The New Jersey Society of CPAs submitted a request to the New Jersey Supreme Court's Committee on the Unauthorized Practice of Law to determine whether beneficial ownership information (BOI) reporting assistance provided by CPAs is considered the unauthorized practice of law (UPL) in New Jersey. On July 9, they issued an opinion.
In a nutshell, the committee wrote that while providing BOI services is the practice of law, it is not UPL to prepare filings if the filing is straightforward and not complex. However, the CPA is required to tell the client that it may be advisable to consult with a lawyer.
Key excerpts from the opinion:
“To respond to this inquiry, the Committee first determines whether providing guidance to clients and/or filing the reports on behalf of clients is, in fact, the practice of law. If the Committee decides that it is the practice of law, it must then determine whether it is in the public interest to permit nonlawyers to engage in the activity …”
“With regard to beneficial owner information reports under the Corporate Transparency Act, the Committee finds that the public needs protection, given the complexity of some matters and the significant civil and criminal penalties for noncompliance… Complex filings require a lawyer’s judgment, training, and expertise - the analysis may be tricky and the risk of penalties, if the analysis is faulty, is greater.”
“While the public needs protection in complex matters, however, most filings will be straightforward. For example, all matters where there is a single owner of a limited liability company will be simple — that single owner is the beneficial owner of the entity for purposes of the Act. In such cases, one does not need to be a lawyer to determine the necessary information to include in a beneficial owner information report.”
“Given that most filings are likely to be straightforward, the Committee finds that a licensed CPA can engage in this conduct provided the CPA notifies the client that it may be advisable to consult with a lawyer. The Committee relies on the professionalism of CPAs to ensure that such licensees will recognize when a filing is more complex and it is in the client's interests for a lawyer to be retained in the matter.”
“Corporations may file the forms on their own, but if they hire someone to do it on their behalf, it must be a lawyer or a CPA/Enrolled Agent.
“Since the Act is new and circumstances may change, the Committee reserves the right to amend or supplement this response in the future.”
Read the full letter here.