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A certified public accountant refers to a person who has obtained a certificate of certified public accountant and practices in an accounting firm. The English full name is certified public accountant, or CPA for short. Certified public accountant refers to a professional engaged in social audit/intermediary audit/independent audit. Certified Public Accountant (CPA) is the only officially recognized CPA qualification in China, and it is also the only professional qualification with signature right.

The Ministry of Finance established the Certified Public Accountant Examination Committee * * * hereinafter referred to as the Examination Committee of the Ministry of Finance * * * to organize and lead the unified national examination for certified public accountants. The Examination Committee of the Ministry of Finance established the Office of the Examination Committee for Certified Public Accountants * * * hereinafter referred to as the Examination Office of the Ministry of Finance * * * to organize and implement the unified national examination for certified public accountants. The examination office of the Ministry of Finance is located in China Institute of Certified Public Accountants.

In recent years, the number of capital verification lawsuits has been increasing. In order to avoid the risks brought by capital verification, some firms do as little or no capital verification business as possible, but this will lead to the problem that certified public accountants can not meet the needs of capital verification business. Therefore, we believe that evading the capital verification business is not the best way to solve the problem. The key to the problem is how to improve the quality of capital verification and avoid the risk of capital verification reasonably.

I. Analysis of monetary contribution

1 Item: Natural persons A, B, C and D * * * jointly contribute to establish a limited liability company. According to the contract, Party A, Party B, Party C and Party D respectively contributed RMB 25,000, accounting for 25% of the registered capital. The certified public accountant has carried out the necessary verification procedures, that is, writing to the bank to check whether the correspondence, bank statement and receipt are consistent, whether the receipt is true or false and whether the elements are complete, and verifying that the investment in receipt is 654.38 million yuan.

Analysis: The certified public accountant's verification of this matter conforms to the requirements of the Statement of Independent Auditing Practices No.65438-Capital Verification and its guidelines, but in order to avoid the power and responsibility disputes caused by: * * 1 * *. The declaration obtained by certified public accountants shows the sum of each investor's capital contribution, and cannot reflect the actual capital contribution of each investor. If Party C and other investors have no funds, they privately agree that other investors will contribute, which cannot be known from the evidence obtained by certified public accountants, and they will not tell the certified public accountants the truth if the investors who intend to set up the company have good relations. However, once there is a contradiction between investors, and the rights and responsibilities of both parties cannot be reconciled privately, and judicial intervention is needed, investors can sue certified public accountants for issuing false capital verification reports on behalf of investors, because the actual situation is that Party C has not contributed capital; * * * 2 * * The investor contributes capital by borrowing, and immediately withdraws capital to pay off debts after obtaining the capital verification report and business license. Certified public accountants should also pay attention to and obtain the following evidence: **l*** information that proves the economic situation of each natural person; ***2*** "List of Investors' Capital Contribution in Currency" signed and sealed by all investors and audited units. If the investor's financial situation cannot guarantee his monetary contribution, the certified public accountant shall prudently issue a capital verification report; Where the capital contribution is made on behalf of the investor, the certified public accountant shall also obtain the Entrusted Capital Contribution Agreement signed between the investor and the investor, and pay attention to the rights and obligations of the investor and the investor, especially the provisions on the repayment terms of the capital contribution on behalf of the investor.

Item 2: As soon as the CPA entered the audited company S, the company S provided the CPA with complete capital verification evidence and related materials, including bank statements, bank statements, confirmation letters to banks, etc.

Analysis: In the practice of capital verification, it is a blessing for certified public accountants that the audited entity can provide relatively complete capital verification information. However, capital verification should be a process in which certified public accountants take the initiative to obtain evidence. "Active evidence collection" is not what the audited entity provides, but what the certified public accountant verifies. On the contrary, certified public accountants design appropriate audit procedures according to the needs of verification objectives, and obtain strong evidence in effectively controlling the implementation of verification procedures. Therefore, when verifying monetary funds, certified public accountants should not only carefully verify the authenticity of the incoming bill and bank statement provided by the audited entity, but also personally send, collect, analyze and confirm the investment reply to the bank. The confirmation letter cannot be handled by the audited entity at the same time, so as to avoid collusion between the audited entity and the bank and provide false evidence.

Second, the analysis of non-monetary assets investment related matters

Matters: Party A will invest the newly-built houses and buildings in Company A, and provide the final accounts of house property rights, payment vouchers and land lease agreement for house occupation. The lease of this land is 20 years.

Analysis: Although the house was built by Party A, because it is built on leased land, it is impossible to obtain land certificate, and its ownership is prone to economic disputes, so the certified public accountant cannot confirm that Party A has contributed in kind.

Item 3: Party A put a batch of inventory recovered from debt repayment into the audited company A, and was unable to provide inventory invoices, but only provided an inventory evaluation report made by a qualified evaluation agency.

Analysis: Because of the great variability of inventory value, existence and ownership, the verification of inventory investment is very basic. The original contract and articles of association of the audited entity did not stipulate that inventory should be used as capital contribution. The audited entity is only prepared to modify the contract and articles of association in order to fully contribute. At this time, in the absence of an invoice indicating the ownership of the inventory, it is best for certified public accountants not to confirm this inventory investment. However, if the articles of association of the contract clearly stipulate that the investment shall be made in the form of inventory, indicating that the inventory is necessary for production and operation, the certified public accountant shall pay close attention to and obtain the following evidence to verify the investment of inventory: * *1* * List of physical investment. A certified public accountant shall, in accordance with the provisions of the agreement, contract and articles of association, check the inventory name, specification, quantity, pricing, investment date and other contents listed in the physical investment list, observe and supervise the quantity and quality of the inventory on the spot, and record the check on the investment list; ***2*** evaluation report; * * * 3 * * Confirmation letter of the investor and the audited entity on the inventory evaluation. If it is a state-owned asset, it is the confirmation document of the state-owned assets department. Certified public accountants should pay attention to whether the inventory value confirmed by all investors is based on the evaluation report. If there is a big gap with the evaluation results, the certified public accountant should suggest that the audited entity reconsider the confirmation of inventory; * * * 4 * * Property handover list; * * * 5 * * Copy of inventory invoice. If the invoice is received for debt repayment, since the buyer is not an investor, it is necessary to check the debt restructuring agreement and related documents to obtain the ownership certificate of the investor's inventory.

Item 4: Certified Public Accountant undertakes the capital verification business for the establishment of Company A, and understands that the accounting amount of machinery, equipment and monetary funds invested by Party A in Company A exceeds 50% of the net assets of Company A; Party B invested1000000 yuan in houses, buildings and patented technologies in Company A, and the company's statements in recent years have confirmed that its net assets are all negative.

Analysis: The problem in this matter is that the investor has violated the provisions of the Company Law on foreign investment. Under the circumstances that the investor has suffered long-term losses and is insolvent, can the certified public accountant accept the entrusted enterprise to verify the capital? Although Article 12 of the Company Law stipulates that "if a company invests in other limited liability companies or joint stock limited companies, the accumulated investment amount shall not exceed 50% of its net assets, except for investment companies and holding companies specified by the State Council. After the investment is completed, the capital increased by the invested company through profits shall not be counted. " However, there are no relevant laws and regulations that clearly stipulate that the company cannot accept the investor's capital contribution in the case of long-term losses, insolvency or the investor's capital contribution exceeding 50% of its net assets. Therefore, as long as the certified public accountant obtains the approval documents of the establishment or change of the relevant management departments of the audited entity, as well as their contracts, articles of association and relevant agreements, he can accept the entrustment of capital verification in this case. However, it should be noted that this kind of capital verification is risky, and there are risks such as false capital contribution by the investor, withdrawal of capital contribution after capital contribution, and evasion of debts by the investor. Therefore, certified public accountants should pay close attention to the financial situation of investors and fully disclose the long-term losses and debts of investors after the comments in the capital verification report.

Three. Analysis of net assets contribution

Item 5: On July 3, 2000, state-owned enterprise A converted its net assets of10.2 million yuan into shares to establish a joint stock limited company. During this period, its production and operation have never stopped. On February 3, 20001year, Agong D entrusted a certified public accountant to verify the capital of this change. By the end of 200 1 year, the net assets of Company A were RMB 10,000. Company A provided the certified public accountants with the audit report and evaluation report on the restructuring as of July 3, 2000, and the accounting statements and related account books of Company A as of July 3, 2006.

Analysis: The problem of this matter is that the interval between the base date of capital verification determined according to the reform audit report and evaluation report and the working day of capital verification is too long, and the business activities during this period are constantly changing, which increases the risk of capital verification. According to the understanding of the relevant situation, a certified public accountant may refuse to accept the business entrustment if he believes that he cannot bear the risk of capital verification; If the certified public accountant thinks that he can control and bear the capital verification risk, in addition to the general capital verification procedures, he should also consider the necessary audit of the financial situation of Company A from July 3 to June 3, 2000, pay attention to the details of the changes in net assets during the period, and form the corresponding capital verification working papers. At the same time, an explanation paragraph is added after the opinion paragraph of the capital verification report to fully disclose the changes in net assets. It is worth noting that the interval between the benchmark date of capital verification and the verification date of certified public accountants should not be too long.

Item 6: When examining the net assets of 60 million yuan invested by Party A in Company A, the certified public accountant found that the net assets of 60 million yuan belong to the total value partially converted and confirmed by investors on the basis of the overall evaluation price of 654.38+065.438+07.2 million yuan in Company A, and are not quantified or listed in the corresponding assets.

Analysis: The problem of this matter is that when the net assets are partially converted into shares and the shareholders confirm that the investment value of net assets is inconsistent with the evaluation value, it will easily lead to the risk of false capital contribution caused by unclear division between net assets investment and undistributed net assets. Certified public accountants should pay attention to the division of net assets and net assets converted into shares after the overall asset evaluation, and investors should confirm the value of converted net assets, and obtain the handover list and value confirmation of assets and liabilities related to converted net assets confirmed by investors.