中华人民共和国注册会计师法 LAW OF THE PEOPLES REPUBLIC OF CHINA ON CERTIFIED PUBLIC ACCOUNTANTS

here is an interest between a certified public accountant and a client， the certified public accountant himself shall withdraw； and the client shall have the right to demand that he or withdraw.

　　Article 19 Certified public accountants shall have the obligation to keep their clients' trade secrets they come to know in carrying out their business.

　　Article 20 In carrying out their audit services， certified public accountants may， under any of the following circumstances， refuse to produce a report to their clients：

　　（1） The client indicates that they should provide untruthful or improper verification；

　　（2） The client intentionally refuses to provide relevant accounting materials and documents； or

　　（3） Due to other unreasonable requirements from the client， the report to be produced by certified public accountants can not provide a correct account of the important items of the financial accounting.

　　Article 21 The certified public accountants must， in carrying out audit services， produce audit reports in accordance with the audit procedures set in the professional standards and rules.

　　When preparing reports during carrying out audit services， certified public accountants may not commit any of the following acts：

　　（1） to refrain from pointing out while clearly knowing that the client's processing of the important items of the financial accounting contravenes the relevant provisions of the State；

　　（2） to conceal facts or produce an untruthful report while clearly knowing that the client's processing of the financial accounting will directly impair the interests of the users of the report or other interested parties；

　　（3） to refrain from pointing out while clearly knowing that the client's processing of the financial accounting may substantially mislead the users of the report or other interested parties； or

　　（4） to refrain from pointing out while clearly knowing that the important items of the client's accounting statements contain other false information.

　　Where certified public accountants ought to know the acts of their clients specified

above in accordance with the professional code and rules， the provisions of the preceding paragraph shall apply.

　　Article 22 Certified public accountants shall not commit any of the following acts：

　　（1） in the course of carrying out audit services， to buy or sell stocks or debentures of the institutions audited or purchase other property of institutions or individual audited during the period such acts are prohibited as prescribed by the laws and administrative rules and regulations；

　　（2） to ask for or accept remuneration or other forms of payment in cash or in kind in addition to what is agreed upon with the client in a contract， or seek other unlawful interests by taking advantage of carrying out their services；

　　（3） to undertake commission to dun debts；

　　（4） to allow others to carry out services in the name of the certified public accountant；

　　（5） to work simultaneously at two or more public accounting firms；

　　（6） to advertise their qualifications to solicit business； or

　　（7） other acts in violation of the laws or administrative rules and regulations.

　　Chapter IV Public Accounting Firm

　　Article 23 A public accounting firm may be established by certified public accountants in partnership.

　　The obligations of a public accounting firm in partnership shall be borne by the partners with their own property according to the proportion of their respective capital contributions or to their agreement. The partners shall bear the joint liabilities to the obligations of the public accounting firm.

　　Article 24 A public accounting firm conforming to the following requirements may be a legal person with limited liabilities：

　　（1） having a registered capital of no less than 300，000 yuan；

　　（2） employing a certain number of full-time professionals， among whom there must be at least five certified public accountants； and

　　（3） the business scope and other requirements as stipulated by the financial department of the State Council.

　　Public accounting firms with limited libilities shall bear obligations with their total assets.

　　Article 25 The establishment of a public accounting firm shall be subjected to the approval of the financial department of the State Council， or the financial department of the people's government of a province， autonomous region or municipality directly under the Central Government.

　　To apply for establishment of a public accounting firm， the applicant shall submit to the examining and approving authorities the following documents：

　　（1） an application；

　　（2） the name， institutional structure and premises of the public accounting firm；

　　（3） the articles of association of the public accounting firm， and the agreement of partnership if there is any；

　　（4） the name list， resumes and relevant certificates of certified public accountants；

　　（5） the names， resumes and relevant certificates of the leading persons and partners of the public accounting firm；

　　（6） the certificate of capital contributions of the public accounting firm with limited liabilities； and

　　（7） other documents required by the examining and approving authorities.

　　Article 26 The examining and approving authorities shall decide whether to approve or not within 30 days from the date of receiving the documents of application.

　　Public accounting firms approved by the financial departments of the people's governments of provinces， autonomous regions or municipalities directly under the Central Government shall be filed with the financial department of the State Council for the record. If the financial department of the State Council finds the approval to be inappropriate， it shall， within 30 days from the date of receiving the report， notify the original examining and approving authorities to review the case.

　　Article 2

7 Establishment of a branch of a public accounting firm shall be subjected to the approval of the financial department of the people's government of the province， autonomous region or municipality directly under the Central Government where the branch is to be located.

　　Article 28 Public accounting firms shall pay taxes according to law.

　　Public accounting firms shall set up a professional risk fund and undertake professional insurance as prescribed by the financial department of the State Council.

　　Article 29 When receiving business， public accounting firms shall not be limited by administrative regions or trades， except as otherwise provided by the laws， administrative rules and regulations.

　　Article 30 No unit or individual shall interfere in the services entrusted by the clients to public accounting firms.

　　Article 31 The provisions of Article 18 to Article 21 of this Law shall be applicable to public accounting firms.

　　Article 32 Public accounting firms shall not commit any of the acts listed in items 1 to 4， item 6 and item 7 of Article 22 of this Law.

　　Chapter V Institutes of Certified Public Accountants

　　Article 33 A certified public accountant shall join an institute of certified public accountants.

　　Article 34 The Articles of Association of the Chinese Institute of Certified Public Accountants shall be formulated by the national congress of the members of the Institute and filed with the financial department of the State Council for the record. The articles of association of institutes of certified public accountants of provinces， autonomous regions or municipalities directly under the Central Government shall be formulated by the congresses of the members of the institutes and filed with the financial departments of the people's governments of provinces， autonomous regions or municipalities directly under the Central Government for the record.

　　Article 35 The Chinese Institute of Certified Public Accountants shall draw up professional standards and rules for certified public accountants according to law and implement them after obtaining approval from the financial department of the State Council.

　　Article 36 The institutes of certified public accountants shall support the certified public accountants in conducting their services according to law， safeguard their legitimate rights and interests and convey their opinions and suggestions to the relevant authorities.

　　Article 37 The institutes of certified public accountants shall carry out annual inspection of the qualification and professional services of certified public accountants.

　　Article 38 The institutes of certified public accountants shall acquire the status of body corporate according to law.

　　Chapter VI Legal Liability

　　Article 39 If a public accounting firm violates the provisions of Article 20 or Article 21 of this Law， the financial department of the people's government at or above the provincial level shall give a warning to the firm， confiscate its illegal income and may concurrently impose a fine of not less than one time， but not more than five times the value of the illegal income. If the circumstances are serious， the financial department of the people's government at or above the provincial level may also suspend have the firm suspend its business operation or revoke its business licence.

　　If a certified public accountant violates the provisions of Article 20 or Article 21 of this Law， the financial department of the people's government at or above the provi

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