NRS628.325. Corporation or company for practice of public accounting: Organization; liability; ownership.

      1.  One or more natural persons may organize a corporation for the practice of public accounting under the Professional Entities and Associations Act, chapter 89 of NRS. The corporation is not required to have more directors than shareholders, but at least one director must be a shareholder. The other directors need not, but may, be shareholders.

      2.  One or more natural persons may:

      (a) Organize a corporation pursuant to chapter 78 of NRS;

      (b) Qualify to do business as a foreign corporation pursuant to chapter 80 of NRS;

      (c) Organize a limited-liability company pursuant to chapter 86 of NRS; or

      (d) Register as a foreign limited-liability company pursuant to chapter 86 of NRS,

Ê to practice public accounting.

      3.  The organization, qualification or registration of a corporation or company pursuant to subsection 2:

      (a) Does not modify:

             (1) The relationship between an accountant and a client;

             (2) The liability arising out of that relationship; or

             (3) The compliance of the corporation or company with this chapter or any regulations adopted pursuant thereto.

      (b) Does not render:

             (1) A person liable in tort for any act in which he or she has not personally participated.

             (2) The manager, a member or an employee of a limited-liability company liable in contract for any contract which the person executes on behalf of a limited-liability company within the limits of his or her authority.

      4.  Notwithstanding any specific statute to the contrary, a simple majority of the ownership of a corporation, partnership or limited-liability company organized for the practice of public accounting in this State, in terms of the financial interests and voting rights of all shareholders, partners, officers, members and principals thereof, must belong to persons who are certified public accountants in any state or registered public accountants in this State. Each shareholder, partner, officer, member or principal whose principal place of business is in this State and who performs professional services in this State must be:

      (a) If the corporation, partnership or limited-liability company registered with the Board is a corporation, partnership or limited-liability company of certified public accountants, a certified public accountant in this State in good standing; and

      (b) If the corporation, partnership or limited-liability company registered with the Board is a corporation, partnership or limited-liability company of public accountants, a certified public accountant or registered public accountant in this State in good standing.

      5.  A corporation, partnership or limited-liability company organized for the practice of public accounting in this State may have as a shareholder, partner, officer, member or principal any natural person who is not a certified public accountant in any state or a registered public accountant in this State if:

      (a) The natural person is actively engaged in the business of the corporation, partnership or limited-liability company, or any affiliate thereof; and

      (b) The corporation, partnership or limited-liability company complies with any other requirements that the Board by regulation may impose.

      (Added to NRS by 1971, 748; A 1995, 1477; 1997, 924; 1999, 1699)