Can you get an outside auditor's working papers for a city audit through a Florida public records request?

Plain-English summary

The chairman of a Fraternal Order of Police labor committee asked the Attorney General's office for help getting the auditor's working papers that the accounting firm Ernst & Young produced for the City of Orlando's 2007-2008 Comprehensive Annual Financial Report. He wanted to inspect the underlying papers, not just the final product.

Senior Assistant Attorney General Gerry Hammond answered informally. The key statute is section 473.318, part of Chapter 473's regulation of public accountancy. It provides that the statements, records, schedules, working papers, and memoranda a CPA makes in the course of professional services stay the property of the accountant, except for the reports the accountant gives the client and except for records that are part of the client's own records, unless there is an agreement saying otherwise. So a CPA's working papers are private property, not automatically the client's. Here, the City of Orlando said Ernst & Young had given it only the completed management letter, and the requester already had a copy of that letter. That meant the working papers themselves were the firm's private property and were never public records in the city's custody. Because they were not public records held by the city, they were not subject to inspection and copying under Florida's Public Records Law, and the city's records custodian had no obligation under section 119.07(1)(e) to cite statutory exemptions for records it did not hold as public records.

Currency note

This opinion was issued in 2009. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

Q: Can the public get an outside auditor's working papers for a government audit?
A: The opinion concluded that under section 473.318, a CPA firm's working papers remain the firm's private property, except for reports given to the client or records that are part of the client's own records. So working papers the firm keeps are generally not obtainable as public records from the audited entity.

Q: What did the City of Orlando actually receive from the auditor?
A: According to the opinion, the city stated that Ernst & Young provided only the completed management letter, which the requester had already received. The detailed working papers stayed with the firm.

Q: Does the city have to cite an exemption for records it does not hold?
A: No. The opinion explained that section 119.07(1)(e)'s requirement to state a statutory exemption applies to public records in the custodian's custody. Since the working papers were not public records held by the city, the custodian had no such obligation.

Q: Could an agreement change who owns the working papers?
A: Yes. Section 473.318 makes the working papers the accountant's property "in the absence of an express agreement between the licensee and the client to the contrary," so a client could contract for different treatment.

Background and statutory framework

Chapter 473 regulates the practice of public accountancy in Florida, creating the Board of Accountancy and providing for CPA licensure under sections 473.303 and 473.308. Section 473.318 governs ownership of the materials an accountant generates while serving a client. It declares that working papers and similar materials remain the licensee's property, carving out only the reports submitted to the client and records that are part of the client's records, and it allows a contrary agreement.

The public records consequence follows from that ownership rule. Florida's Public Records Law reaches records made or received in connection with official business and in an agency's custody. Working papers that never leave the accounting firm and belong to the firm are not public records held by the government client, so the inspection-and-copying duty, and the related duty in section 119.07(1)(e) to cite exemptions, do not attach to them.

Citations and references

Statutes:

• Section 473.318, Florida Statutes (ownership of accountant working papers)
• Section 473.303, Florida Statutes (Board of Accountancy)
• Section 473.308, Florida Statutes (licensure of CPAs)
• Section 119.07(1)(e), Florida Statutes (custodian must cite exemption basis)
• Chapter 473, Florida Statutes (regulation of public accountancy)

Source

• Landing page: https://www.myfloridalegal.com/ag-opinions/records-working-papers-of-cpas-not-provided-to-agency
• Original PDF: https://www.myfloridalegal.com/print/pdf/node/1753

Original opinion text

Mr. Samuel C. Hoffman, Chairman

Fraternal Order of Police Labor

Committee, Lodge #25

214 East Lucerne Circle, Suite B

Orlando, Florida 32801

Dear Mr. Hoffman:

This office is in receipt of your letter of June 18, 2009, requesting our assistance in accessing the auditor's work papers produced by the accounting firm of Ernst & Young concerning the 2007 - 2008 Comprehensive Annual Financial Report of the City of Orlando. Attorney General McCollum has asked me to respond to your letter.

Chapter 473, Florida Statutes, regulates the practice of public accountancy in the state. This chapter creates the Board of Accountancy and provides for the licensure of Florida certified public accountants. See ss. 473.303 and 473.308, Florida Statutes. With regard to the ownership of working papers produced by an accountant in the course of providing professional services, section 473.318, Florida Statutes, states that:

"All statements, records, schedules, working papers, and memoranda made by a licensee or her or his employee incident to, or in the course of, professional services to a client, except the reports submitted by the licensee to the client and except for records which are part of the client's records, shall be and remain the property of the licensee in the absence of an express agreement between the licensee and the client to the contrary."

Thus, the Legislature has determined that working papers of Florida certified public accountants are private property except for those reports provided to a client or those records that are a part of the client's own records.

The City of Orlando, the client in this instance, has stated that "Ernst & Young provided us only with the completed management letter" and it is my understanding that you have received a copy of this letter. The working papers produced by Ernst & Young concerning the 2007 - 2008 Comprehensive Annual Financial Report of the City of Orlando appear to be the private property of the accounting firm and would not be subject to inspection and copying under Florida's Public Records Law. Likewise, these records would not be subject to the requirement in section 119.07(1)(e), Florida Statutes, that:

"If the person who has custody of a public record contends that all or part of the record is exempt from inspection and copying, he or she shall state the basis of the exemption that he or she contends is applicable to the record, including the statutory citation to an exemption created or afforded by statute."

Because these records are not public records and are not in the custody of the city, the records custodian for the city is under no statutory obligation to provide citations to exemptions from inspection and copying for public records.

I trust that these informal comments will be helpful to you in advising your client. Thank you for providing us with this opportunity to work with you on resolving your questions.

Sincerely,

Gerry Hammond

Senior Assistant Attorney General

GH/tsh