AICPA ET §1.520 and Retirement Referrals: What a CPA Can and Cannot Accept

Why this question comes up every tax season

Roughly 72.9 million Americans did some independent work in 2025, and 5.6 million of them earned $100,000 or more, up 19 percent year over year according to MBO Partners' 2025 State of Independence report (https://www.mbopartners.com/blog/press/2025-state-of-independence-reveals-growing-talent-strategy-for-business). A large share of those people file a Schedule C, and most of them ask their preparer some version of the same question in March: "What should I be doing about retirement?"

The CPA usually knows the answer in outline. The client should be funding a SEP IRA, a Solo 401(k), or at minimum a Roth IRA, and the deductible amount is a matter of arithmetic. What stops many firms from going further is uncertainty about what they may accept if they point the client toward a specific product or app. This article walks through the AICPA rule, the securities-law backdrop, and how the Gigaverse CPA partner program is structured to fit inside both.

The text of ET §1.520

The AICPA Code of Professional Conduct addresses this directly in the "Commissions and Referral Fees" rule, ET §1.520.001. It has two parts.

Prohibited commissions. A member in public practice may not recommend or refer a product or service to a client for a commission, or receive a commission for such a referral, when the member or the member's firm also performs for that client an audit or review of financial statements, a compilation when the member expects a third party to rely on it and the report does not disclose lack of independence, or an examination of prospective financial information. The prohibition runs for the period covered by the attest engagement and the period of the professional engagement.

Disclosure of permitted commissions. For any client not covered by the prohibition, a member who is paid a commission for recommending a product or service must disclose that fact to the client. Referral fees for recommending the services of another CPA, whether paid or received, must also be disclosed.

Two details matter in practice. First, the disclosure must be made to the person or entity to whom the recommendation is made, before or at the time of the recommendation, not after the fact. Second, many state boards of accountancy layer their own requirements on top: some require the disclosure to be in writing, some require a specific form, and a handful still prohibit commissions outright for licensees. The AICPA rule is the floor, not the ceiling.

What counts as a commission

The interpretation does not define "commission" narrowly. A flat fee for a referral, a percentage of a sale, a share of ongoing subscription revenue, and a credit against your own software bill are all compensation contingent on the client acting on your recommendation. The conservative reading, and the one most state boards apply, is that any of these triggers the disclosure requirement.

That is why the Gigaverse partner terms treat the CPA revenue share as a disclosable commission and provide a plain-English disclosure paragraph for your engagement letter. How that revenue share is calculated, and why it is calculated the way it is, is described on the how we make money page.

Why the source of the payment matters as much as the disclosure

Getting §1.520 right handles the professional-ethics side. There is a second layer, and it is the one that shapes how any legitimate fintech pays a CPA.

• •Transaction-based compensation. Section 15(a) of the Securities Exchange Act requires anyone who effects securities transactions for others to register as a broker-dealer. FINRA Rule 2040 bars member firms from paying transaction-based compensation to unregistered persons. Compensation that varies with whether a client opens a brokerage account or deposits money into it looks like transaction-based compensation. That is why a payment "per funded IRA" or "per dollar deposited" is off the table.
• •Advisory fee sharing. An investment adviser registered with the SEC cannot split its advisory fees with a person who is not registered as an adviser or an adviser representative. A percentage of assets under management paid to a CPA is a fee split.
• •Promoter rules. SEC Marketing Rule 206(4)-1 treats anyone compensated for endorsing or referring clients to an adviser as a promoter. Above $1,000 in any twelve-month period, the adviser needs a written agreement with the promoter and the client must receive a specific disclosure about the compensation and the resulting conflict.
• •State solicitor registration. Several states require a person paid to solicit advisory clients to register as an investment adviser representative.

Gigaverse is pursuing SEC RIA registration. Because of every item above, it pays partners in exactly one of two ways: a share of subscription revenue on paid app plans, or a flat per-seat licence fee for firms that buy seats for their clients. Nothing is paid per account opened, per deposit, per enrollee, or as basis points on assets. A CPA who receives money from Gigaverse receives it because a client is paying for software, not because a client bought a security or funded an account. The how we make money page states this in the same words the client sees.

A disclosure that actually satisfies the rule

A workable clause reads roughly as follows, adapted to your state's requirements:

"Our firm participates in a referral program with Gigaverse, Inc. If you subscribe to the paid version of the Gigaverse app after our referral, our firm receives a share of your subscription fee for as long as you remain a subscriber. Our firm receives nothing based on the amount you contribute, the balance in any account, or any investment you make. You are under no obligation to use Gigaverse, and this arrangement does not change our fees to you."

Deliver it before you make the recommendation, keep a signed copy, and do not use it for any client for whom your firm currently performs attest work. If your firm has a mix of attest and non-attest clients, the simplest control is a checkbox on the client record that blocks the referral workflow when an attest engagement is open.

What the referral conversation can include

A CPA who stays inside the tax lane has plenty to say without crossing into investment advice:

• •The 2026 Roth IRA limit is $7,500. The 2026 total contribution limit for a Solo 401(k) or SEP is $72,000, or $80,000 for someone 50 or older, with a $24,500 employee deferral component inside the Solo 401(k). For a SEP, the practical ceiling is about 20 percent of net self-employment earnings after the deduction for half of self-employment tax.
• •Whether the client's current-year marginal rate makes a deductible contribution or a Roth contribution more valuable.
• •Deadlines: a SEP can be funded up to the extended return due date, while Solo 401(k) elective deferrals need a written election by December 31.
• •Beginning January 1, 2027, lower-income clients may qualify for the federal Saver's Match, which the Treasury pays directly into a non-Roth IRA even when the qualifying contribution went into a Roth. The MAGI phase-outs and the Roth-payment mechanics are summarized on the Saver's Match Roth rule page.

What the CPA should not do, unless separately licensed, is select investments or tell the client which funds to hold. Gigaverse handles that boundary the same way: the app provides contribution math, tracking, and a CPA hand-off, and the securities side runs through a FINRA/SIPC-member broker-dealer with the client giving each instruction.

Practical workflow for a firm

• •Add the disclosure clause to your standard 1099-client engagement letter and to a standalone form for existing clients.
• •Tag attest clients so the referral link never appears on their deliverables.
• •Run the client's numbers with the free Gigaverse tools during the return review so the conversation is concrete.
• •Give the client the referral link and let them subscribe or not. Your revenue share depends only on whether they pay for the app.
• •Keep a log of disclosures delivered, dated, for your peer review file.

Where Gigaverse fits

Gigaverse is a subscription retirement app for 1099 workers. Today it offers a Roth IRA through a FINRA/SIPC-member broker-dealer; it opens Solo 401(k) and SEP IRA plans through its custodian partner, with applications open now, and provides the contribution math, tracking, and a year-end CPA hand-off alongside them and in the meantime provides the contribution math, year-round tracking, and a clean CPA hand-off for those plans. It is pursuing SEC RIA registration and does not guarantee returns. Partners are paid a share of subscription revenue or a flat per-seat licence, never per account, per deposit, or on assets, and every CPA partner receives a §1.520-ready disclosure template. Details are on the CPA partner page.