Attest client vs non-attest client: what a CPA firm may accept for an introduction

The short answer: sort the client before you sort the fee

Whether your firm can accept compensation for introducing a client to SourceX depends first on whether that client is an attest client. If the firm performs an audit, a review, certain compilations or an examination of prospective financial information for the client, the AICPA Code bars accepting a commission for recommending a product or service to it. If the firm provides only non-attest services, such as tax, client accounting services or advisory work, the AICPA Code does not bar a commission if it is disclosed to the client, but your state's rules and firm policy may be stricter and decide the question.

That turns the question into a client-by-client sort rather than a firm-wide yes or no. A CAS or advisory partner can still introduce an attest client, but without accepting compensation, or not at all if the firm's independence group says so. The accountants overview covers why the role is well placed for introductions; this page is about which clients you can introduce on which terms.

What the rule actually says

The Commissions and Referral Fees Rule, ET 1.520.001 in the AICPA Code of Professional Conduct, works in two layers:

• Prohibited commissions. A member in public practice may not, for a commission, recommend or refer a product or service to a client, or receive a commission, when the member or the member's firm also performs for that client an audit or review of financial statements, a compilation of the kind the rule describes, or an examination of prospective financial information. The bar runs during the period of the engagement and the period covered by any historical financial statements involved.
• Disclosure. Where a commission is not prohibited, a member who accepts one must disclose it to the client. A separate paragraph requires disclosure of referral fees received or paid for recommending the services of a CPA.

How your firm labels a SourceX reward matters. A reward for recommending a third party's service reads more like a commission under the Code's wording than a referral fee for CPA services, so assume the stricter attest-client bar applies and let your ethics partner decide.

Two neighboring regimes can also apply. The AICPA's contingent fee rule (ET 1.510) bars performing services for a contingent fee for a client for which the firm performs an audit or review, certain compilations or an examination of prospective financial information, as the NYSSCPA explains. Firms that audit SEC registrants must also consider the SEC's own auditor-independence rules, which form a separate regime from the AICPA Code, as SEC staff correspondence with the AICPA on contingent fees illustrates.

Attest client vs non-attest client, side by side

How to sort your client book into three buckets

Start from the practice management system: export every client entity with its active service lines and the periods each engagement covers. Then tag each one.

1. Bucket A, attest clients. Any entity for which the firm performs an audit, a review, a compilation covered by the rule or an examination of prospective financial information, plus any entity whose statements fall in a period still covered. Introduce only without compensation, if at all.
2. Bucket B, non-attest clients. Tax, CAS, advisory, valuation or consulting only. The AICPA Code does not bar a commission for these clients if it is disclosed, but state rules and firm policy may; do not treat the Code alone as clearance.
3. Bucket C, check first. Related entities of attest clients, clients moving between service lines, and clients for which an attest engagement is being proposed. Hold these until the independence group confirms the answer.

Then look at the data side. A company worth introducing is US-based, has reached 50+ full-time employees at peak (contractors excluded), shows several years of documented operations, owns the records it would license and has an owner or executive able to sponsor the review. The company fit checker runs a preliminary, non-binding version of that check without asking for contact details.

How it applies in common situations

State rules can be stricter

The AICPA Code is the baseline, not the ceiling. Some states adopt it by reference: Kansas regulations require compliance with the AICPA provisions on commissions and referral fees, including their interpretations. Others legislate their own rules: Florida's statute on commissions and referral fees sets its own restrictions and written disclosure requirements, and the linked text is the 2017 version, so check the current statute. State societies such as the New Jersey Society of CPAs publish guidance on where their state departs from the Code. Check your board of accountancy's current rule in every state where you hold a license.

Disclosure and consent good practice

• Confirm the client's bucket in writing before raising SourceX with anyone.
• Get the client's consent before sharing its name or any information with SourceX; partners only make the introduction and give basic fit information, never records.
• For a compensated introduction, disclose in writing that the firm may receive a share of SourceX's fee, that it is not deducted from the client's proceeds, and that the client is free to decline.
• For an uncompensated introduction, put that in writing too, so nobody assumes otherwise later.
• Keep the disclosure and the ethics sign-off in the engagement file.

For a Bucket A client, the conversation can be this simple:

How the reward works where it is permitted

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company. Rewards become payable only after the buyer pays and SourceX receives its fee; an introduction, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed.

Because payment follows collection, it can arrive long after the introduction. Re-check the client's bucket when the reward becomes payable, since a client that has since become an attest client may change the answer. The paperwork itself is explained in what a referral fee agreement is, and if the firm decides not to keep the reward, compare the routes for keeping, crediting or declining a referral fee. Firms that plan to mention the program publicly should also read referral partner vs affiliate partner for the disclosure differences.

Questions for your ethics partner or state board

1. Does our firm classify a share of a third-party platform's fee as a commission or a referral fee?
2. Which of our clients, and which of their related entities, count as attest clients today?
3. Does our state require written disclosure, a client signature or specific wording?
4. What happens if a non-attest client becomes an attest client before a reward is paid?
5. Should the firm or an individual partner be the registered partner, and who receives tax documents?

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

Next step

Once your Bucket B list is cleared, register as a partner and introduce the first client whose records go back the furthest.