Laws of the People's Republic of 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 Offices in China, which were adopted after deliberation at the Executive Meeting of the Minister on June 25, 2002, are hereby promulgated and shall come into force on September 1, 2002.

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 Offices in China

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 (hereinafter referred to as the Regulations) to be executed and for the judicial administrative departments to fulfill their duties of administering the foreign legal service activities within China.

Article 2

The foreign law firms as used in these Provisions shall refer to the lawyer practicing agencies that are legally established within China, composed of foreign practicing lawyers, engaging in the legal service activities other than the affairs on Chinese law, and with all or part of the members independently bearing the external civil liabilities. But the following situations are excluded:

(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 of foreign lawyers and that have obtained the legal practice licenses in the countries where they acquired their 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 7 of the Regulations shall be determined according to the following factors:

(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 and planning of the future business development of the representative office to be established;

(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 the representatives" prescribed in Subparagraph 1 of Paragraph 1 of Article 8 shall include the following contents:

(1)

Chinese name and foreign name of the representative office to be established, and the name of the city where the representative office is to be located;

(2)

Basic information of the applicant: including the time of starting business, number of the lawyers, number of the partners, business areas, major achievements, information about the branches or representative offices established in other countries or regions, business activities related to China, address of the headquarters and contacting methods, etc.;

(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 scope of the representative office to be established;

(6)

Promises of the representative office to be established and the representatives to be sent on bearing all the civil liabilities for the legal service activities they conduct within China;

(7)

Promises on the authenticity, completeness and accuracy of the information provided, and the consistency between the Chinese translation and the original text;

(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 thereof after the application is approved.

Article 6

For one that does have difficulties in submitting the "partnership agreement or articles of association of this foreign law firm" prescribed in Subparagraph 3 of Paragraph 1 of Article 8 , it may provide the introduction partnership agreement, the shareholders' agreement or the documents that has to do with the articles of association involving the time of signing the articles of association, initiators, organizational form and legal liability form, etc. that are signed by the main responsible person.

Article 7

The documents submitted pursuant to Paragraph 3 of Article 8 of the Regulations shall enclose the Chinese translation, and shall be separately bound into three pieces in the form of original and counterpart.

Article 8

A foreign law firm to establish a representative office may not use a name prohibited or restricted by Chinese laws, regulations and rules as the Chinese translation of its name, neither may it use any character that may lead to misunderstanding by the public.

Article 9

One applying for establishing a representative office shall have a chief representative to be sent and several representatives to be sent.

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, abided by lawyers' professional ethics and practice disciplines, and hasn't been investigated for any legal liabilities provided for by the Regulations.

The successive practicing time prescribed in Subparagraph 1 of the preceding paragraph shall be calculated from the day on which the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government (hereinafter referred to as the province, autonomous region and municipality directly under the Central Government) where the representative office domiciles made the registration of start of business for the first time.

Article 11

One applying for adding a representative office shall submit the following materials besides the materials prescribed in Article 8 of the Regulations:

(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 established;

(3)

Certifications, which meet the provisions of Subparagraphs 1 and 2 of Paragraph 1 of Article 10 of these Provisions, issued by the Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government where the representative offices domicile.

The above materials shall enclose Chinese translations, and shall be separately bound into three pieces in the form of original and counterpart.

Article 12

The Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government shall, after receiving the application materials for establishing representative office submitted by an applicant, deal with them according to the following situations:

(1)

If the application materials are complete, the Department (Bureau) of Justice shall deal with them according to Article 9 of the Regulations;

(2)

If the application materials are incomplete, the Department (Bureau) of Justice shall notify the applicant to supplement the materials within 15 days from the day of receiving the application materials. If the applicant supplements the materials within 3 months from the day of first submitting the application materials, the materials shall be dealt with according to the preceding subparagraph; if the applicant fails to supplement the materials within 3 months from the day of first submitting the application materials, the Department (Bureau) of Justice shall decide not to accept the application, and notify the applicant in written form within 15 days.

Article 13

The Ministry of Justice shall, after receiving the application materials of the applicants and the examination opinions reported by the Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government, make the decision within 6 months, issue the practice licenses and the counterparts to the representative offices approved to be established, and notify the Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government to issue the practice certificates to the representatives; and for those not approved, the reasons shall be explained in written form.

Article 14

The applicant shall, within 30 days from the day of obtaining the practice license, and taking the counterpart of the license, go through the procedures for registration and for issuance of the representatives' work visas at the departments of technical supervision, public security, labor, bank, taxation of the place where the representative office domiciles and the Chinese embassies and consulates stationed abroad.

Article 15

The applicant shall, within 30 days after finishing the procedures prescribed in Article 14 of these Provisions, make the registration of start of business and pay the registration fee at the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles.

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 title certification, and the agreement on house lease (the term shall be 1 year or more).

For those failing to make the registration of start of business within the period prescribed in Paragraph 1 of this Article, the practice license of the foreign law firm's representative office in China and the practice certificates of the representatives of the foreign law firm's representative office shall become void automatically.

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 the Regulations, submit the following notarized or certified documents provided by the body of lawyer administration of the country where the representatives sent acquired their practice qualification:

(1)

Certifications proving that the representatives of the office have not been given any criminal punishment or any other punishment for violation of lawyer professional ethics or practice disciplines;

(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 the province, autonomous region or municipality directly under the Central Government shall handle the annual registration of the representative office and the representatives sent, and charge the registration fee.

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 report that to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles:

(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 letter for the alteration and the relevant documents signed by the main responsible person to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where the representative office domiciles. The Department (Bureau) of Justice shall, within 15 days from receiving the application materials, present its examination opinions to the Ministry of Justice, which shall handle the procedures for approval within 15 days from receiving the examination opinions.

The representative office shall, taking the notice of approval of the Ministry of Justice, go through the relevant procedures for alteration at the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles.

Article 21

If a foreign law firm applies for writing off its representative office, it shall submit the application letter signed by its main responsible person to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where the representative office domiciles.

The Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government shall, within 30 days from receiving the application, report the examination opinions to the Ministry of Justice, which shall handle the procedures for approval within 30 days from receiving the examination opinions.

Article 22

The representative office shall, from the day of receiving the notice of approval for the writing-off from the Ministry of Justice, carry out the liquidation pursuant to law. And it may not transfer any of its property before all the debts are paid off.

As for the representative office that has been written off, its practice license and the counterpart thereof, and the practice certificates of the representatives shall be withdrawn, and the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles shall make a public announcement.

Article 23

After a representative office has been written off, the creditors shall have the right to recover the unliquidated creditor's rights from the foreign law firm.

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 of the Regulations, it shall, within 3 months from the law firm it belongs to is dissolved or written off, report to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles, which shall report to the Ministry of Justice to cancel the practice license, and handle the procedures for writing-off according to these Provisions.

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 letter signed by the main responsible person to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles, which shall announce the suspension of business after approval.

The suspension of business of the representative office may not exceed 1 year. Those suspending the business for more than 1 year shall be regarded as being written off automatically.

Article 26

To apply for moving a representative office to another city, a foreign law firm shall file the application with the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where the office is to be moved to, which shall, after examination, report the application to the Ministry for approval.

The representative office shall, taking the notice of approval, go through the relevant procedures for writing-off and registration pursuant to the provisions.

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 the chief representative or sends representatives.

A member of the lawyers' association of the country where he acquired his practice qualification shall refer to the member of a legal national or regional lawyers' industrial organization of the country where he acquired his practice qualification. If there is no lawyers' industrial organization, the representative may be a person registered at the body of lawyer administration of the country where he acquired his practice qualification.

Practicing time abroad shall refer to the time that the lawyer, after obtaining the lawyer practice license in the country where he acquired his practice qualification, made the registration of lawyer practice at the statutory body of lawyer registration of that country, including the practicing time in any separate tariff zone of China. Practicing time abroad may be calculated accumulatively.

A person holding the same post shall refer to a practicing lawyer who enjoys the same rights and assumes the same obligations as those of the partners in the aspects of the management, profit and risk sharing of the law firm.

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 Chinese translation and the original text;

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 original and counterpart.

Article 29

The Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government shall deal with the application materials of the to-be representatives submitted by the foreign law firms according to the following situations:

(1)

If the application materials are complete, the Department (Bureau) of Justice shall deal with them according to Article 9 of the Regulations;

(2)

If the application materials are incomplete, the Department (Bureau) of Justice shall, within 15 days from receiving the application materials, notify the applicant to supplement the materials. If the applicant supplements the materials within 3 months from the day of submitting the application materials for the first time, the Department (Bureau) of Justice shall deal with them according to the preceding paragraph; if the applicant fails to supplement the materials within 3 months from the day of first submitting the application materials, the Department (Bureau) of Justice shall make the decision on not accepting them, and shall notify the applicant in written form within 15 days.

Article 30

After receiving the application materials of foreign law firms and the examination opinions submitted by the Departments (Bureaus) of Justice of the provinces, autonomous regions and municipalities directly under the Central Government, the Ministry of Justice shall grant the approval within 6 months, if it decides not to grant the approval, it shall inform the applicants of the reasons in written form.

The representative office shall, taking the notice of approval, draw the practice certificates of the representatives of foreign law firm's representative office at the local Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government, and go through the relevant procedures at the relevant departments.

Article 31

If the Ministry of Justice cancels the practice certificate of a representative in any of the situations prescribed in Article 13 of the Regulations, the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where the representative office domiciles, shall withdraw the practice license of the representative office, write off its registration of practice and make a public announcement.

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 or other written documents;

(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 activities;

(5)

Handling, on the trustor's behalf, the procedures for registration, alteration, application or putting on record, and other procedures at the government organs of China or other organizations authorized by laws and regulations with administrative authorities.

Article 33

When providing the information related to the influence of Chinese legal environment according to Subparagraph 5 of Paragraph 1 of Article 15 of the Regulations, the representative office and the representatives thereof may not provide any specific opinions or judgment on the application of Chinese laws.

Article 34

In accordance with Article 11 of the Regulations, representative offices shall open RMB accounts and foreign exchange accounts in the banks to accept the remittance from the clients inside the territory of China.

Representative offices shall, according to the laws and regulations of China on taxation, make the registration of taxation, perform the obligations of paying taxes, and may apply to the local organs in charge of taxation for drawing or purchasing invoices.

Article 35

If a representative office employs assistant personnel with Chinese nationality, it shall handle the employment relationship with the department of service for foreign enterprises of the place where it domiciles, and draw the employees' certificates at the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles.

Article 36

If a representative office employs assistant personnel with foreign nationalities, it shall, according to the relevant provisions on foreigners' employment in China, apply to the Department (Bureau) of Justice of the province, autonomous region or municipality directly under the Central Government where it domiciles, and go through the procedures for employment and residence at the relevant departments.

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 don't have the qualification, licenses or capacity to engage in Chinese legal services;

(2)

Those declaring to the clients that they are qualified as Chinese lawyers or used to be Chinese practicing lawyers shall, at the same time, declare that they may not practice as Chinese lawyers now;

(3)

Those making publicity through letters or business cards shall include the statements prescribed in Subparagraphs 1 and 2 in their publicity.

Article 38

The representatives and assistant personnel of the representative offices may not provide Chinese legal services to the clients in the name of "consultants on Chinese laws".

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 to or of the representative office.

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 in its office place.

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 written.

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 Firm's Representative Office shall be printed by the Ministry of Justice and be issued by the Departments (Bureaus) of Justice of the provinces, autonomous regions or municipalities directly under the Central Government.

Article 44

Only the license-issuing units may, according to legal procedures, withhold or revoke the Practice License of Foreign Law Firm's Representative Office in China, the Practice Certificate of Representative of Foreign Law Firm's Representative Office and the Employee Certificate of Foreign Law Firm's Representative Office, no other unit or individual may confiscate, seize or damage those licenses and certificates.

Article 45

No one may forge, alter, lease, lend, transfer or sell the practice license of a representative office and the counterpart thereof, or the practice certificates and employee certificates of the representatives.

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 the loss before it/he may apply for a replacement.

Article 47

These Provisions shall enter into force as of September 1, 2002.