Provisional Regulations on the Setting up of Offices by Foreign Law Firms within the Territory of China
co-issued by The Ministry of Justice and the State Administration for Industry and Commerce

Chapter I General Provisions

I. These regulations are specially formulated to promote economic and trade development and exchange of legal affairs with other countries and to administer foreign law firms’ establishment of offices within Chinese territory.

II. With the approval of the Ministry of Justice the People’s Republic of China and the registration of the State Administration for Industry and Commerce of the People’s Republic of China, foreign law firms may establish offices within Chinese territory.

III. Without approval and registration, foreign law firms may not establish offices within Chinese territory or commence the various business activities permitted by these regulations, and they may not engage in legal service activities in the name of consultants, business companies, etc.

IV. The offices established in Chinese territory by foreign law firms (hereinafter called “offices of foreign law firms”) and their members shall abide by Chinese law and shall not infringe upon China’s national security, public interest, and the legitimate rights of Chinese citizens and legal persons.

V. The offices of foreign law firms and their members engaging in activities within the scope of these regulations shall be protected by Chinese law.

VI. In accordance with the principle of mutual benefit, if the country of a foreign law firm permits Chinese law firms to establish offices and organisations within its territory, then that foreign law firm may, according to these regulations, establish offices within Chinese territory.

Chapter II Establishment and Termination

VII. A foreign law firm that wishes to establish an office within Chinese territory should forward a written application directly to the Ministry of Justice of the People’s Republic of China or through the justice bureaux of in the proposed location of the office to the Ministry of Justice. The Ministry of Justice of the
People’s Republic of China will examine the application, decide within 60 days whether or not to approve the application, and issue a notification to the applicant.

VIII. A foreign law firm that wishes to apply to establish an office within Chinese territory should submit the following material (one true copy and two sets of copies) to the Ministry of Justice of the People’s Republic of China:
(1) A written application signed by the legal representative or a major partner of that foreign law firm, the contents of which should include the following:

(i) The name of the organisation;
(ii) The reasons for the establishment of the office;
(iii) The basic situation of that foreign law firm;
(iv) Brief biographies of the principal representative and other members of that office;
(v) The scope of business;
(vi) The term of stationing and location of the office.

(2) A legal certificate for the commencement of business (a copy) and a letter of recommendation issued by the supervisory department or organisation of the country of that law firm;

(3) A letter of authorization issued by the law firm to appoint the principal representative of the office;

(4) Qualifications certificates (copies) of the lawyers to be stationed at the office;

(5) A written assurance stating willingness to abide by Chinese law and be supervised and administered by the departments concerned in China;

(6) Legal provisions or documents of the country of that law firm to permit foreign law firms to establish offices within its territory.

The aforesaid required application must be written in Chinese, and Chinese translations must be attached to other material. The certifications required in Provisions (2), (3) and (4) must be notarized by a notary of the country of that law firm and certified by the People’s Republic of China embassy or consulate in that
country.

IX. Applicants should collect, within 60 days of the receipt of the approval notification, the approval certificate at the time and venue designated by the Ministry of Justice of the People’s Republic of China.
Applications should apply for registration within 30 days of the issue of the approval certificate at the State Administration for Industry and Commerce of the People’s Republic of China. The approval certificate will automatically expire in the case of applicants that do not process application for registration before the
deadline.

X. An office of a foreign law firm shall be named “xx Law Firm, xx (name of city) Office.”

XI. The term of stationing of an office of a foreign law firm in a particular place shall be five years. The term may be extended upon expiry subject to approval. The term commences as from the date of issue of the registration certificate.

XII. An office of a foreign law firm that wishes to change the name of the organisation, the scope of business, its stationing location or its principal representative should forward a written application to the original organisation of approval. The approval documents should be submitted within 30 days of the granting of approval to the original organisation of registration to apply to process registration changes.

XIII. An office of a foreign law firm that wishes to terminate its business activities upon or before the expiry of its term of stationing should forward a written notification 60 days in advance to the original organisation of approval and the organisation of registration and, after the settlement of taxes, liabilities and other
matters, process the cancellation of registration at the original organisation of registration.

XIV. Foreign law firms are directly responsible for the taxes and liabilities of their offices in Chinese territory.

Chapter III Business

XV. An office of a foreign law firm and its members may engage in the following business activities:

(1) To provide to its clients consultative services on the laws of the country in which the lawyers of that law firm have been granted approval to engage in legal business and on the international treaties, international commercial laws and international practices concerned;

(2) To be commissioned by its clients or by Chinese law firms to process legal matters of the country in which the lawyers of that law firm have been granted approval to engage in legal business;

(3) To commission, on behalf of foreign clients, Chinese law firms to process legal matters in Chinese territory.

XVI. The offices of foreign law firms and their members shall not engage in the following business activities:

(1) To be commissioned to handle Chinese legal affairs;
(2) To interpret Chinese law to their clients;
(3) To engage in other business activities prohibitory to foreigners by Chinese law.

XVII. The employment of staff of the offices of foreign law firms shall be in accordance with the regulations concerned governing the administration of the personnel of permanent representing organisations of foreign enterprises.
The offices of foreign law firms shall not employ Chinese lawyers.

XVIII. In the course of business activities, the offices of foreign law firms may collect fees from their clients. Fees pertaining to business activities conducted in Chinese territory should be settled within Chinese territory. The approval and registration organisations must be notified of the manner and standard of fee
collection.

Chapter IV Management
XIX. The Ministry of Justice of the People’s Republic of China is the supervisory government department of the offices of foreign law firms. It carries out the centralized management, supervision and examination of the business activities of the offices established in China by foreign law firms.
The Ministry of Justice of the People’s Republic of China has authorised the justice bureaux of the provinces, autonomous zones and municipalities in which the offices of foreign law firms are situated to carry out, in accordance with these Provisional Regulations, the management, supervision and examination of the
business activities of the offices of foreign law firms.

XX. The offices of foreign law firms and their members should abide by Chinese law in all activities regarding entry and exit, residence, taxation, foreign exchange control, accountancy and other areas and be managed and supervised by the supervisory organisations of the Chinese government.

XXI. Foreign law firms that establish offices within Chinese territory should pay a procedure fee to the approval organisation and, when applying for registration, a registration fee to the registration organisation.

XXII. An office of a foreign law firm shall, before the 31st January of each year, submit, to the department (bureau) of judiciary in the place where it is stationed, a report (in triplicate) written in Chinese covering its business activities, incomes and expenditures, taxes paid and other circumstances concerned in the previous year.
An office of a foreign law firm shall, 30 days before the expiry of the registration certificate issued by the registration organisation, apply at the State Administration for Industry and Commerce to process procedures for the renewal of the certificate.

XXIII. The Ministry of Justice of the People’s Republic of China and the provincial, autonomous zone or municipal justice bureaux authorized by it may, according to the gravity of the circumstances, mete out penalties to the offices of foreign law firms that contravene these Regulations by issuing warnings or orders for the termination of business or the revocation of approval. The State Administration for Industry and Commerce and the local industrial and commercial administration and management organisations authorised by it may, in conformity with the legal provisions governing industrial and commercial administration and management, mete out penalties in the form of fines, the confiscation of unlawful
gains or the revocation of registration.

Chapter V Supplementary Provisions

XXIV. Foreign law firms that wish to establish permanent representatives in China shall abide by these Provisional Regulations.

XXV. Law firms in Hong Kong and Macau that wish to establish offices or permanent representatives in China shall provisionally abide by these Provisional Regulations.

XXVI. These Provisional Regulations are subject to the interpretation of the Ministry of Justice of the People’s Republic of China.

XXVII.These Provisional Regulations shall be effective as from the date of promulgation.