Nonattest Engagement Letter Template for the United States

A Nonattest Engagement Letter is a formal agreement that defines the scope and terms of professional services that do not involve auditing or attestation functions. You need this document when engaging accounting, consulting, or advisory services to establish clear expectations, protect both parties legally, and ensure compliance with professional standards under United States law.

When do you need this document?

You should use a Nonattest Engagement Letter whenever you're providing or receiving professional services that fall outside traditional audit work. This includes tax preparation services, management consulting, financial planning advice, bookkeeping services, or business advisory functions. The letter is particularly crucial when working with public companies due to Sarbanes-Oxley Act requirements regarding auditor independence. You'll also need this document for consulting engagements involving SEC-regulated entities, tax compliance services under Internal Revenue Code provisions, or any professional service relationship where clear scope definition prevents disputes and ensures regulatory compliance.

Key legal considerations

Your engagement letter must clearly define the scope of services to avoid scope creep and potential liability issues. Include specific limitations on the service provider's responsibilities, particularly regarding the discovery of fraud or errors. Address confidentiality requirements under the Gramm-Leach-Bliley Act if handling financial information, and ensure compliance with state privacy regulations. The document should specify client responsibilities, including timely provision of accurate information and management's acknowledgment of their duties. Include clear termination clauses, fee arrangements, and dispute resolution procedures. For public company engagements, address independence requirements and pre-approval procedures for nonattest services as mandated by the Sarbanes-Oxley Act.

Legal requirements in United States

Under United States law, your Nonattest Engagement Letter must comply with AICPA Professional Standards, particularly Statements on Standards for Consulting Services (SSCS) and the Code of Professional Conduct. State Board of Accountancy regulations govern licensing requirements and professional conduct standards that must be reflected in your engagement terms. For tax-related services, ensure compliance with Statements on Standards for Tax Services (SSTS) and relevant Internal Revenue Code provisions. When serving SEC-registered companies, adhere to independence rules and disclosure requirements under federal securities regulations. The engagement letter should also address applicable state-specific requirements regarding professional liability, record retention periods, and mandatory reporting obligations that vary by jurisdiction.