Laws of the People's Republic of China

The Ministry of Justice

Order of the Ministry of Justice of the Republic of China

No.70

The Measures for the Administration of the Representative Offices Stationed in the Mainland of China by Law Firms of the Hong Kong Special Administrative Region and the Macao Administrative Region have been approved at the executive meeting of the Ministry of Justice on Feb. 20, 2002 and are hereby promulgated, and shall come into force on April 1, 2002.

Minister of the Ministry of Justice Zhang Fuseng

March 13, 2002

Measures for the Administration of the Representative Offices Stationed in the Mainland of China by Law Firms of the Hong Kong Special Administrative Region and the Macao Special Administrative Region

Chapter I General Provisions

Article 1

In order to regulate the establishment of the representative offices stationed in the mainland of China (hereinafter referred to as the representative offices) by law firms of the Hong Kong SAR and the Macao SAR (hereinafter referred to as the law firms of Hong Kong and Macao) and the legal services they provide, these Measures have been formulated according to the provisions of the Regulations on the Administration of the Representative Offices Stationed in China by Foreign Law Firms.

Article 2

These Measures shall be applicable to the activities of law firms of Hong Kong and Macao of establishing representative offices and engaging in legal services.

Article 3

The representative offices and the representatives thereof shall be under the protection of the state laws when engaging in legal services according to the provisions of these Measures.

Article 4

The representative offices and the representatives thereof shall, when engaging in legal services, observe the laws, regulations and rules of the State, scrupulously abide by the professional ethics and practice discipline of lawyers, and may not harm the State safety and the public interests.

Article 5

The law firms of Hong Kong and Macao shall bear civil liabilities for the legal services conducted in the mainland of China by their respective representative offices and the representatives thereof.

Chapter II Establishment, Alteration and Cancellation of Representative Offices

Article 6

Law firms of Hong Kong and Macao shall obtain the approval of the judicial administrative department under the State Council (hereinafter referred to as the Ministry of Justice) to establish representative offices and send representatives in the mainland of China.

Law firms, other organizations or individuals of Hong Kong and Macao may not engage in legal services in the name of consultative companies or other titles in the mainland of China.

Article 7

Law firms of Hong Kong and Macao applying for establishing representative offices and sending representatives shall meet the following conditions:

1)

the law firm shall has already legally practiced in the Hong Kong SAR or the Macao SAR, and hasn't been punished for violation of professional ethics and practice disciplines;

2)

the representatives of the representative office shall be practicing lawyers and the members of the lawyers' association of the Hong Kong SAR or the Macao SAR, and have been practicing for not less than 2 years outside the mainland of China, and haven't been given criminal punishment or been punished for violation of professional ethics and practice disciplines; among whom, the chief representative shall has practiced outside the mainland of China for not less than 3 years, and shall be the partner or personnel of the same position of that law firm;

3)

there is the actual need to establish representative offices in the mainland of China to carry out legal services.

Article 8

Law firms of Hong Kong and Macao applying for establishing representative offices in the mainland shall submit the following documents and materials to the judicial department (bureau) of the province, autonomous region or municipality directly under the central government of the place of domicile of the representative office to be established:

1)

application form signed by the main principal of the law firm for establishing the representative office and sending representatives. The name of the representative office to be established shall be "Representative Office Stationed in *** (name of the mainland city) by *** Law Firm (the Chinese name of that law firm)";

2)

certifications of the legal establishment of that law firm in its respective special administrative region;

3)

partnership agreement or articles of association of establishment of that law firm and the list of the principals or partners;

4)

authorization letters of that law firm to its representatives of the representative office, and the affirmation letter affirming that the chief representative to-be is the partner or the personnel of the same position of that law firm;

5)

certifications of the lawyer practice qualification of the representatives of the representative office which prove that the chief representative to-be has practiced for not less than 3 years outside of the mainland of China and the other representatives to-be have practiced outside the mainland of China for not less than 2 years;

6)

certifications issued by the lawyers' association of the special administrative region where that law firm is located of the membership in the lawyers' association of the representatives to-be of that representative office;

7)

certifications issued by the body of lawyer administration of the special administrative region where that law firm is located showing no criminal punishment and punishment for violation of professional ethics and practice discipline of that law firm and its representatives to-be.

The documents and materials listed in the preceding paragraph shall have the notarization certification given by the authorized notary of Hong Kong or the notarization agency of Macao.

The documents and materials submitted by that law firm shall be in triplication and be bound into book forms separately, where the documents and materials are written in foreign languages, Chinese versions shall be attached.

Article 9

The judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall finish the examination in 3 months from the day of receiving the application documents and materials, and shall submit the examination opinions together with the documents and materials to the Ministry of Justice for examination and verification. The Ministry of Justice shall make the decision in 6 months, and issue the practice licenses to the representative offices approved to be established, and issue the practice certificates to the representatives thereof; and for those law firms rejected from approval, reasons shall be explained in written form.

Article 10

The representative office and the representatives thereof shall, taking the practice license and the practice certificates, go through the procedures for registration at the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government of the place of domicile of the representative office, and only after that may it carry out the legal services as prescribed in these Measures. The representative office and its representatives shall make the registration once every year.

The judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall handle the registration procedures in 2 days from the day of receiving the application for registration.

Article 11

The representative office shall, according to the provisions of the relevant laws and administrative regulations, go through the procedures for taxation, bank and foreign exchange, etc.

Article 12

Where a law firm of Hong Kong or Macao needs to alter the name of its representative office or reduce the representatives, it shall submit in advance the application form signed by its main principal and the relevant documents and materials to the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government of the place of domicile of the representative office, and take back the practice certificates of the personnel who are no longer the representatives upon the ratification of the Ministry of Justice.

Where the representative office is merged, split or it adds new representatives, it shall go through the procedures for approval according to the provisions of these Measures on the establishment of representative office.

Article 13

Where the representative of a representative office is in any of the following situations, the Ministry of Justice shall revoke the practice approval and withdraw his (her) practice certificate, and the judicial department of the province, autonomous region or municipality directly under the Central Government shall write off the practice registration:

3)

the practice qualification of lawyer submitted according to the provisions of item 5) of Article 8 of these Measures becomes invalid;

4)

the qualification of representative is cancelled by the law firm of Hong Kong or Macao to which the representative belongs;

5)

the practice certificate or the practice license of the representative office to which the representative belongs is revoked according to law.

Article 14

Where a representative office is in any of the following situations, the Ministry of Justice shall cancel the practice approval and withdraw its practice license, and the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall write off its practice registration:

1)

the law firm of Hong Kong or Macao to which the representative office belongs is disbanded or written off;

2)

the law firm of Hong Kong or Macao to which the representative office belongs applies for the writing-off of it;

3)

having lost the conditions as prescribed in Article 7 of these Measures;

4)

the practice license has been revoked according to law.

The representative office written off according to the provisions of the preceding paragraph shall be liquidated according to law; and its property may not be transferred to the outside of the mainland of China before all its debts have been paid off.

Chapter III Business Scope and Rules

Article 15

A representative office and its representatives may only engage in the following activities excluding the legal affaires of the mainland of China:

1)

providing to the parties with the legal consultancy and the consultancy of relevant international treaties and international customs of the Hong Kong SAR, the Macao SAR and other countries excluding China where the lawyers of that law firm have been approved to engage in lawyer practice;

2)

accepting the entrustment of the parties or the law firms of the mainland of China to handle the legal affaires of the areas where the lawyers of that law firm have been approved to engage in lawyer practice;

3)

representing the parties of the Hong Kong SAR or the Macao SAR to entrust law firms of the mainland of China to handle legal affaires of the mainland;

4)

keeping long term of entrustment with the law firms of the mainland of China to handle legal affaires through signing contracts;

5)

providing the information related to the affection of the legal environment of the mainland of China.

The representative office may, according to the terms of the agreement with the law firms of the mainland of China, present direct requirements to the lawyers of the law firms of the mainland.

The representative office and the representatives thereof may not engage in other legal services or other business activities other than those provided for in the first and second paragraphs of this Article.

Article 16

A representative office may not employ the practicing lawyers of the mainland of China; and the assisting personnel employed may not provide legal services to the parties.

Article 17

A representative office and its representatives may not conduct the following acts in their practice:

1)

providing false evidence, hiding the facts or threatening, luring others to provide false evidence, hide the facts, and hindering the opposite parties from legally obtaining the evidence;

2)

taking advantage of the legal services to accept money and goods or other benefits from the parties;

3)

disclosing the business secrets or personal privacy of the parties.

Article 18

The representatives of a representative office may not hold the post or hold the concurrent post of representative in two or more representative offices.

Article 19

The time of the representatives of a representative office residing in the mainland of China may not be less than 6 months every year; those residing for less than 6 months shall not be registered for the next year.

Article 20

A representative office may collect fees from the parties when providing the legal services as prescribed by these Measures. And the fees collected must be settled in the mainland of China.

Chapter IV Supervision and Administration

Article 21

The Ministry of Justice shall be responsible for the supervision and administration of the representative offices and their representatives.

The judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall conduct supervision and administration to see whether the representative offices established within their respective administrative areas and the representatives thereof are conducting the legal services according to law.

Article 22

A representative office shall submit the copies of the practice license and the practice certificates of its representatives, and the following materials for annual examination of the last year to the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government before March 31 of each year for the annual examination:

1)

the status of the legal services carried out, including the handling of the legal affaires entrusted to the law firms of the mainland of China;

2)

the annual financial statements of the representative office audited by accounting firms or auditing firms, and the vouchers of settlement and tax payment according to law in the mainland of China;

3)

changes of the representatives and the employed assisting personnel of the mainland of China of the representative office;

4)

residing status in the mainland of China of the representatives of the representative office;

5)

registration of the representative office and its representatives;

6)

other status about the performance of the obligations as prescribed in these Measures.

The judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall, after making the annual examination of the representative offices established in their respective administrative areas, submit the examination opinions to the Ministry of Justice for record.

Article 23

The judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall collect fees for the registration of the representative offices and the representatives thereof, and shall collect fees for the annual examinations of the representative offices, and must execute the charging standard for the law firms and practicing lawyers of the mainland of China ratified by the price administrative department under the State Council, and all the fees collected must be turned in to the State Treasury.

Where the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government imposes the administrative punishment of fines according to law, the method of separation of decision of fines and collection of fines shall be adopted according to the provisions of the relevant laws and administrative regulations; and all the fines collected and the illegal gains confiscated according to law must be turned in to the State Treasury.

Chapter V Legal Responsibilities

Article 24

If a representative office or a representative harms the State safety, public security or public administration order, the criminal responsibilities shall be investigated, and the practice license of that representative office or the practice certificate of that representative shall be revoked by the Ministry of Justice; where the circumstance is not serious enough for criminal punishment, the punishment of public security management shall be given according to law, and the practice license of that representative office or the practice certificate of that representative shall be revoked by the Ministry of Justice.

Article 25

If a representative office or a representative, in violation of the provisions of Article 15 of these Measures, illegally engages in the legal services or other business activities, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall order the stop of business; where the circumstances are serious, the practice license of that representative office or the practice certificate of that representative shall be revoked by the Ministry of Justice.

Where anyone commits the illegal acts listed in the preceding paragraph, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall confiscate the illegal gains, and shall impose on the chief representative and other directly responsible representatives a fine of not less than 50,000 Yuan but not more than 200,000 Yuan.

Article 26

If a representative office is in any of the following situations, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall give warnings to it and order it to correct the act within a time limit; where the circumstances are serious, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall order the stop of business; if no correction is made within the time limit, the Ministry of Justice shall revoke its practice license:

1)

employing practicing lawyers of the mainland of China, or its assisting personnel employed engaging in the legal services;

2)

the fees collected for the legal services haven't been settled within the mainland of China;

3)

failing to submit the materials for the annual examination on time, or failing the annual examination.

Where anyone commits the illegal acts listed in item 2) of the preceding paragraph, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall impose a fine of not less than 1 time but not more than 3 times the sum of settlement in the mainland of China.

Article 27

If a representative office or a representative is in any of the following situations, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall give it warnings and confiscate the illegal gains; where the circumstances are serious, the business shall be ordered to be stopped in a time limit, and a fine of not less than 20,000 Yuan but not more than 100,000 Yuan shall be imposed:

1)

holding the post or holding the concurrent post of representative in two or more representative offices;

2)

disclosing the business secrets or personal privacy of the parties;

3)

taking advantage of the legal services to accept money and goods or other benefits from the parties.

Article 28

If a representative office which has been written off transfers its property outside the mainland of China before its debts are paid off, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall order it to return the transferred property to pay the debts; if the representative office seriously damages the interests of others and constitutes a crime, the chief representative and other directly responsible personnel shall be investigated for criminal responsibilities; where the circumstances are not serious enough for criminal punishment, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall impose a fine of not less than 50,000 Yuan but not more than 300,000 Yuan on the representative office, and shall impose a fine of not less than 20,000 Yuan but not more than 100,000 Yuan on the chief representative and other directly responsible personnel.

Article 29

If the representative of a representative office provides false evidence, hides the facts or threatens, lures others to provide false evidence or hide the facts, the criminal responsibilities shall be investigated according to the relevant provisions of the Criminal Law, and the practice certificate shall be revoked by the Ministry of Justice.

Article 30

If a law firm, lawyer or other organization, individual of Hong Kong or Macao engages in legal services in the mainland of China without authorization, or a representative office or the representative of which the practice approval has been cancelled continues to engage in legal services in the mainland, the judicial department (bureau) of the province, autonomous region or municipality directly under the Central Government shall ban it according to law and confiscate the illegal gains, and shall impose a fine of not less than 50,000 Yuan but not more than 300,000 Yuan.

Article 31

If the practice license of a representative office has been revoked according to law, the law firm of Hong Kong or Macao to which the representative office belongs may not apply for establishing representative office in the mainland of China for 5 years; if the practice certificate of the representative of a representative office has been revoked according to law, that representative may not be the representative of a representative office in the mainland for 5 years.

If the representative of a representative office has been given criminal penalty for harming the State safety, public security or public administration order, the law firm to which that representative office belongs may not apply for establishing a representative office in the mainland of China any longer, and that representative may not be the representative of a representative office in the mainland for the lifetime.

Article 32

If the working personnel of the judicial administrative department has committed any of the following acts, the responsible personnel in charge and the other directly responsible personnel shall be given the administrative punishment of a demerit for the record, a special demerit for the record or demotion:

1)

failing to check and examine the certification and materials of the representative offices to be established and of the representatives to-be according to the conditions as provided for by these Measures;

2)

failing to register or make the annual examination of the representative offices according to the provisions of these Measures;

3)

failing to collect the fees according to the charging items and charging standard as provided for by the State.

Article 33

Where the working personnel of the judicial administrative department has committed any of the following acts, the responsible personnel in charge and other directly responsible personnel shall be given the administrative punishment of demotion, removal or dismissal:

4)

issuing the practice license or practice certificate to the representative office to be established or the representative to-be that fails to meet the conditions as provided for by these Measures;

5)

taking advantage of the post to accept money and goods and seeking private profits;

6)

failing to cancel or withdraw the practice license or practice certificate of the representative office or representative that should be cancelled, or, against the provisions of these Measures, failing to write off the practice registration that should be written off;

7)

failing to issue the receipts of fines for the fines collected according to law or failing to fill in the sum of fines according to the facts;

8)

failing to execute the system of separation of collection and turning in of fines, or failing to turn in all the fees collected, fines collected and illegal gains confiscated to the State Treasury.

9)

failing to investigate into and punish the acts of the representative offices and the representatives thereof that violate the provisions of these Measures;

10)

having other acts of poor execution of law or abusing of powers thus to cause serious consequences.

If anyone commits any of the above mentioned violations of law thus to cause serious losses to the public property and the interests of the State and people, and constitutes a crime, the criminal responsibilities shall be investigated.

Chapter VI Supplementary Provisions

Article 34

These Measures shall enter into force on April 1, 2002. The representative offices and the representatives thereof that have been approved by the Ministry of Justice to start practice on a trial basis shall apply for going through the procedures for examination and approval according to the provisions of these Measures in 90 days from the day on which these Measures come into force.