Laws of the People's Republic of China

The Ministry of Justice, the State Administration for Industry and Commerce

Interim Provisions of the Ministry of Justice,the State Administration for Industry and Commerce on the Establishment of Offices within the Territory of China by Foreign Law Firms

the Ministry of Justice, the State Administration for Industry and Commerce

May 26, 1992

Chapter I General Provisions

Article 1

These Provisions are formulated for the purposes of promoting the foreign economic and trade development and legal affairs exchange and administering the establishment of offices within the territory of China by foreign law firms.

Article 2

Upon approval of the Ministry of Justice of the People's Republic of China and with registration at the State Administration for Industry and Commerce of the People's Republic of China, foreign law firms may establish their offices within the territory of China.

Article 3

Without approval and registration, no foreign law firm may establish any office within the territory of China and carry out any business activity permitted by these Provisions. No foreign law firm may engage in a legal service activity in the name of consulting company or commercial company or any other name.

Article 4

Offices established within the territory of China by foreign law firms (hereinafter referred to as offices of foreign law firms) and their members must comply with China's laws and may not harm the State security and social public interests of China and the lawful rights and interests of Chinese citizens and legal persons.

Article 5

Business activities engaged in by the offices of foreign law firms and their members within the scope of these Provisions are protected by China's laws.

Article 6

According to the principle of mutual benefits, if a country to which the foreign law firm belongs allows Chinese law firms establish offices within its territory, foreign law firms of the said country may establish offices within the territory of China according to these Provisions.

Chapter II Establishment and Termination

Article 7

A foreign law firm which desires to establish an office within the territory of China shall submit its written application directly to the Ministry of Justice of the People's Republic of China or to the department (bureau) of justice in the place where the office is located for transferring to the Ministry of Justice. The Ministry of justice of the People's Republic of China examines the application, makes a decision of approval or disapproval and issues a notice to the applicant within 60 days.

Article 8

A foreign law firm applying to establish an office within the territory of China shall submit the following materials (one original and two duplicate copies) to the Ministry of Justice of the People's Republic of China:

(1)

a written application signed by the legal representative or the major partner of the said foreign law firm, which contains:

a.

the name of the firm;

b.

reasons for establishing the office;

c.

basic information about the said foreign law firm;

d.

profiles of the chief representative and other members of the office;

e.

the scope of business;

f.

term and location of the office.

(2)

the legal certificate of business (duplicate) and letter of recommendation issued by the competent organ or organization of the country to which the foreign law firm belongs;

(3)

power of attorney on the appointment of the chief representative of the office by the said law firm;

(4)

qualification certificates (duplicates) of lawyers dispatched to the office;

(5)

a letter of guarantee for complying with China's laws and accepting supervision and administration from the relevant departments of China; and

(6)

laws or documents of the country to which the said law firm belongs on allowing foreign law firms to establish offices in the said country.

The written application specified in the preceding paragraph must be written in Chinese language, and other materials must be accompanied with Chinese translations; the documents specified in sub-paragraphs (2), (3) and (4) of the preceding paragraph must be notarized by the notary organizations of the country to which the foreign law firm belongs, and certified by the embassy or consulate of the People's Republic of China in the said country.

Article 9

An applicant shall, within 60 days after receiving the notice of approval, acquire a certificate of approval at the time and place designated by the Ministry of Justice of the People's Republic of China.

The applicant shall, within 30 days from the date of issuing the certificate of approval, apply for registration to the State Administration for Industry and Commerce of the People's Republic of China, and if no application for registration is filed as scheduled, the certificate of approval becomes invalid automatically.

Article 10

The name of the office of a foreign law firm shall be called XX Law Firm XX (the city name) Office.

Article 11

The term of the office of a foreign law firm is five years, and upon approval, may be extended after the expiration of the term. The term is computed from the date of issuing the certificate of registration.

Article 12

If the office of a foreign law firm changes its name, business scope, office location or chief representative, it shall submit a written application to the organ originally approving its establishment, and after approval, apply to the original registration organ for change registration within 30 days by presenting the document of approval.

Article 13

If the term of an office of a foreign law firm expires or its business activities are terminated in advance, it shall, 60 days in advance, submit a written report to the original approval organ and registration organ, and after completing the settlement of its taxes, debts and other matters, go through cancellation registration at the original registration organ.

Article 14

Foreign law firms assume direct responsibility for taxes and debts of their offices established within the territory of China.

Chapter III Business

Article 15

Offices of foreign law firms and their members may engage in the following business activities:

(1)

to provide consultancy to their clients on laws of the countries approving the lawyers of the said law firms to practice lawyer's business and on related international treaties, international commercial laws and international practice;

(2)

to accept authorization from their clients or China s law firms to handle legal affairs in the countries which have approved the lawyers of the said law firms; and

(3)

to represent for foreign clients and to entrust China's law firms to handle legal affairs within the territory of China.

Article 16

Offices of foreign law firms and their members may not engage in the following business activities:

(1)

to act as agent on Chinese legal affairs;

(2)

to interpret China s laws to their clients; or

(3)

other business activities not allowed by China's laws for foreigners to engage in.

Article 17

Hiring of employees by offices of foreign law firms are handled with reference to the relevant provisions on the administration of employees of permanent representative organizations of foreign enterprises.

Offices of foreign law firms may not employ Chinese lawyers.

Article 18

When engaging in business activities, offices of foreign law firms may charge fees from their clients. Fees charged from business activities within the territory of China shall be settled within the territory of China. Their charging methods and standards must be reported to the approval organ and registration organ for the record.

Chapter IV Administration

Article 19

The Ministry of Justice of the People's Republic of China is the government department in charge of the administration of offices of foreign law firms, exercises unified administration, supervision and inspection of business activities of offices established in China by foreign law firms.

The Ministry of justice of the People's Republic of China authorizes the departments (bureaus) of Justice of provinces, autonomous regions and municipalities directly under the Central Government in the places where the offices of foreign law firms are located to administer, supervise and inspect business activities of offices of foreign law firms according to these Interim Provisions.

Article 20

Offices of foreign law firms and their members shall follow China's laws in carrying out their activities of entry and exit, residence, taxation, foreign exchange, financial accounting and other fields, and accept the administration and supervision from the competent organs of the Chinese government.

Article 21

Foreign law firms shall pay application fees to the approval organs when applying to establish offices within the territory of China, and shall pay registration fees to the registration organs when applying for registration.

Article 22

Offices of foreign law firms must, prior to January 30 each year, submit their reports in Chinese language on their business activities, financial revenues and expenditures, tax payment and other related information in the preceding year (in three copies) to the local departments (bureaus) of justice.

The office of a foreign law firm must, 30 days prior to the expiration of the Registration Certificate issued by the registration organ, apply to the State Administration for Industry and Commerce for a replacement of certificate.

Article 23

If an office of a foreign law firm violates these Provisions, the Ministry of Justice of the People's Republic of China or its authorized department (bureau) of justice of the province, autonomous region or municipality directly under the Central Government may give such sanctions as warning, order for suspension of business or revocation of the approval according to the seriousness of the circumstance; and the State Administration for Industry and Commerce of the People's Republic of China or its authorized local administrative organ for industry and commerce may give such sanctions as fine, confiscation of illegal gains or revocation of its registration in accordance with laws and regulations governing the administration for industry and commerce.

Chapter V Supplementary Provisions

Article 24

The establishment of permanent representatives within China by foreign law firms is governed by applying mutatis mutandis these Interim Provisions.

Article 25

The establishment of offices or permanent representatives in the Chinese mainland by law firms from Hong Kong and Macao is governed by reference to these Interim Provisions for the time being.

Article 26

The Ministry of Justice of the People's Republic of China is responsible for the interpretation of these Interim Provisions.

Article 27

These Interim Provisions shall enter into force as of the date of promulgation.