit under Minnesota Statute 326A.05 and Minnesota Rules 1105.4200.B, notify the Board by email or mail within 30 days after the event. The Board will mark the firm as no longer requiring permit renewal.

For Changes in Ownership

The Board must be notified of firm ownership changes that may result from such mergers and acquisitions (see Minnesota Rules 1105.4100). A merger resulting in a new business type requires an application to the Board for a new permit.

Name changes also require approval from the Board. They must comply with Board firm naming requirements and the name change request must include business registration (Amended Articles of Incorporation or Certificates of Authority, etc.) from the Office of the Secretary of State. An acquiring firm cannot practice under the name of a former firm if they are not duly registered with the Board as the owners and permit holders of the firm, and the permit is not active and in good standing. See the Firm Names tab for additional information. Click here

Renewal

Renewing a CPA Firm Permit

Firm permits expire without exception on December 31 each year. The permit renewal window opens in October. CPA firms will receive a letter and copy of the current owners list from the Board prior to the opening of the renewal window. The owners list (with any changes noted on the list) must be returned to the Board with the renewal form.

Sole Proprietor firms that do not perform work that requires peer review may renew the permit through Online Services. Renew the individual license first, then select to continue with renewal of sole proprietor permit.

Sole Proprietors that must undergo peer review and all other CPA firms must submit the appropriate printable PDF paper renewal form available through the Document Library:

• CPA Sole Proprietor Firm Permit Renewal Form
• CPA Firm Permit Renewal Form

NOTES:

• Sole Proprietors must renew their individual CPA license with an active status or they will not be able to renew the Sole Proprietor Firm Permit.
• No firm can renew a permit until a two-thirds majority of partners, members, managers, shareholders, directors, and officers who hold a certificate – and whose principal place of business is in this state – renew their individual certificates with an active status. All members (100%) must be renewed within 60 days of license expiration or the firm's permit will be revoked. See Minnesota Rules 1105.4000 (D) and 1105.4150 for details.
• If a firm permit expired more than two (2) years ago, the firm will need to reapply for an initial firm permit. See the Initial License tab for more information. Click here

Late Renewals

For firms that do not renew by the December 31 deadline, please use the appropriate LATE Renewal Form available through the Document Library:

• CPA Sole Proprietor Firm Permit Late Renewal Form
• CPA Firm Permit Late Renewal Form

Note that a $50 delinquency fee will be included in the late renewal fee.