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 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. The Ministry of Justice of the People's Republic of China 2002-07-04 AsianLII: Copyright Policy Disclaimers Privacy Policy Feedback URL: http://www.asianlii.org/cn/legis/cen/laws/potmojoteotrotaoflfroic1414 Regulations on Administration of Foreign Law Firms' Representative Offices in China (Adopted at the 51st Executive Meeting of the State Council on December 19, 2001, promulgated by the Decree No. 338 of the State Council of the People's Republic of China on December 22, 2001, and effective as of January 1, 2002) Chapter I General Provisions Article 1 These Regulations are formulated in accordance with the Law of the People's Republic of China on Lawyers for the purposes of regulating the establishment of representative offices in China by foreign law firms and legal service activities thereof. Article 2 These Regulations are applicable to the establishment of representative offices in China (hereinafter referred to as "representative offices") by foreign law firms and the legal service activities they conduct. Article 3 Representative offices and their representatives shall, when conducting legal service activities, abide by the laws, regulations and rules of China, scrupulously observe the professional ethics and practice discipline of Chinese lawyers, and shall not endanger the State security, social and public interests in China. Article 4 Representative offices and their representatives, when conducting legal service activities in accordance with the provisions of these Regulations, are protected by Chinese law. Article 5 Foreign law firms assume civil liability for the legal service activities conducted by their representative offices and representatives within the territory of China. Chapter II Establishment, Change, and Registration Cancellation of Representative Offices Article 6 The establishment of a representative office in China and the posting of representatives thereto by a foreign law firm shall be permitted by the judicial administration department of the State Council. No foreign law firms, other organizations or individuals may conduct legal 1 service activities within the territory of China as a consulting firm or under other names. Article 7 A foreign law firm applying to establish a representative office in China and post representatives thereto shall meet the following requirements: (1) it has been in practice lawfully in its home country and never has been punished for a violation of lawyers' professional ethics or practice discipline; (2) the representatives of the representative office are practitioner lawyers who are members of the bar or law society of the country where they obtain the qualifications to practice, have practiced for not less than two years outside of China, and have never been punished for a criminal offense or a violation of lawyers' professional ethics or practice discipline. The chief representative of the representative office has practiced for not less than three years outside of China and is a partner or equivalent of the said firm. (3) there is an actual need to establish a representative office in China to conduct legal service business. Article 8 A foreign law firm applying to establish a representative office in China shall produce the following documents to the judicial administration department of the people's government of the province, autonomous region or municipality directly under the Central Government where the proposed representative office is to be located: (1) an application signed by the principal responsible person of the said foreign law firm for establishing the representative office in China and posting representatives thereto. The name of the proposed representative office shall be "Representative Office of ______(name of the said law firm translated into Chinese) in ______(name of the Chinese city where the proposed representative office is to be located)"; (2) documents certifying that the said law firm has been lawfully established in its home country; (3) the partnership agreement or the articles of association of the said law firm, and a list of its responsible persons and partners; (4) the power of attorney issued by the said law firm to the representatives of the proposed representative office, and a written statement confirming that the chief representative is a partner of the said law firm or equivalent; 2 (5) certificates of the qualifications to practice of each representative of the proposed representative office, and documents certifying that the chief representative has practiced law for not less than three years outside of China and the other representatives for not less than two years. (6) documents from the bar or law society of the said law firm's home country certifying that the representatives of the proposed representative office are their members; (7) documents from the lawyer administration department of the said law firm's home country certifying that the said law firm and the representatives of the proposed representative office have never been punished for a criminal offense or a violation of lawyers' professional ethics or practice discipline. The documents listed in the preceding paragraph shall be notarized by a notary institution or a notary in the applicant's home country, authenticated by the competent foreign affairs organ of the applicant's home country or an organ authorized by it, and authenticated by the Chinese Embassy or Consulate in such country. The documents submitted by the foreign law firm shall have three copies, and a corresponding Chinese translation shall be attached to those in a foreign language. Article 9 The judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall, within three months from the date of receiving the application documents, finish the examination of them, and submit their examination opinions and such application documents to the judicial administration department of the State Council for reexamination. The judicial administration department of the State Council shall make a decision within six months; if the establishment of the proposed representative office is permitted, a license to practice shall be issued thereto and certificates to practice to its representatives; if permission is not granted, the applicant shall be informed of the reasons in writing. Article 10 Before conducting the legal service activities provided for in these Regulations, representative offices and their representatives shall, on the basis of their licenses to practice and certificates to practice, register with the judicial administration department of the people's government of the provinces, autonomous regions and municipalities directly under the Central Government where such representative offices are located. Representative offices and their representatives shall register annually. 3 The judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall handle the registration applications within two days from the date of receiving them. Article 11 A representative office shall, in accordance with relevant laws and administrative regulations, go through formalities of taxation, banking and foreign exchange, etc. Article 12 A foreign law firm which needs to change the name of its representative office, or reduce its representatives shall in advance submit an application signed by its principle responsible person and other relevant documents to the judicial administration department of the people's government of the province, autonomous region or municipality directly under the Central Government where the said office is located. Such changes or reduction shall be subject to the examination and approval of the judicial administration department of the State Council, and the certificates to practice of those who do not serve as representatives any longer shall be withdrawn. In the case of merger, division or posting of new representatives, a representative office shall go through the permission formalities in accordance with the provisions of these Regulations for the establishment of a representative office. Article 13 Where a representative of a representative office falls into one of the following circumstances, the judicial administration department of the State Council shall revoke the permission to practice granted to him and withdraw his certificate to practice, and the judicial administration department of the people's government of the province, autonomous region or municipality directly under the Central Government shall cancel his registration to practice accordingly: (1) his license to practice in his home country has become void; (2) being disqualified as a representative by the foreign law firm he belongs to; (3) his certificate to practice or the license to practice of the representative office he belongs to is revoked according to law. Article 14 Where a representative office falls into one of the following circumstances, the judicial administration department of the State Council shall revoke the permission to practice granted to it and withdraw its license to practice; and the judicial administration department of the people's government 4 of the province, autonomous region and municipality directly under the Central Government shall cancel its registration to practice accordingly: (1) the foreign law firm it affiliates to has been dissolved or the registration of which has been canceled; (2) the foreign law firm it affiliates to applies to cancel its registration; (3) it does not meet the requirements set forth in Article 7 of these Regulations any longer; (4) its license to practice is revoked according to law. The representative offices whose registration is cancelled in accordance with the preceding paragraph shall be liquidated according to law, and before the repayment of their liabilities, their property shall not be transferred out of the territory of China. Chapter III Business Scope and Practice Rules Article 15 A representative office and its representatives may only conduct the following activities that does not encompass Chinese legal affairs: (1) to provide clients with the consultancy on the legislation of the country where the lawyers of the law firm are permitted to engage in lawyer's professional work, and on international conventions and international practices; (2) to handle, when entrusted by clients or Chinese law firms, legal affairs of the country where the lawyers of the law firm are permitted to engage in lawyer's professional work; (3) to entrust, on behalf of foreign clients, Chinese law firms to deal with the Chinese legal affairs; (4) to enter into contracts to maintain long-term entrustment relations with Chinese law firms for legal affairs; (5) to provide information on the impact of the Chinese legal environment. Representative offices may directly instruct lawyers in the entrusted Chinese law firms, as agreed between both parties. A representative office and its representatives shall not conduct any legal 5 service activities or other for-profit activities other than those set forth in the first paragraph and the second paragraph of this Article. Article 16 A representative office shall not employ Chinese practitioner lawyers; its support staff employed shall not provide legal services to clients. Article 17 A representative office and its representatives shall not commit any of the following acts in their practice: (1) to provide false evidence, conceal facts, intimidate or induce another with promise of gain to provide false evidence or conceal facts, or obstruct the opposing party's lawful obtaining of evidence; (2) to accept money or other things of value from parties by using the advantage of providing legal services; (3) to divulge commercial secrets or private matters of parties. Article 18 A representative of a representative office shall not be concurrently a full-time or part-time representative in two or more representative offices. Article 19 Representatives of a representative office shall be resident in China for not less than 6 months each year, if the said representatives fail to do so, they will not be registered in the following year. Article 20 A representative office may charge its clients fees when conducting legal services provided for in these Regulations. The fees collected must be settled within the territory of China. Chapter IV Supervision and Administration Article 21 The judicial administration department of the State Council and the judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government, in accordance with their duties, are responsible for the supervision and administration of representative offices and their representatives. Article 22 A representative office shall, before March 31 of each year, submit to the judicial administration department of the peoples' government of the province, autonomous region or municipality directly under the Central Government where it is located for annual examination a copy of its license to practice and its representatives' certificates to practice, and the following materials of the previous year: 6 (1) information on their performance of legal services, including the legal affairs entrusted to Chinese law firms; (2) its annual financial statement audited by an accounting firm, and documents certifying that its accounts have been settled within the territory of China and taxes have been paid according to law. (3) information on the change of its representatives and the employment of Chinese support staff; (4) information on the residence of its representatives in the territory of China. (5) information on the registration of itself and its representatives. (6) other information on the performance of the duties provided for in these Regulations. The judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall, after finishing the annual examination of the representative offices that are located in their respective administrative regions, submit their examination opinions to the judicial administration department of the State Council for the record. Article 23 The judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall, when collecting fees in registering representative offices and their representatives or collecting fees in conducting annual examination of representative offices according to law, strictly follow the same standards for Chinese law firms and practitioner lawyers which are verified and determined by the pricing administration department of the State Council. All fees collected shall be turned over to the State Treasury. Where the judicial administration departments of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government impose administrative punishment of fines according to law, the fine decisions and collection of such fines shall be separated in accordance with the provisions of relevant laws and administrative regulations. All fines collected and illegal income confiscated shall be turned over to the State Treasury. Chapter V Legal Liability 7 Article 24 Any representative office or representative who endangers China's State security, public security or administration of public order, shall be investigated for criminal liability according to the provisions of the Criminal Law on crimes of endangering State security, crimes of endangering public security or crimes of obstructing the administration of public order, and the license to practice of the representative office or the certificate to practice of the representative shall be revoked by the judicial administration department of the State Council. If the case is not serious enough for criminal punishment, administrative penalties for public security shall be imposed according to law, and the license to practice of the representative office or the certificate to practice of the representative shall be revoked by the judicial administration department of the State Council. Article 25 Any representative office or representative who, in violation of Article 15 of these Regulations, illegally conducts legal service activities or other forprofit activities shall be ordered to suspend its/his business within a specified time limit by the judicial administration department of the people's government of the province, autonomous region or municipality directly under the Central Government. If the circumstances are serious, the judicial administration department of the State Council shall revoke the license to practice of the representative office or the certificate to practice of the representative. The judicial administration department of the people's government of the province, autonomous region and municipality directly under the Central Government shall confiscate the illegal income of the representative office or the representative who commits the acts set forth in the preceding paragraph, and impose a fine of not less than 50,000 yuan but not more than 200,000 yuan respectively on the chief representative and other representatives directly responsible. Article 26 Where a representative office falls under one of the following circumstances, the judicial administration department of the people's government of the province, autonomous region and the municipality directly under the Central Government shall give it a warning and order it to make corrections within a specified time limit; if the circumstances are serious, the judicial administration department of the people's government of the province, autonomous region and the municipality directly under the Central Government shall order a suspension of its business within a specified time limit; if the representative office fails to make corrections within the specified time limit, the judicial administration department of the State Council shall revoke its license to practice: 8 (1) employing Chinese practitioner lawyers, or its employed support staff conducts legal services activities; (2) failing to settle the fees that it collects for legal services within the territory of China; (3) failing to submit relevant materials for annual examination on time, or failing to pass the annual examination. If the representative office commits the acts set forth in item (2) of the preceding paragraph, the judicial administration department of the people's government of the province, autonomous region and the municipality directly under the Central Government shall impose on it a fine of not less than one time but not more than three times the money that should have been settled in the territory of China. Article 27 Where a representative office or a representative falls under one of the following circumstances, the judicial administration department of the people's government of the province, autonomous region and the municipality directly under the Central Government give it/him a warning, confiscate its/his illegal income, and concurrently impose a fine of not less than 20,000 yuan but not more than 100,000 yuan: (1) concurrently serving as a full-time or part-time representative in two or more representative offices; (2) divulging commercial secrets or private matters of parties; (3) accepting money or other things of value from parties by using the advantage of providing legal services. Article 28 Where a representative office whose registration is cancelled transfers its property out of the territory of China before repaying its liabilities, the judicial administration department of the people's government of the province, autonomous region and municipality directly under the Central Government shall order a retransfer of the property transferred out of the territory of China for the repayment of liabilities. If such transfer seriously infringes upon other persons' interests, the chief representative of the representative office and other persons directly responsible for such transfer shall be investigated for criminal liability for the crime of concealing property according to the provisions of the Criminal Law. If the case is not serious enough for criminal punishment, the judicial administration department of the people's government of the province, autonomous region and municipality 9 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 a fine of not less than 20,000 yuan but not more than 100,000 yuan respectively on the chief representative and other persons directly responsible for such transfer. Article 29 Where a representative of a representative office provides false evidence, conceals facts or intimidates or induces another with promise of gain to provide false evidence or conceal facts, he shall be investigated for criminal liability for the crime of obstructing testimony in accordance with the provisions of the Criminal Law, and his certificate to practice shall be revoked by the judicial administration department of the State Council. Article 30 Where a foreign law firm, a foreign lawyer or any other foreign organization or individual conducts legal service activities within the territory of China without permission, or where a representative office or a representative whose permission to practice has been revoked continues to conduct legal service activities within the territory of China, the judicial administration department of the people's government of the province, autonomous region and municipality directly under the Central Government shall ban such activities, confiscate the illegal income, and impose a fine of not less than 50,000 yuan but not more than 300,000 yuan concurrently. Article 31 Where the license to practice of a representative office is revoked according to law, the foreign law firm that the said office is affiliated to will not be permitted to apply to establish its representative office in China for five years; where the certificate to practice of a representative of a representative office is revoked according to law, he will not be permitted to serve as a representative of any representative office in China for five years. Where a representative of a representative office is imposed a criminal punishment for endangering the State security, public security or administration of public order in China, the foreign law firm that his representative office affiliates to will not be permitted to apply to establish its representative office again and the said representative will not be permitted to serve as a representative of any representative office in China for life. Article 32 Where a judicial administration department staff member commits one of the following acts, an administrative sanction of demerit recording, grave demerit recording or demotion shall be imposed on the person in charge and other persons directly responsible according to law: (1) failing to examine or reexamine the certifying documents on proposed 10 representative offices and their representatives in accordance with the requirements provided for in these Regulations; (2) failing to conduct registration or annual examination for representative offices in accordance with the provisions of these Regulations; (3) failing to collect fees in accordance with the fee items and fee standards set forth by the State. Article 33 If a judicial administration department staff member commits one of the following acts, an administrative sanction of demotion, dismissal from the post or discharge from public employment shall be imposed on the person in charge and other persons directly responsible: (1) issuing license to practice or certificate to practice to proposed representative offices or its representatives which do not meet the requirements provided for in these Regulations; (2) using advantage of the office to accept money or property, or to seek personal gain; (3) in violation of the provisions of these Regulations, failing to revoke the permission to practice granted to representative offices or representatives, withdraw their license to practice or certificate to practice, or cancel their registration where such revocation or cancellation shall be done; (4) failing to issue a receipt for the lawfully collected fines or failing to truthfully fill in the amount of the fines; (5) violating the system for separation of the fine decision respecting and collection of fines or failing to turn over to the State Treasury the fees and fines collected and the illegal income confiscated as provided for; (6) failing to promptly investigate and deal with the violations of these Regulations by representative offices or their representatives ; (7) other acts of not strictly enforcing laws or abusing powers which cause serious consequences. Those who commit one of the acts set forth in the preceding paragraph which cause a heavy loss to public property or the interests of the State and people shall be investigated for criminal liability for the crime of abuse of power, negligence of duty or acceptance of bribes in accordance with the provisions of 11 the Criminal Law. Chapter VI Supplementary Provisions Article 34 Measures for administration of the representative offices established in Chinese mainland by law firms in the separate customs territories shall be separately formulated by the judicial administration department of the State Council in accordance with the principles of these Regulations. Article 35 These Regulations shall be effective as of January 1, 2002. Representative offices of foreign law firms and their representatives which have been approved to operate and practice on a trial basis by the judicial administration department of the State Council shall, within 90 days from effective date of these Regulations, apply anew to handle examination and approval formalities. ?????????????????????2001?12?19?????5 1???????,????,?2002?1?1????? ?? ??? 2001?12?22? ????????????????? ??? ?? ??? ????????????????????????????,?? ???????????????,?????? ??? ???????????????(????????),????? ???,?????? ??? ????????????????,?????????????? ?,???????????????,?????????????????? ??? ???????????????????????,???????? ??? ??????????????????????????????? ??????? (????: ???? 1 ?) ??? ????????????? 12 ??? ????????????????????,?????????? ????? ??????????????????????????????????? ?????????? (????: ???? 1 ? ???? 4 ? ???? 1 ? ???? 1 ? ??? ?) ??? ??????????????????????,????????: (?)?????????????????,?????????????? ????????; (?)????????????????????????????,??? ??????????2?,???????????????????????? ??????;??,???????????????3?,????????? ????????????????; (?)??????????????????????? (????: ???? 3 ? ???? 1 ? ????) ??? ?????????????????,????????????? ?????????????????????????????: (?)???????????????????????????????? ??????????????"xx?????(???????????)?xx(? ????)???"; (?)???????????????????????; (?)??????????????????????????????; (?)??????????????????????,????????? ?????????????????????; (?)???????????????????????????????? ???3???????????????????2??????; (?)???????????????????????????????? ???????????; (?)???????????????????????????????? ????????????????????????????????????? ????????,?????????????????????????? ???????????????????,????????(?)???? ????????????????????,???????????? (????: ???? 5 ? ???? 2 ?) ??? ??????????????????????????????? ??3???????,?????????????????????????? ????????????6???????,????????????????, ???????????;??????,?????????? (????: ???? 3 ? ???? 8 ?) 13 ??? ????????,??????????????????????? ????????????????????,????????????????? ????????????????? ???????????????????????????????2??? ?????? (????: ???? 1 ? ???? 7 ? ????) ???? ????????????????????,????????? ???????? (????: ???? 2 ? ???? 1 ?) ???? ???????????????????????,?????? ????????????????????????????????????? ???????????,????????????,???????????? ?????? ??????????????????,???????????????? ??????????? (????: ???? 3 ? ???? 2 ?) ???? ???????????????,?????????????? ???????????,????????????????????????? ????: (?)????????????????; (?)??????????????????; (?)????????????????????????? (????: ???? 3 ?) ???? ????????????,????????????????? ????????,???????????????????????????? ?: (?)????????????????????; (?)?????????????????; (?)???????????????; (?)??????????? ?????????????,????????;???????,???? ????????? (????: ???? 3 ? ???? 2 ?) ??? ??????? ???? ????????,??????????????????: (?)???????????????????????????????? ???,????????????????; (?)?????????????????,?????????????? ??????????????????; 14 (?)???????,?????????????????; (?)?????????????????????????????; (?)???????????????? ?????????????????????,????????????? ??????????? ??????????????????????????????????? ???????? (????: ???? 3 ? ???? 2 ? ???? 1 ? ????) ???? ??????????????;??????????????? ????? (????: ???? 1 ? ???? 1 ? ????) ???? ??????????????,???????: (?)???????????????????????????????? ??????????????; (?)?????????,??????????????; (?)????????????????? (????: ???? 3 ?) ???? ????????????????????????????? (????: ???? 1 ? ???? 1 ?) ???? ???????????????????????6??;??6 ???,????????? (????: ???? 1 ?) ???? ????????????????,????????????? ????????????? (????: ???? 2 ?) ??? ???? ????? ????????????????????????????? ????,????????????????? (????: ???? 1 ?) ????? ?????????3?31???????????????? ????????????????????????????????????? ?,??????: (?)???????????,????????????????????; (?)????????????????????,??????????? ?????; (?)??????????????????????; (?)?????????????????; 15 (?)?????????????; (?)??????????????? ??????????????????????????????????? ?????,????????????????????? (????: ???? 2 ? ???? 5 ?) ????? ????????????????????????????? ????????,?????????????????,?????????? ?????????????????????????????,??????? ???????? ??????????????????????????????,???? ????????????,?????????????;?????????? ??????,????????? ??? ???? ????? ????????????????????????????? ?,???????????????????????????????????, ????????,???????????????????????????? ?????;????????,??????????,??????????? ??????????????????????? (????: ???? 1 ?) ????? ????????????????????,???????? ???????????,????????????????????????? ?;?????,????????????????????????????? ???? ??????????,???????????????????????? ??,???????????????????5????20???????? (????: ???? 1 ? ???? 7 ?) ????? ????????????,???????????????? ????????,??????;?????,??????????????? ???????????;???????,?????????????????: (?)????????,????????????????; (?)???????????????????; (?)?????????????????,??????????? ????(?)????????,??????????????????? ?????????????????1???3??????? (????: ???? 1 ? ???? 6 ?) ????? ????????????????,???????????? ????????????,??????;?????,??????,??2? ???10???????: (?)????????????????????; 16 (?)?????????????????; (?)?????????,??????????????? (????: ???? 6 ?) ????? ??????,???????????????????,??? ???????????????????????????,??????;?? ???????,?????????????????????????????, ????????;????????,??????????????????? ???????5????30???????,??????????????? ?2????10???????? (????: ???? 7 ?) ????? ????????????????????????????? ??????????,??????????????,????????,?? ????????????????? ???? ?????????????????????????????? ????????,???????????????????????????? ???????,????????????????????????,???? ??,??5????30???????? (????: ???? 6 ?) ????? ??????????????,?????????????? ?5??????????????;?????????????????,?? ?5???????????????? ?????????????????????????????,????? ???,???????????????????????????????,? ?????????????????? ????? ????????????????????,???????? ??????????????????????????????: (?)???????????????????????????????? ???????; (?)?????????????????????????; (?)?????????????????????? (????: ???? 2 ?) ????? ????????????????????,???????? ?????????????????????????????: (?)????????????????????????????????? ?????; (?)??????????????????; 17 (?)????????,?????????????????,????? ??????????????,?????????????????; (?)?????????????????????????; (?)???????????????????????????????? ???????????????; (?)?????????????????????????; (?)?????????????????,???????? ???????????,?????????????????????,? ????????????????????????,????????? (????: ???? 2 ?) ??? ?? ????? ????????????????????????????, ??????????????????????? (????: ???? 1 ? ???? 8 ?) ????? ????2002?1?1????????????????? ????????????????????????????????,???? ???????90????????????????????? 18