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The following opinion is presented on-line for informational use only and does not replace the official version. (Mich Dept of Attorney General Web Site - www.ag.state.mi.us) STATE OF MICHIGAN FRANK J. KELLEY, ATTORNEY GENERAL Opinion No. 6261 December 6, 1984 ACCOUNTANTS: Preparation of financial statement for licensure of grain dealer CONSTITUTIONAL LAW: Const 1963, art 4, Sec. 25--impact upon provision of Grain Dealers Act regarding preparation of financial statement containing no expression of opinion GRAIN DEALERS: Financial statement required for licensure of dealer 1939 PA 141, Sec. 7, as amended by 1982 PA 33, which permits the preparation of a financial statement containing no expression of opinion by an accountant not licensed under 1980 PA 299, Sec. 701 et seq, does not violate Const 1963, art 4, Sec. 25. Elizabeth P Howe Director Department of Licensing & Regulation P.O. Box 30018 Lansing, Michigan On behalf of the State Board of Accountancy, you have requested my opinion as to whether the Grain Dealers Act, 1939 PA 141, Sec. 7, as amended by 1982 PA 33; MCLA 285.67; MSA 12.119(7), impermissibly amends the Occupational Code, 1980 PA 299, Sec. 701 et seq; MCLA 339.701 et seq; MSA 18.245 et seq, which regulates the practice of public accounting and prohibits certain actions by persons not possessing required licenses and certificates. As originally enacted, section 7 of the Grain Dealers Act, supra, provided that an application for a grain dealers license 'shall be accompanied by a financial statement,' but contained no indication of the components of the financial statement, nor did it indicate by whom it was to be prepared. However, details were provided by amendatory 1982 PA 331 (1), which applied to grain dealer licenses issued or renewed after September 11, 1982. 1982 PA 33 amended 1939 PA 141, Sec. 7, supra, so as to require that the financial statement shall be 'prepared in accordance with generally accepted accounting principles' and shall be 'sworn as to accuracy by the owner, principal officer, or a partner of the applicant.' Concerning the identity of the preparer, the following pertinent new language was added to section 7 by 1982 PA 33: 'The financial statement shall be prepared by a certified public accountant or by an accountant who meets the requirements of the accreditation council for accountancy or its successor organization, and shall include, to the extent permitted by the oc(c)upational code, Act No. 299 of the Public Acts of 1980, as amended, being sections 339.101 to 339.2601 of the Michigan Compiled Laws, a letter from the preparer to the applicant or producer stating any qualifications, reservations, or departures determined by the preparer to be applicable to the financial statement. The director shall promulgate rules pursuant to the administrative procedures act of 1969, Act No. 306 of the Public Acts of 1969, as amended, being sections 24.201 to 24.315 of the Michigan Compiled Laws, to prescribe the specific contents of the financial statement required by this section. . . .' (Emphasis added.) It is noted that your letter of inquiry identified the 'accreditation council for accountancy' as a branch of the National Society of Public Accountants. The essential issue to be determined is whether that portion of the amendatory language of section 7 of the Grain Dealers Act, supra, which purports to authorize persons who are not certified public accountants but who are credentialed by the accreditation council for accountancy or its successor organization to undertake certain activities that are prohibited by Article 7 of the Occupational Code, supra. Thus, the question is whether the amendatory language contravenes Const 1963, art 4, Sec. 25, which not only prohibits amending existing legislation by reference, but also mandates that the language of amended acts be set forth in full in the amendatory bill. It thus is seen that the Legislature carefully drafted the new language contained in section 7 to make it 'dovetail' with the Occupational Code, which is expressly referenced therein. The opinion letter to the applicant or producer stating any qualification, reservations or departures may be given only 'to the extent permitted by the Occupational Code.' If the preparer lacks the licensure and certification required by the Occupational Code in order to grant an unqualified opinion that the statement was prepared in accordance with generally accepted principles, then 1939 PA 141, Sec. 7, supra, does not require that the preparer do so. Rather, the preparer may, and indeed must, give whatever statements or opinions are not prohibited by the Occupational Code, supra. It is significant that even in situations where the financial statement was prepared by a certified public accountant, the owner, principal officer or partner of the applicant for a grain dealer's license must swear as to the accuracy of the financial statement. Moreover, 1980 PA 299, art 7, Sec. 711(d), supra, provides that Article 7 shall not prohibit an individual firm or corporation 'from preparing a report or return, not requiring the expression of an opinion on the report or return, for filing with the federal, state, or local governmental unit.' (Emphasis added.) The financial statement required by Sec. 7, 1939 PA 141, supra, is a report which does not require an expression of opinion thereon and, thus, may be prepared by persons who are not certified public accountants. It is my opinion, therefore, that 1939 PA 141, as amended, by 1982 PA 33, supra, does not contravene Const 1963, art 4, Sec. 25. Frank J. Kelley Attorney General (1)
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