How to buy an accounting practice in Alberta: licences, ownership rules and what transfers

Alberta regulates accounting practices through the Chartered Professional Accountants of Alberta, known as CPA Alberta or the CPAA, under the province’s Chartered Professional Accountants Act. Alberta’s Act works through registrations: a member registers, a firm registers, and a professional corporation registers on top of that. Buying a practice here means working out which of those registrations the practice holds, which ones you will need to hold yourself, and who is allowed to own the shares. This guide covers Alberta’s rules only.

Who regulates accounting practices in Alberta

CPA Alberta describes itself as the professional organization for Chartered Professional Accountants across the province, and its Public Practice pages set out how firms and professional corporations register. The Chartered Professional Accountants Act is the Alberta statute that gives those registrations their force. When a rule on this page comes from the Act, it is the Act’s rule. Where CPA Alberta’s published guidance adds detail, check the regulator’s current pages before relying on it, because registration forms and directives can change without the Act changing.

Firm registration comes first

Section 49 of the Act provides that, in addition to any other registration held under the Act, a member of the CPAA, a professional corporation or a partnership that conducts any aspect of a professional accounting practice must register as a professional accounting firm, unless the practice is conducted in a registered professional accounting firm. Subsection 49(2) says the same for a public accounting practice, subject to subsection (3), which excuses certain members described in section 51. For a buyer, that means the question is not only whether you are a member. It is also whether the practice you are taking over will sit inside a registered firm.

A professional corporation is a separate step

CPA Alberta says a firm wishing to operate in a corporate manner must do so through a professional corporation, and that the registration is in addition to registering as a professional accounting firm. It also says registering a professional corporation does not constitute registering a professional accounting firm. If the seller’s practice runs through a professional corporation, ask for proof of both registrations rather than assuming one covers the other. If you plan to buy through your own corporation, expect to apply for both. Alberta’s Business Corporations Act adds a step at incorporation: under section 7(2), if the name in the articles contains the words “Professional Corporation”, the incorporator must also send the Registrar evidence of an approval of the articles by or on behalf of the profession’s governing body. Section 42 of the Chartered Professional Accountants Act lets CPA Alberta’s registrar issue that approval to a registrant who applies and meets that section’s conditions.

Who may own the corporation

Section 40 of the Act says no person may engage in a professional accounting practice or a public accounting practice under a name containing “Professional Corporation” or “P.C.” unless the person is incorporated or continued under the Business Corporations Act and meets listed conditions. They include that the practice is conducted within a professional accounting firm, that the corporation is currently registered as a professional corporation, that all its directors are members of the CPAA, and that all issued voting shares are legally and beneficially vested in one or more members. Section 40 sets who may hold non-voting shares, and subsection (2) provides an alternative for a corporation registered with a recognized organization. Section 44 bars a voting shareholder from giving a non-member a voting trust, proxy or similar authority. Under section 40(1), a buyer who is not a CPAA member cannot hold the voting shares of such a corporation.

Telling CPA Alberta about the change

Section 45 of the Act requires a professional corporation to inform the registrar within 15 days, in the form provided for by resolution, of any change in its articles, ownership or directors, or to its name. A share sale changes the corporation’s ownership, so build the 15 days into the closing plan. Under section 46, the registrar may cancel a professional corporation’s registration if section 40, 44 or 45 is not complied with. Ask CPA Alberta whether the firm registration and the corporation’s registration continue after the change or need to be reissued. The sources read for this page do not say, so ask about both an asset sale and a share sale.

For the practice itself, see buying an accounting practice in Canada. For Alberta’s wider licensing questions, see licences and permits in an Alberta business sale. Listings are under accounting practices for sale.

What to ask the seller for

• Evidence of the practice’s professional accounting firm registration and, separately, of any professional corporation registration.
• The corporation’s articles, share register and director list, with a record of past notices to the registrar.
• Any voting trust, proxy or shareholder agreement touching the voting shares, since section 44 limits who may hold that authority.
• Correspondence with CPA Alberta about the practice, including any conditions or open reviews.
• The names under which the practice has been operating, to check them against section 40.