Does helping a client license data affect CPA independence?

The short answer: helping and deciding sit on different sides of the line

For an attest client, the line that matters is between helping management and acting as management. The AICPA Code of Professional Conduct treats a management responsibility taken on for an attest client as a threat no safeguard can reduce, so a firm that decides whether the client licenses its data, commits the client to terms or signs for it would impair independence. Pointing the owner to a provider and leaving every decision with management is a different activity, but the facts of each engagement decide where it falls.

That leaves two questions: is anything your firm does around the license a nonattest service that must meet the Code's conditions, and would a reward for the introduction be a commission the Code restricts for attest clients? The answers turn on the attest relationship, the period it covers, your state's rules and, for public-company audits, SEC rules.

What the AICPA rules actually say

The relevant provisions all sit in the AICPA Code of Professional Conduct; the AICPA's online Code is the authoritative current version, so check it before relying on any paraphrase. Read these sections in this order:

• Independence Rule (1.200.001): a member in public practice must be independent when performing professional services for which standards require independence, such as audits and reviews.
• Nonattest services (1.295), management responsibilities: if a member assumes a management responsibility for an attest client, the management participation threat cannot be reduced to an acceptable level and independence is impaired. The Code's examples include setting policy or strategic direction, directing the client's employees, authorizing, executing or consummating transactions on the client's behalf, having custody of client assets and deciding which recommendations to implement.
• Nonattest services (1.295), general requirements: before performing a permitted nonattest service, the attest client must agree to assume all management responsibilities, designate an individual with suitable skill, knowledge or experience to oversee the service, evaluate its adequacy and results, and accept responsibility for them. The understanding with the client is documented in writing.
• Commissions and referral fees (1.520): a member in public practice may not, for a commission, recommend a product or service to a client when the firm also performs an audit or review, certain compilations, or an examination of prospective financial information for that client. The prohibition runs for the engagement period and the period covered by the historical financial statements involved. Permitted commissions and referral fees must be disclosed to the client.
• Contingent fees (1.510): fees that depend on a specific result are restricted for the same group of attest clients.

Two other regimes can sit on top. Where a firm audits an SEC registrant, SEC auditor-independence rules apply as a separate framework from the AICPA Code; SEC staff's 2004 letter to the AICPA ethics committee on contingent fees illustrates that the two are not the same. And state boards of accountancy can be stricter than the AICPA; the New Jersey Society of CPAs' guide to commissions and contingent fees shows one state picture that differs from the national Code.

How the rules apply in common situations

Most firms meet this question in one of a few shapes. The right-hand column is an outcome to confirm with your ethics partner, not a conclusion.

A quick sort before you escalate

These lists do not replace the rule text, but they frame the question for your ethics partner.

Activities that leave decisions with management:

• Telling the owner that data licensing exists and sharing SourceX's public pages
• Making an introduction by email with the owner's permission
• Suggesting the owner try the company fit checker, a preliminary, non-binding screen
• Answering process questions at a meeting the owner runs

Activities that look like management responsibilities:

• Deciding whether the company licenses its data, or which records go in scope
• Negotiating with authority to commit the client, or signing the license
• Approving the release of records, or holding the exported data
• Directing the client's staff to run exports or redact records

If a staff member serves the client as an outsourced CFO, the related question of signing authority is covered in whether a fractional CFO can sign a data license. For audit clients preparing for a sale, how a one-time license payment is treated in adjusted EBITDA and quality of earnings is a separate conversation for the deal team.

Disclosure and consent good practice

Where a reward is allowed, the client should hear about it from you first and in writing. A short disclosure covers four points:

1. Your firm is a registered SourceX partner, and the reward is a share of SourceX's fee that becomes payable only after the buyer pays and SourceX receives that fee.
2. The reward is never deducted from what the company receives, and the company makes every decision, including whether to proceed at all.
3. The owner can apply directly at sourcex.si/apply without your referral link.
4. The engagements your firm performs for the client, so the independence review covers all of them.

Record the disclosure and the client's acknowledgment in the engagement file, and run the client name against your attest client list before anyone registers the introduction. For reference, 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; the program terms set the details, and no reward is guaranteed.

Questions to take to your ethics partner or state board

1. Is this client an attest client today, or was it during any period covered by statements we reported on?
2. Would the introduction, or any follow-on help with a data inventory, be a nonattest service, and are the 1.295 conditions met?
3. Is a partner reward a commission under 1.520 for this client, and if permitted, what written disclosure does our state require?
4. Does our state board take a stricter position than the AICPA Code on commissions or contingent fees?
5. Is the client part of an SEC registrant group, bringing SEC independence rules into play?
6. Who in the firm signs off, and where is the decision documented?

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

Next step

Run the attest-client check first. If the client is clear, register as a partner and make the introduction; if it is an attest client and a reward is not permitted, the owner can still apply directly at sourcex.si/apply. The page on referral opportunities for accountants describes which clients tend to fit.