Fillable North Carolina State Board of Certified Public Accountant (NC State Board of CPA Examiners)

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North Carolina State Board of Certified Public Accountant (NC State Board of CPA Examiners)

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REV. 08/2017
North Carolina State Board of Certified Public Accountant Examiners
1101 Oberlin Road Suite 104 • PO Box 12827 • Raleigh NC 27605
Phone 919-733-1423 • Fax 919-733-4209 • Web nccpaboard.gov
MERGER OF PROFESSIONAL CORPORATIONS
21 NCAC 08J .0108 requires all CPA firms to register with the Board and re-register annually in
accordance with NCGS 93-12(8)(a) and 21 NCAC 08J and 08K.
Pursuant to 21 NCAC 08N .0306(c), the firm’s name on letterhead, contracts, engagement letters, tax
returns, and all professional services reports must match exactly the firm’s name as registered with
the Board and the NC Department of Secretary of State (SOS).
NCGS 55B and 21 NCAC 08K .0105 require professional corporations to:
• Report any change in the composition or identity of shareholders, officers or directors, or
employees;
• Provide a copy of all amendments to the articles of incorporation to the Board prior to filing with
the NC Department of Secretary of State;
• Report the fact that any officer, shareholder, agent, or employee has ceased to be licensed
(NCGS 55B-13); and
• Report the death of any shareholder.
Contact the SOS at (919) 814-5400 or visit the SOS website, www.sosnc.gov, to obtain the
necessary SOS forms and fee information. The Board will mail all forms and fees to the NC
Department of Secretary of State.
To merge professional corporations, submit the following items to the Board:
• One copy of the proposed CPA firm letterhead;
• Completed “Registration of Professional Corporation” with corporate seal properly affixed;
• One copy of the “Articles of Merger” prepared in accordance with NCGS 55-B, properly
executed, and ready for filing with the NC Department of Secretary of State; and
• A check payable to the NC Department of Secretary of State for the correct fee required to file
the “Articles of Merger.”
Upon receipt of the above-referenced information, the Board staff will complete an additional form
that certifies to the NC Department of Secretary of State that the firm name complies with the Board’s
rules and that the proposed shareholders are properly licensed. The Board’s staff will instruct the NC
Department of Secretary of State return the certified copy of the “Articles of Merger,” after filing, to the
Board office. Upon receipt, a “Certificate of Registration” and the certified copy of the “Articles of
Incorporation” will be sent to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.
Page 2 of 4
REV. 11/2017
North Carolina State Board of Certified Public Accountant Examiners
1101 Oberlin Road Suite 104 • PO Box 12827 • Raleigh NC 27605
Phone 919-733-1423 • Fax 919-733-4209 • Web nccpaboard.gov
REGISTRATION OF A PROFESSIONAL CORPORATION
Merger of Professional Corporations
The Applicant, a professional corporation duly organized and existing under the laws and regulations of the
State of North Carolina (NCGS 55B) and of the rules of the State Board of CPA Examiners (21 NCAC 08K),
hereby makes application to the Board for registration and licensing to engage in the public practice of
accountancy in North Carolina and in support of such application shows the Board the following:
CPA Firm Name:
Name of Supervising CPA:
Supervising CPA’s Certificate No.:
Mailing Address:
City, State & ZIP:
Street Address:
City, State & ZIP:
Phone Number:
Fax Number:
Email Address:
Website Address:
Does the applicant corporation operate or maintain any other offices? N Y
If yes, provide the information requested above on an attached sheet for all other offices operated or
maintained by the applicant corporation.
Page 3 of 4
REV. 11/2017
REQUIRED INFORMATION
Registration of a Professional Corporation (Merger of Professional Corporations)
Officers and Directors
Provide the name, address, phone number, CPA certificate/license number (including jurisdiction), and title of
each officer and director of the applicant corporation. Provide the name, address, phone number, social
security number, and title of each non-CPA officer and director of the applicant corporation. Attach additional
sheets if needed.
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Title
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Title
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Title
Shareholders
Provide the name, address, phone number, CPA certificate number, and percent of ownership for each shareholder of the
applicant corporation. For each non-CPA shareholder, provide the name, address, phone number, social security number,
and percent of ownership. Non-CPA shareholders are limited to 49% ownership of the corporate stock in aggregate.
Attach additional sheets if needed.
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Percent of Ownership
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Percent of Ownership
Name CPA No. or SSN:
Address
City, State & ZIP Phone No.
Percent of Ownership
Page 4 of 4
REV. 11/2017
REQUIRED INFORMATION, CONTINUED
Registration of a Professional Corporation (Merger of Professional Corporations)
CPA Employees
Provide the name, address, phone number, and CPA certificate number (including jurisdiction) of each CPA employee of
the applicant corporation. Attach additional sheets if needed.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
Name CPA No.
Address
City, State & ZIP Phone No.
The undersigned hereby certifies that, to the best of his/her knowledge and belief, no disciplinary action is pending before
the Board or in any jurisdiction against any of the licensed incorporators, officers, directors, shareholders, or employees of
the applicant corporation; that the applicant corporation will be conducted in compliance with statutes and rules of the
Board; and that the names in the CPA firm name comply with 21 NCAC 08A .0301(24) and 08N .0307(a).
WITNESS my hand and the seal of the applicant corporation, this the day of .
month/year
Name of Professional Corporation
Signature of an Officer-Shareholder Individually Licensed by this Board NC CPA Certificate No.
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Completed 14 August 2020

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