more-arw search

Q&A Forum

Consulting Disclaimer

I was recently engaged to review and give the Board of Directors my opinion about a client's internal control environment related to accounting for client funds. As a CPA, I want to be sure that the report is clear that it is my opinion as a consultant, not an auditor. Does anyone have a resource for or a disclaimer that I can use to indicate that I am not intending to issue an audit opinion?


Topic Expert
Wayne Spivak
Title: President & CFO
LinkedIn Profile
(President & CFO, |

Talk to your attorney. There are more clauses needed in your engagement letter than just this one line.

Topic Expert
Keith Perry
Title: Director of Global Accounting
Company: Agrinos, Inc.
(Director of Global Accounting, Agrinos, Inc.) |


Wayne makes a subtle point here; there are at least two levels of protection that you'll need:
-In the opinion letter (your work product), there are a series of disclaimers that will specify the limitations of permissable use of your work. Additionally, you'll indicate limitations on scope, and that whatever is outside of that might be material but you didn't address it.
-In the engagement letter (the contract) you'll want protections, at a minimum a no-warranty clause, and avoidance of *any* indemnification of them (at best, they'll indemnify you if you get sued because of what they do).

And, yes, this is generally an Attorney question. It is worth a few bucks to have it honed to your situation (job specifics, client specifics, state, etc)


(Independent Consultant) |

Also check with your state board of accountancy. You may find that your state has specific rules. This can save you money as well as all an attorney is going to do is check with your state board as to your attest rules, disclosures, and limitations (as a CPA myself, I have found it is less a legal issue than an ethics rules question).

Len Green
Title: Performance Improvement Consultant and E..
Company: Haygarth Consulting LLC
LinkedIn Profile
(Performance Improvement Consultant and ERP Strategist, Haygarth Consulting LLC) |

As a management consultant, I don't give "opinions" such as a CPA would on financial statements. I provide "findings and recommendations" based on the scope of work I agree to perform (and my SOW includes assumptions, constraints and exclusions as relevant to the engagement).

As your client to document their need for the engagement so you can interpret it.

(Independent Consultant) |

Agree to all the comments. The point I was trying to make, is under certain circumstances, a CPA is not able to take off their CPA hat. It's similar to if a doctor tells you, "Well, I'm going to tell you this, but this isn't considered medical advice." Fully disclosed by the doctor, but wouldn't hold up in a court of law. A little bit of a reaching analogy, but my point is the rules are fairly complex for CPAs in terms of engagements they enter into.


Get Free Membership

By signing up, you will receive emails from Proformative regarding Proformative programs, events, community news and activity. You can withdraw your consent at any time. Contact Us.

Business Exchange

Browse the Business Exchange to find information, resources and peer reviews to help you select the right solution for your business.

Learn more

Contribute to Community

If you’re interested in learning more about contributing to your Proformative community, we have many ways for you to get involved. Please email to learn more about becoming a speaker or contributing to the blogs/Q&A Forum.