PROVISIONS OF THE MINISTRY OF JUSTICE ON THE EXECUTION OF THE REGULATIONS ON THE ADMINISTRATION OF FOREIGN LAW FIRMS’ REPRESENTATIVE OFFICES IN CHINA
The Ministry of Justice of the People’s Republic of China Order of the Ministry of Justice of the People’s Republic of China No.73 The Provisions of the Ministry of Justice on the Execution of the Regulations on the Administration of Foreign Law Firms’ Representative Minister of the Ministry of Justice Zhang Fusen July 4, 2002 Provisions of the Ministry of Justice on the Execution of the Regulations on the Administration of Foreign Law Firms’ Representative Chapter I General Provisions Article 1 These Provisions have been enacted for the Regulations on the Administration of Foreign Law Firms’ Representative Offices in China Article 2 The foreign law firms as used in these Provisions shall refer to the lawyer practicing agencies that are legally established within (1) Legal service departments of foreign governments, commercial organizations and other agencies; (2) Practicing associations of two or more foreign practicing lawyers or law firms that share neither the profits nor the risks. Article 3 The foreign practicing lawyers as used in these Provisions shall refer to the persons that have legally acquired the practice qualification Chapter II Establishment and Registration of Representative Offices Article 4 “Being in need of establishing a representative office in China to carry out legal services” prescribed in Subparagraph 3 of Article (1) The social and economic development status of the place of domicile of the representative office to be established; (2) The need of the legal service development of the place of domicile of the representative office to be established; (3) The applicant’s scale, time of establishment, major business areas and professional specialties, analysis of the business prospect (4) Restrictive provisions of Chinese laws and regulations on conducting certain legal service activities or affairs. Article 5 “Application letter signed by the main responsible person of the foreign law firm on establishing the representative office and sending (1) Chinese name and foreign name of the representative office to be established, and the name of the city where the representative office (2) Basic information of the applicant: including the time of starting business, number of the lawyers, number of the partners, business (3) The applicant’s organizational form and form for the bearing of legal liabilities; (4) Sum and scope of the practice risk insurance purchased by the applicant; (5) Feasibility study and development plan of the business prospect of the representative office to be established, and the major business (6) Promises of the representative office to be established and the representatives to be sent on bearing all the civil liabilities for (7) Promises on the authenticity, completeness and accuracy of the information provided, and the consistency between the Chinese translation (8) Promises on abiding by Chinese laws, regulations and rules after the application is approved; (9) Promises on purchasing the practice risk insurance meeting the requirements for the representative office and the representatives Article 6 For one that does have difficulties in submitting the “partnership agreement or articles of association of this foreign law firm” Article 7 The documents submitted pursuant to Paragraph 3 of Article 8 of the Regulations shall enclose the Chinese translation, and shall Article 8 A foreign law firm to establish a representative office may not use a name prohibited or restricted by Chinese laws, regulations and Article 9 One applying for establishing a representative office shall have a chief representative to be sent and several representatives to Article 10 The following conditions shall be met if one applies for adding representative offices: (1) The representative office recently established in China has practiced for 3 successive years; (2) The representative offices already established and the representatives thereof has abided by Chinese laws, regulations and rules, The successive practicing time prescribed in Subparagraph 1 of the preceding paragraph shall be calculated from the day on which the Article 11 One applying for adding a representative office shall submit the following materials besides the materials prescribed in Article 8 (1) Basic information of the representative offices already established; (2) Copies of the Practice Licenses of Foreign Law Firm’s Representative Office in China (counterpart) of the representative offices already (3) Certifications, which meet the provisions of Subparagraphs 1 and 2 of Paragraph 1 of Article 10 of these Provisions, issued by the The above materials shall enclose Chinese translations, and shall be separately bound into three pieces in the form of original and Article 12 The Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government shall, (1) If the application materials are complete, the Department (Bureau) of Justice shall deal with them according to Article 9 of the (2) If the application materials are incomplete, the Department (Bureau) of Justice shall notify the applicant to supplement the materials Article 13 The Ministry of Justice shall, after receiving the application materials of the applicants and the examination opinions reported by Article 14 The applicant shall, within 30 days from the day of obtaining the practice license, and taking the counterpart of the license, go Article 15 The applicant shall, within 30 days after finishing the procedures prescribed in Article 14 of these Provisions, make the registration Copies of the following materials shall be submitted for the handling of the procedures for registration of start of business: (1) Practice license of the foreign law firm’s representative office in China (counterpart); (2) Practice certificates of the representatives of the foreign law firm’s representative office; (3) Notarized office place certifications, including the post_title certification, and the agreement on house lease (the term shall be 1 year For those failing to make the registration of start of business within the period prescribed in Paragraph 1 of this Article, the practice Article 16 A representative office may not carry out legal services if it has not made the registration of start of business. Article 17 To make the registration of annual inspection, a representative office shall, apart from the materials prescribed in Article 22 of (1) Certifications proving that the representatives of the office have not been given any criminal punishment or any other punishment (2) Copies of the effective practice liability risk insurance of the representative office and the representatives thereof. Article 18 If a representative office and the representatives thereof have passed the annual inspection, the Department (Bureau) of Justice of Chapter III Alteration and Writing-off of Representative Offices Article 19 If a foreign law firm that has established the representative office is under any of the situations, the representative office shall (1) The name, domicile of the headquarters or main responsible person of the law firm is altered; (2) The law firm is merged or split. Article 20 If a representative office is to alter its Chinese or English name, the foreign law firm that established it shall submit the application The representative office shall, taking the notice of approval of the Ministry of Justice, go through the relevant procedures for Article 21 If a foreign law firm applies for writing off its representative office, it shall submit the application letter signed by its main The Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government shall, Article 22 The representative office shall, from the day of receiving the notice of approval for the writing-off from the Ministry of Justice, As for the representative office that has been written off, its practice license and the counterpart thereof, and the practice certificates Article 23 After a representative office has been written off, the creditors shall have the right to recover the unliquidated creditor’s rights Article 24 If a representative office is involved in either of the situations prescribed in Subparagraphs 1 or 3 of Paragraph 1 of Article 14 Article 25 If a representative office needs to suspend the business because of special causes, the law firm it belongs to shall submit the application The suspension of business of the representative office may not exceed 1 year. Those suspending the business for more than 1 year Article 26 To apply for moving a representative office to another city, a foreign law firm shall file the application with the Department (Bureau) The representative office shall, taking the notice of approval, go through the relevant procedures for writing-off and registration Chapter IV Sending and Changing of Representatives Article 27 A representative office shall comply with the provisions of Subparagraph 2 of Article 7 of the Regulations when it sends or changes A member of the lawyers’ association of the country where he acquired his practice qualification shall refer to the member of a legal Practicing time abroad shall refer to the time that the lawyer, after obtaining the lawyer practice license in the country where he A person holding the same post shall refer to a practicing lawyer who enjoys the same rights and assumes the same obligations as those Article 28 A foreign law firm shall submit the following materials if it wishes to send or change the chief representative or to send representatives: (1) Application letter signed by the main responsible person of that foreign law firm, which shall include the following contents: 1. Basic information about the chief representative to be sent or changed or the representatives to be sent; 2. Posts to assume and the terms; 3. Promises in line with Subparagraph 2) of Article 7 of the Regulations; 4. Promises on the authenticity, completeness and accuracy of the information and materials provided, and the consistency between the 5. Promises on abiding by the laws, regulations and rules of China after obtaining the approval; 6. Promises on continually purchasing the practice risk insurance meeting the requirements for those personnel after obtaining the approval. (2) Materials provided for in Subparagraphs 4 to 7 of Article 8 of the Regulations; (3) Copies of the practice risk insurance documents of the representatives to be; (4) Identity certifications of the representatives to be. The materials prescribed in Subparagraphs 2 and 3 of the preceding paragraph shall be notarized and certified. The foregoing application materials shall enclose Chinese translations, and shall be separately bound into 3 pieces in the form of Article 29 The Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government (1) If the application materials are complete, the Department (Bureau) of Justice shall deal with them according to Article 9 of the (2) If the application materials are incomplete, the Department (Bureau) of Justice shall, within 15 days from receiving the application Article 30 After receiving the application materials of foreign law firms and the examination opinions submitted by the Departments (Bureaus) The representative office shall, taking the notice of approval, draw the practice certificates of the representatives of foreign law Article 31 If the Ministry of Justice cancels the practice certificate of a representative in any of the situations prescribed in Article 13 Chapter V Practice Rules Article 32 The following acts shall be regarded as “affairs on Chinese law” prescribed in Article 15 of the Regulations: (1) Participating in litigation activities within China as lawyers; (2) Providing opinions or certifications on the specific issues governed by Chinese laws in contracts, agreements, articles of association (3) Providing opinions and certifications on the acts or events governed by Chinese laws; (4) Presenting agent opinions or comments on the application of Chinese laws and the facts involving Chinese laws as agents in arbitration (5) Handling, on the trustor’s behalf, the procedures for registration, alteration, application or putting on record, and other procedures Article 33 When providing the information related to the influence of Chinese legal environment according to Subparagraph 5 of Paragraph 1 of Article 34 In accordance with Article 11 of the Regulations, representative offices shall open RMB accounts and foreign exchange accounts in Representative offices shall, according to the laws and regulations of China on taxation, make the registration of taxation, perform Article 35 If a representative office employs assistant personnel with Chinese nationality, it shall handle the employment relationship with Article 36 If a representative office employs assistant personnel with foreign nationalities, it shall, according to the relevant provisions Article 37 The representative offices shall observe the following rules when making publicity: (1) Those informing the clients that they may engage in the business within China shall, at the same time, inform the clients that they (2) Those declaring to the clients that they are qualified as Chinese lawyers or used to be Chinese practicing lawyers shall, at the same (3) Those making publicity through letters or business cards shall include the statements prescribed in Subparagraphs 1 and 2 in their Article 38 The representatives and assistant personnel of the representative offices may not provide Chinese legal services to the clients in Article 39 A representative offices and the law firm it belongs to may not conduct the following acts: (1) Directly or indirectly investing in Chinese law firms; (2) Making practicing associations with Chinese law firms or Chinese lawyers that share the profits or risks; (3) Establishing joint offices or sending personnel to Chinese law firms to engage in legal service activities; (4) Managing, operating, controlling or enjoying the equity rights and interests of Chinese law firms. Article 40 Any of the following situations shall be deemed as employing Chinese practicing lawyers: (1) Reaching employment or labor agreements with Chinese practicing lawyers; (2) Having actual employment or labor relationship with Chinese practicing lawyers; (3) Reaching agreements with Chinese practicing lawyers on sharing the profits or risks, or participating in the management; (4) Paying remuneration, expenses or business dividends to individual Chinese practicing lawyers; (5) Employing Chinese practicing lawyers to carry out business activities in the name of the law firm the representative office belongs Article 41 A representative office shall make clarifications and explanations for its acts that have been complained. Chapter VI Supplementary Provisions Article 42 A representative office shall hang the Practice License of Foreign Law Firm’s Representative Office in China at the eye-catching position A representative office shall set up a sign in its office place, on which the complete Chinese name and English name of it shall be Article 43 The Practice License of Foreign Law Firm’s Representative Office in China shall be printed and issued by the Ministry of Justice. The Practice Certificate of Representative of Foreign Law Firm’s Representative Office and the Employee Certificate of Foreign Law Article 44 Only the license-issuing units may, according to legal procedures, withhold or revoke the Practice License of Foreign Law Firm’s Representative Article 45 No one may forge, alter, lease, lend, transfer or sell the practice license of a representative office and the counterpart thereof, Whoever violates the preceding paragraph shall be investigated for the corresponding legal liabilities. Article 46 A representative office which has lost its practice license or a representative who has lost his practice certificate must announce Article 47 These Provisions shall enter into force as of September 1, 2002. |
The Ministry of Justice of the People’s Republic of China
2002-07-04