Decree No. 338 of the State Council of the People's Republic of China

Administrative Regulations on Representative Institutions of the Foreign Law Firm were adopted by the 51st executive meeting of the State Council on 19th December 2001.  We hereby promulgate them, which shall take effect as of 1st January 2002.

Premier: Zhu RongJi
Dated this 22nd day of December 2001

Chapter 1   General Principles

Article 1  
In order to normalize the establishment and its legal service activities of the representative institutions stationed in China of the foreign law firm, these Regulations are hereby enacted in accordance with the provisions of the Lawyers Law of the People's Republic of China.

Article 2  
These Regulations shall be applicable to the representative institution stationed at China of the foreign law firm (hereinafter referred to as "representative institution"), which is engaged in the legal service activities.

Article 3  
The representative institution and its representative which engage in the legal service activities shall comply with the laws, regulations and rules of China, abide strictly the bar professional morality and practicing discipline of China, and shall not jeopardize the national security and social public benefit of China.

Article 4  
The representative institution and its representative which practice the legal service activities in accordance with these Regulations shall be protected by the law of China.

Article 5  
A foreign law firm shall bear civil responsibility for the legal service activities practiced by its representative institution and the representative of it within the territory of China.

Chapter 2   Establishment, Alteration, and Revocation of the Representative Institution

Article 6  
A foreign law firm to establish its representative institution and to send stationed representative in China shall first be approved by the administrative department in charge of justice under the State Council.

The foreign law firm, other foreign organizations or individuals shall not practice legal service activities within the territory of China in name of consultancies or in other names.

Article 7  
The foreign law firm shall satisfy the following conditions to establish the representative institution and to send stationed representative to China:

(1) The foreign law firm has already practiced its profession in its native country, and never been punished for violation of the bar professional morality and practicing discipline.

(2) The representative of the representative institution shall be practicing lawyer and member to bar association of the country where he obtains the practicing qualification, and have practiced for no less than 2 years outside the territory of China, shall not be subjected to any criminal penalty or be imposed any punishment due to violation of the lawyers' professional ethics and practice discipline.  The chief representative of it shall have been practiced for no less than 3 years outside the territory of China, and shall be the partner of the foreign law firm or the personnel at equivalent post.

(3) There is practical requirement to establish the representative institution in China to develop legal service operation.

Article 8  
To establish the representative institution in China, the foreign law firm shall present the following documents and materials to the administrative department in charge of justice of the people's government of the province, autonomous region, municipality directly under the Central People's Government where the representative institution to be established is located.

(1) The application for the establishment of the representative institution and sending stationed representative signed by the chief person in charge of the foreign law firm.  The name of the representative institution to be established shall be Representative Office Stationed in XX (the name of a Chinese municipality) of the XX Law Firm (the Chinese name of the law firm).

(2) The evidence documents of that the foreign law firm has already been lawfully established in its native country.

(3) The partnership agreement, articles of association for establishment, name list of the person in charge and the partners of this law firm. 

(4) The authorization paper of the foreign law firm, which is given to each representative of the representative institution, and the confirmation paper that the chief representative is the partner or personnel of equivalent post of this law firm.

(5) The practicing qualification of lawyer of each representative of the representative institution, and the evidence documents that the chief representative has practiced outside the territory of China for no less than 3 years, and that other representatives have practiced for no less than 2 years outside the territory of China.

(6) The evidence document issued by the bar association of the native country of the foreign law firm to prove that the representatives of the representative institution are the members of the bar association.

(7) The evidence documents issued by regulatory authority of lawyers of the native country of the foreign law firm to prove that the law firm and each representative have never been subjected to criminal penalty or imposed punishment due to violation of lawyers' professional ethics and practice discipline.

The documents and materials listed in the preceding Paragraph shall be notarized by the notarial department or notary public of the applicant's native country, shall be authenticated by the diplomatic competent authority or the organ authorized by the diplomatic competent authority. In addition it shall be authenticated by the embassy (consulate) of China stationed in such country.

The document and materials presented by the foreign law firm shall be in triplicate, and the materials in foreign language shall be attached with Chinese version.

Article 9  
The administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall finish the examination within 3 month upon receiving the application materials, and report the examination comments along with the documents and material to the administrative department in charge of justice under the State Council for examination and approval.  The administrative department in charge of justice of the State Council shall make a decision within 6 months.  It shall grant practice a license to the representative institution, which is approved by it to be established, and grant the practice certificate to its representatives, or, in case of disapproval, inform the applicant of the reason in writing.

Article 10  
The representative institution and its representatives shall go through the formalities of registration at the administrative department in charge of justice of the province, autonomous region, and municipality directly under the Central People's Government where the representative institution is domiciled with the practice license and practice certificate before they can engage in the legal service activities.  The representative institution and its representatives shall register once a year.

Article 11  
The representative institution shall go through the relevant formalities of taxation, banking and foreign currency, etc in accordance with the provisions of the relevant laws, and the administrative regulations.

Article 12  
In case the foreign law firm needs to alter the name of the representative institution, or reduce the number of representatives it shall submit the application signed by the chief person in charge of it and the relevant documents and materials to the administrative department in charge of justice of the people's government of the province, autonomous region and municipality directly under the Central People's Government where the representative institution is located.  After being examined and approved by the administrative department in charge of justice under the State Council, the practice certificate of person who is no longer a representative shall be withdrawn.

In case the representative institution amalgamate, separate, or recruit newly assigned representative, it shall go through the approval formalities in accordance with the provisions in these Regulations on procedures for establishment of representative institutions.

Article 13  
In case the representative of the representative institution falls within one of the following circumstances, his/her practicing permit shall be revoked and practice certificate be withdrawn by the administrative department in charge of justice under the State Council, and the practicing registration shall be annulled accordingly by the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government.

(1) The lawyer practice certificate in its native country has already been invalidated;

(2) The foreign law firm that he belongs to revokes his representative qualification; or

(3) The practice certificate or the practice license the representative institution, which he belongs to, is revoked according to law.

Article 14  
The practicing permit and license of the representative institution shall be revoked or withdrawn by the administrative department in charge of justice under the State Council if it falls within one of the following circumstances, and shall be annulled of its practicing registration by the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government:

(1) The foreign law firm which it belongs to has already been dissolved or been cancelled;

(2) The foreign law firm, which it belongs to, is applying to be cancelled;

(3) It no longer satisfies the conditions regulated in Article 7 of these Regulations; or

(4) The practice license has been revoked according to law.

The representative institution which been cancelled according to the preceding provisions, shall conduct the liquidation, before it repay all the debts, and its property shall not be transferred to the outside of the border of China.

Chapter 3   Operation Scope and Regulations

Article 15  
The representative institution and its representative shall only engage in the following activities, which shall not involve in the legal affairs of China.

(1) To provide the interested party with the consultation on the laws of the country in which the foreign law firm has already been permitted to practice, and the consultation on relevant international treaties and conventions.

(2) To accept the authorization of the interested party or the law firm of China to conduct the legal operation of the country in which the lawyer of the foreign law firm has already been approved to engage in the lawyer practice.

(3) To represent the foreign interested party to entrust a law firm of China to conduct legal affairs in China.

(4) To maintain long-term entrustment relationship with the law firm of China to conduct the legal affairs via conclusion of contract.

(5) To supply information related to the influence of the legal environment of China.

The representative institution may, according to the agreement entered into with the Chinese law firm, directly lodge instructions to the lawyers of the entrusted Chinese law firm.

The representative institution and its representatives shall not engage in other legal service activities or other profit-making activities than those regulated in the Paragraph I and Paragraph II of this Article herein.

Article 16  
The representative institution shall not employ a practicing lawyer of China and the assistant personnel it employs shall not supply legal service t o the interested party.

Article 17  
The representative institution and its representative shall not commit the following behaviors in the practicing activities:

(1) To provide false evidence, conceal facts or intimidate or induce another with promise of gain to provide false evidence, conceal facts, or obstruct the opposing party's lawful obtaining of evidence;

(2) To accept things of value or other benefits from the interested party by taking advantage of providing legal services; or

(3) To divulge commercial secrets or personal privacy of a party concerned.

Article 18  
The representative of the representative institution shall not take or concurrently take the post of representative at two or more representative institutions.

Article 19  
The residence period of the representative of the representative institution within the territory of China per year shall not be less than 6 months; in case it is less than 6 months, the registration for next year shall be banned.

Article 20  
The representative institution engaging in the legal service regulated in these Regulations may collect fees from the interested party.  The fee charged shall be settled within the territory of China.

Chapter 4   Supervision and Administration

Article 21  
The administrative department in charge of justice under the State Council and of the people's government of the province, autonomous region, municipality directly under the Central People's Government shall, according to their respective responsibilities, be responsible for the supervision and administration of the representative institution and its representative.

Article 22  
The representative institution shall, before 31st March each year, submit the duplicate of its practice license and the practice certificate of its representatives and the following examination materials of the last year to the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government, and accept the annual examination.

(1) The circumstance of the development of the legal service, including the circumstance of the legal service entrusted to law firms of China;

(2) The annual financial reports of the representative institution which has been audited by the accountant firm, and the evidence proving that the settlement is within China and the tax is paid according to law;

(3) The information on the alteration of the representative of the representative institution and the information on the engaged assistant personnel of China;

(4) The information on the residence of the representative of representative institution within the territory of China;

(5) The registration information of the representative institution and its representatives; and

(6) Other information on the carrying out of the duties regulated in these Regulations. 

The administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall, after conducting the annual examination on the representative institution within their respective administrative division, submit the examination result to the administrative department in charge of justice under the State Council for records.

Article 23  
The administrative department in charge of justice of the province, autonomous region, and municipality directly under the Central People's Government shall, when collecting fees for the registration of the representative institution and its representatives according to law, and the annual examination on the representative institution, strictly execute the same charging standards as those for the law firm and practicing lawyer of China ratified by the administrative department in charge of price control under the State Council.  The fees collected shall be turned in to the national treasury.

The administrative department in charge of justice of the province, autonomous region, and municipality directly under the Central People's Government shall execute the administrative punishment of imposing fine according to the provisions of the relevant laws and administrative regulations, and shall execute the rule that the decision to fine shall be separated from the collection of the fine.  The fine collected along with the illegal gains confiscated shall be turned in to the national treasury.

Chapter 5   Legal Liability

Article 24  
The representative institution or the representative which jeopardize the national security of China, public security or social administration order shall be lawfully prosecuted for criminal responsibility according to the provisions of the Criminal Law on the crime of espionage and sedition, crime against public security, or the crime against the social administration order, and concurrently be revoked of the practice license of this representative institution or the practice certificate of this representative by the administrative department in charge of justice under the State Council.  If it is too severe to apply the criminal responsibility, it shall be imposed security administration punishment according to law, and concurrently be revoked of the practice license of this representative institution or the practice certificate of this representative by the administrative department in charge of justice under the State Council.

Article 25  
The representative institution or the representative that, in violation of the provision of Article 15 herein, unlawfully engage in the legal service activity or other profit-making activities shall be ordered to stop the business within a specified time limit the administrative department in charge of justice of the people's government of the province, autonomous region, municipality directly under the Central People's Government.  If the circumstances are serious, the administrative department in charge of justice under the State Council shall be revoking the practice license or this representative institution or the practice certificate of this representative.

In case it has the unlawful behaviors referred to in the preceding Paragraph, the administrative department in charge of justice of the people's government of province, autonomous regions, and municipality directly under the Central People's Government shall confiscate its illegal gains, impose a fine of more than RMB 50,000 but less than RMB 200,000 respectively on the chief representative and other directly responsible representatives.

Article 26  
The representative institution that falls into one of the following circumstances shall be warned, ordered to make correction within a specified time limit by the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government.  If the circumstances are serious, it shall be ordered to stop the business within a specified time limit by the If the circumstances are serious, the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall order the cessation of the business. In case it does not make correction within the time limit, it shall be revoked of the practice license by the administrative department in charge of justice under the State Council:

(1) employing practicing lawyer of China, or assistant staff employed is engaged in the legal service;

(2) developing the legal service and collect the fee, but do not settle the accounts within the territory of China; or

(3) not submitting the annual examination report in time to accept the annual examination, or fail to pass the annual examination.

In case it has the unlawful behaviors listed in the Item (2) of the preceding Paragraph, the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall impose a fine of more than 1 time but less than 3 times of the money value that shall be settled within the territory of China.

Article 27  
The representative institution that falls into one of the following circumstances shall be warned, ordered to make correction within a specified time limit by the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government.  If the circumstances are serious, it shall be ordered to stop the business within a specified time limit by the If the circumstances are serious, the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall order the cessation of the business. In case it does not make correction within the time limit, it shall be revoked of the practice license by the administrative department in charge of justice under the State Council:

(1) employing practicing lawyer of China, or assistant staff employed is engaged in the legal service;

(2) developing the legal service and collect the fee, but do not settle the accounts within the territory of China; or

(3) not submitting the annual examination report in time to accept the annual examination, or fail to pass the annual examination.

In case it has the unlawful behaviors listed in the Item (2) of the preceding Paragraph, the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government shall impose a fine of more than 1 time but less than 3 times of the money value that shall be settled within the territory of China.

Article 28  
The written-off representative institution that transfers its property out of the territory of China before the debts are fully repaid shall be ordered to return all the transferred property for repaying the debts by the administrative department in charge of justice of the people's government of the province, autonomous region, and municipality directly under the Central People's Government.  If it causes damage to others' interests seriously, the chief representative and others directly responsible personnel shall be lawfully prosecuted for the criminal responsibility according to the provisions of the Criminal Law on the crime of concealment of property.  If it is too severe to apply the criminal punishment, the representative institution shall be imposed a fine of more than RMB 50,000 but less than RMB 300,000, and the chief representative and other directly responsible personnel be imposed a find of more than RMB 20,000 but less than RMB 100,000 by the administrative department in charge of justice of the people's government of the province, autonomous regions and municipality directly under the Central People's Government.

Article 29  
Any representative of the representative institution who provides false evidence, conceals facts or intimidates or induces another with the promise of gain to provide false evidence, conceal facts shall be prosecuted for the criminal responsibility according to the provisions of the Criminal Law on the crime of impairing testifying, and concurrently be revoked of the practice license by the administrative department in charge of justice under the State Council.

Article 30  
The foreign law firm, foreign lawyer or other foreign organization, individual that engages themselves in the legal service activities within the territory of China without authorization, or the representative institution or the representative whose practice license has been revoked and continuously engages itself in the legal service activities within the territory of China shall be outlawed, confiscated of the illegal gains, and concurrently be imposed a fine of more than RMB 50,000 but less than RMB 300,000 by the administrative department in charge of justice of the people's government of the province, autonomous regions, and municipality directly under the Central People's Government.

Article 31  
In case the representative institution is revoked of the practice license, the foreign law firm, which it belongs to, shall not establish any representative institution in China within 5 years.  In case the representative of the representative institution is revoked of the practice certificate according to the law, this representative shall not hold the post of representative of the representative institution in China within 5 years.

In case the representative of the representative institution is sentenced to criminal penalty according to law for endangering the national security of China, the public security or the social administration order, the law firm, which the representative institution where the representative works belongs to shall not apply to establish any representative institution in China, and this representative shall not, for life, hold post of the representative in the representative institution in China.

Article 32  
In case the staff of the administrative department in charge of justice commits one of the following behaviors, the supervisor bearing the responsibility or other directly responsible personnel shall be imposed disciplinary punishments of recording demerit, recording grand demerit, or demotion.

(1) Do not examine, rectify the certificate documents, materials of the representative institution to be established, proposed representative according to the conditions of these Regulations;

(2) Do not conduct the registration or the annual examination of the representative institution according to these Regulations; or

(3) Do not collect the fee according to the fee collection items, and the fee collection standards of this country.

Article 33  
In case the staff of the administrative department in charge of justice commits one of the following behaviors, the supervisor bearing the responsibility and other directly responsible personnel shall be imposed the disciplinary punishments of demotion, dismissal from office, or discharge.

(1) Decide to grant the practice license and practice certificate to the representative institution to be established or the proposed representative, which is not in accordance with the conditions of these Regulations.

(2) Take advantage of the their office to accept valuables, and seek personal gain.

(3) Do not revoke, withdraw the practice permit to the representative institution or representative which shall be revoked, and the practice license, practice certificate which shall be withdrawn, or do not cancel the practising registration which shall be cancelled, in accordance with these Regulations.

(4) Do not issue the fine receipt or do not truthfully fill in the amount of the fine when collecting the fine according to law.

(5) Do not execute the separation system of the confiscation of the fine, or do not turn the entire fee collected according to law, the fines confiscated, and the illegal gains confiscated to the national treasury in accordance with these Regulations.

(6) Do not investigate and handle the behaviors in violation of these Regulations of the representative institution and its representative.

(7) Do not strictly enforce the law or abuse the office and duty or other behaviors, and resulted in the serious consequence 

Anyone committing one of the unlawful behaviors listed in the preceding Paragraph, which causes serious harm to the public property, the benefits of this country and people, shall be lawfully prosecuted for the criminal responsibility according to the provisions of the criminal laws on the crime of abusing authority, crime of dereliction, or crime of accepting bribes. 

Chapter 6   Supplementary Rules

Article 34  
The administrative measure on the representative institution established in the mainland by the law firm in the separate tariff zone of China shall be separately enacted by the administrative department in charge of justice under the State Council according to the principles of these Regulations.

Article 35  
These Regulations shall take effects as of 1st January 2002.  The offices stationed in Chins of the foreign law firm which have already been on the trial opening phase, and the representative on the trial practicing phase under the approval of the administrative department in charge of justice under the State Council before the implementation of these Regulations shall reapply to go through the examination and approval formalities within 90 days upon the effective date of these Regulations.