Legal Profession (Law Practice Entities) Rules 2015

No. S 699

Legal Profession Act

(CHAPTER 161)

Legal Profession
(Law Practice Entities) Rules 2015

In exercise of the powers conferred by sections 136, 150, 166 and 184 of the Legal Profession Act, the Minister for Law makes the following Rules:

PART 1

PRELIMINARY

Citation and commencement

1.  These Rules may be cited as the Legal Profession (Law Practice Entities) Rules 2015 and come into operation on 18 November 2015.

Definitions

2.—(1)  In these Rules, unless the context otherwise requires —

“appellate court” means the court to which an appeal against a decision of the Singapore International Commercial Court is to be made under section 29C of the Supreme Court of Judicature Act 1969;

[S 752/2022 wef 01/10/2022]

“Central Provident Fund Board” means the Central Provident Fund Board constituted under section 3 of the Central Provident Fund Act (Cap. 36);

“client account” has the same meaning as in rule 2(1) of the Legal Profession (Solicitors’ Accounts) Rules (R 8);

“conveyancing account”, “conveyancing (CPF) account” and “conveyancing money” have the same meanings as in rule 2(2) of the Conveyancing and Law of Property (Conveyancing) Rules 2011 (G.N. No. S 391/2011);

“equity holding director”, in relation to a law corporation or a foreign law practice constituted as a corporation, means a director of the law corporation or foreign law practice who holds equity interests in the law corporation or foreign law practice (as the case may be);

[S 480/2018 wef 01/08/2018]

“foreign group practice” means 2 or more licensed foreign law practices which practise in mutual cooperation, and which expressly practise as a group under a group name;

[S 480/2018 wef 01/08/2018]

“relevant appeal”, “relevant proceedings” and “Singapore International Commercial Court” have the same meanings as in section 36O(1) of the Act;

“section 36P(1A) proceedings” means any relevant proceedings, relevant appeal, or proceedings that are preliminary to any relevant proceedings or relevant appeal, prescribed by the Legal Profession (Representation in Singapore International Commercial Court) Rules 2014 (G.N. No. S 851/2014) for the purposes of section 36P(1A) of the Act;

[S 752/2022 wef 01/10/2022]

“Singapore group practice” means 2 or more Singapore law practices which practise in mutual cooperation, and which expressly practise as a group under a group name, and includes a group practice (however constituted) referred to in rule 41(15).

[S 480/2018 wef 01/08/2018]

(2)  For the purposes of these Rules, a law corporation and a law firm (being a sole proprietorship) are related if —

(a) every shareholder of the law corporation is the sole proprietor, a consultant or an employee of the law firm; and

(b) every director, consultant or employee of the law corporation is the sole proprietor, a consultant or an employee of the law firm.

(3)  For the purposes of these Rules, a law corporation and a law firm (being a partnership of 2 or more solicitors) are related if —

(a) every shareholder of the law corporation is a partner, a consultant or an employee of the law firm; and

(b) every director, consultant or employee of the law corporation is a partner, a consultant or an employee of the law firm.

(4)  For the purposes of these Rules, a law corporation and a limited liability law partnership are related if —

(a) either of the following applies:

(i) the limited liability law partnership is the sole shareholder of the law corporation;

(ii) every shareholder of the law corporation is a partner, a consultant or an employee of the limited liability law partnership; and

(b) every director, consultant or employee of the law corporation is a partner, a consultant or an employee of the limited liability law partnership.

(5)  For the purposes of these Rules, 2 law corporations are related if —

(a) either of the following applies:

(i) the first law corporation is the sole shareholder of the second law corporation;

(ii) every shareholder of the second law corporation is either or both of the following:

(A) a shareholder of the first law corporation;

(B) a director, a consultant or an employee of the first law corporation; and

(b) every director, consultant or employee of the second law corporation is a director, a consultant or an employee of the first law corporation.

Threshold requirements for Singapore law practice

3.—(1)  Every Singapore law practice must satisfy all of the following requirements (called in these Rules the general threshold requirements):

(a) the number of solicitors practising in the Singapore law practice is at least 2 times the total number of regulated foreign lawyers (if any) who practise in, are directors, partners or shareholders in, or share in the profits of, the Singapore law practice;

(b) the number of solicitors who are partners, directors or managers (as the case may be) of the Singapore law practice is at least 2 times the total number of regulated foreign lawyers (if any) who are partners or directors (as the case may be) of the Singapore law practice;

(c) the managing partner, managing director or manager (as the case may be) of the Singapore law practice is a solicitor;

(d) the regulated foreign lawyers (if any) who practise in, who are directors, partners or shareholders in, or who share in the profits of, the Singapore law practice, and the foreign law practices (if any) which have approval under section 176(9) of the Act to be shareholders in or to share in the profits of the Singapore law practice, collectively —

(i) are entitled to exercise or control the exercise of not more than one‑third of the total voting rights exercisable in respect of the management of the Singapore law practice;

(ii) are entitled to exercise or control the exercise of not more than one‑third of the total voting rights exercisable by the partners or shareholders (as the case may be) of the Singapore law practice; and

(iii) hold not more than one‑third of the total value of equity interests in the Singapore law practice;

(e) the regulated non‑practitioners (if any) in the Singapore law practice —

(i) are entitled to exercise or control the exercise of not more than 25% of the total voting rights exercisable in respect of the management of the Singapore law practice;

(ii) are entitled to exercise or control the exercise of not more than 25% of the total voting rights exercisable by the partners or shareholders (as the case may be) in the Singapore law practice; and

(iii) hold not more than 25% of the total value of equity interests in the Singapore law practice;

(f) where there are one or more regulated foreign lawyers who practise in, who are directors, partners or shareholders in, or who share in the profits of, the Singapore law practice, or one or more foreign law practices which have approval under section 176(9) of the Act to be shareholders in or to share in the profits of the Singapore law practice, and there are one or more regulated non‑practitioners in the Singapore law practice, all of them collectively —

(i) are entitled to exercise or control the exercise of not more than 35% of the total voting rights exercisable in respect of the management of the Singapore law practice;

(ii) are entitled to exercise or control the exercise of not more than 35% of the total voting rights exercisable by the partners or shareholders (as the case may be) in the Singapore law practice; and

(iii) hold not more than 35% of the total value of equity interests in the Singapore law practice.

(2)  Every Singapore law practice that distributes its profits to any person who is not a solicitor practising in the Singapore law practice must satisfy all of the following requirements (called in these Rules the profit threshold requirements):

(a) the total amount of payments made by the Singapore law practice, during any financial year of the Singapore law practice, to all of the following does not exceed one‑third of the total profits of the Singapore law practice during that financial year, based on the audited financial statement of the Singapore law practice for that financial year:

(i) foreign lawyers (if any) who have approval under section 176(1) of the Act to share in the profits of the Singapore law practice;

(ii) foreign law practices (if any) which have approval under section 176(9) of the Act to share in the profits of the Singapore law practice;

(b) the total amount of payments made by the Singapore law practice, during any financial year of the Singapore law practice, to regulated non‑practitioners (if any) who have been registered under section 36G of the Act to share in the profits of the Singapore law practice does not exceed 25% of the total profits of the Singapore law practice during that financial year, based on the audited financial statement of the Singapore law practice for that financial year;

(c) where —

(i) there are one or more foreign lawyers or foreign law practices who or which have approval under section 176(1) or (9), as the case may be, of the Act to share in the profits of the Singapore law practice; and

(ii) there are one or more regulated non‑practitioners (if any) who have been registered under section 36G of the Act to share in the profits of the Singapore law practice,

the total amount of payments made by the Singapore law practice, during any financial year of the Singapore law practice, to all of them, collectively, does not exceed 35% of the total profits of the Singapore law practice during that financial year, based on the audited financial statement of the Singapore law practice for that financial year.

(3)  In paragraphs (1) and (2), “solicitor” means a solicitor practising in a Singapore law practice who —

(a) has in force a practising certificate; and

(b) is not a nominee of any foreign law practice or foreign lawyer in respect of the management of, or the control of any voting power or equity interest in, the Singapore law practice.

(4)  For the purposes of paragraph (3), a solicitor is deemed to be a nominee of a foreign law practice or foreign lawyer if that solicitor is accustomed, or under an obligation whether formal or informal, to act in accordance with the directions, instructions or wishes of that foreign law practice or foreign lawyer.

PART 2

LAW FIRMS

Application of this Part

4.  This Part applies to every law firm.

Licensing of law firm

5.—(1)  An application under section 131(1) of the Act for the issue of a law firm licence, and the approval of the name or proposed name of a law firm, must be made in such form as the Director of Legal Services may require, and must be accompanied by —

(a) such documents, particulars and information as the Director of Legal Services may require; and

(b) the appropriate fee specified in the First Schedule.

(2)  The Director of Legal Services may, in the interests of the legal profession or the public, reject the application.

(3)  If, at any time after a law firm licence is issued under section 131(3) of the Act, the Director of Legal Services is satisfied that the application for the licence, or any certificate or other document accompanying that application, contains any substantially false statement or a suppression of any material fact, or that any such certificate or document was obtained by fraud or misrepresentation, the Director of Legal Services may cancel the licence.

(4)  For the purposes of section 131(4) of the Act, a law firm licence issued to a law firm is subject to the condition that the law firm satisfies all general threshold requirements and all profit threshold requirements so long as the licence is in force.

(5)  The prescribed date for the purposes of section 131(7) of the Act is 18 November 2015.

(6)  With effect from 18 November 2015, any application which was made before that date under rule 4(2) of the revoked Legal Profession (Naming of Law Firms) Rules (R 16, 1997 Ed.) as in force immediately before that date, and which is pending immediately before that date, is to be treated, on and after that date, as an application under section 131(1) of the Act.

(7)  The Society may transfer to the Director of Legal Services the particulars of and any documents relating to any application referred to in paragraph (6).

Name of law firm

6.—(1)  For the purposes of section 132(1) of the Act, the Director of Legal Services must not approve the name or proposed name of a law firm if, in the opinion of the Director of Legal Services, the name or proposed name —

(a) is misleading or detracts from the dignity of the legal profession;

(b) is so similar to the name of another law practice entity, Singapore group practice or foreign group practice as to be likely to be confused with that other law practice entity, Singapore group practice or foreign group practice; or

(c) is inconsistent with any rules made under section 71(2) of the Act.

(2)  The name of a law firm cannot be changed without the prior approval in writing of the Director of Legal Services.

Language of name of law firm

7.  The name of a law firm must be stated in the English language; but the name may, with the approval in writing of the Director of Legal Services, also be stated in any of the other official languages.

Contents of name of law firm

8.—(1)  The name of a law firm may —

(a) consist of the name or part of the name of any existing sole proprietor or existing partner of the law firm;

(b) consist of the names or parts of the names of 2 or more of the existing partners of the law firm; or

(c) with the approval of the Director of Legal Services, consist wholly or partly of the name or part of the name of any former sole proprietor or former partner of the law firm.

(2)  The name or part of the name of any existing sole proprietor or existing partner of a law firm which is to constitute the name of the law firm must be in accordance with the name of that sole proprietor or partner that appears in the practising certificate of that sole proprietor or partner at the time of the application under section 131(1) of the Act.

Initials and acronyms

9.—(1)  Subject to paragraph (2), the name of a law firm must not consist of any acronym or solely of initials, but may include the initials or part of the initials of any existing or former sole proprietor or partner of the law firm.

(2)  Subject to rule 10, the name of a law firm may, in a logo of the law firm, be stated in the form of an acronym or by initials only.

Name of law firm not to be descriptive of services provided

10.—(1)  Subject to paragraph (2), the name of a law firm must not contain any words which are descriptive of the services provided by, or the areas of practice of, the law firm.

(2)  The words “A Law Firm” or “Advocates and Solicitors” may appear immediately after the name of a law firm.

Notification of change of particulars

11.  Every law firm must, within 7 days after any change in any of the following particulars or in such other particulars of the law firm as the Director of Legal Services may require in any specific case, notify the Director of Legal Services of such change:

(a) the particulars of its sole proprietor or partners;

(b) the address of its registered office;

(c) the number of its branch offices in Singapore or elsewhere (if any);

(d) its telephone number and email address.

[S 480/2018 wef 01/08/2018]

Submission of lodged documents

12.  Every law firm must, within 7 days after lodging any document with the Registrar of Businesses, submit to the Director of Legal Services a copy of the lodged document, if required by the Director of Legal Services to do so.

Appeal against decision of Director of Legal Services

13.—(1)  An appeal under section 134(1) of the Act against a decision of the Director of Legal Services must be made within 28 days after the date of the decision that is appealed against.

(2)  The appeal must be made in writing and must specify the grounds on which it is made.

PART 3

LIMITED LIABILITY LAW PARTNERSHIPS

Licensing of limited liability law partnership

14.—(1)  An application under section 138(1) of the Act for the issue of a limited liability law partnership licence, and the approval of the name or proposed name of a limited liability law partnership, must be made in such form as the Director of Legal Services may require and must be accompanied by —

(a) such documents, particulars and information as the Director of Legal Services may require; and

(b) the appropriate fee specified in the First Schedule.

(2)  The Director of Legal Services may, in the interests of the legal profession or the public, reject the application.

(3)  If, at any time after a limited liability law partnership licence is issued under section 138(3) of the Act, the Director of Legal Services is satisfied that the application for the licence, or any certificate or other document accompanying that application, contains any substantially false statement or a suppression of any material fact, or that any such certificate or document was obtained by fraud or misrepresentation, the Director of Legal Services may cancel the licence.

(4)  For the purposes of section 138(4) of the Act, a limited liability law partnership licence issued to a limited liability law partnership is subject to the condition that the limited liability law partnership satisfies all general threshold requirements and all profit threshold requirements so long as the licence is in force.

(5)  The prescribed date for the purposes of section 138(7) and (9) of the Act is 18 November 2015.

Name of limited liability law partnership

15.—(1)  The name of a limited liability law partnership must be stated in the English language; but the name may, with the approval in writing of the Director of Legal Services, also be stated in any of the other official languages.

(2)  For the purposes of section 139(1) of the Act, the Director of Legal Services must not approve the name or proposed name of a limited liability law partnership if, in the opinion of the Director of Legal Services, the name or proposed name —

(a) is misleading or detracts from the dignity of the legal profession;

(b) is so similar to the name of another law practice entity, Singapore group practice or foreign group practice as to be likely to be confused with that other law practice entity, Singapore group practice or foreign group practice; or

(c) is inconsistent with any rules made under section 71(2) of the Act.

(3)  The name of a limited liability law partnership cannot be changed without the prior approval in writing of the Director of Legal Services.

(4)  With effect from 18 November 2015, any application which was made before that date for the approval in writing of the Council under the repealed section 81R(3) of the Act as in force immediately before that date, and which is pending immediately before that date, is to be treated, on and after that date, as an application for the approval in writing of the Director of Legal Services under paragraph (3).

(5)  The Society may transfer to the Director of Legal Services the particulars of and any documents relating to any application referred to in paragraph (4).

Primary business

16.  The primary business of a limited liability law partnership is the supply of legal services.

Partners

17.  Every partner of a limited liability law partnership must be —

(a) a solicitor who has in force a practising certificate;

(b) a foreign lawyer —

(i) who —

(A) is registered under section 36B or 36C of the Act, and practises in the limited liability law partnership; or

(B) is registered under section 36D of the Act in relation to the limited liability law partnership; and

(ii) who has approval under section 176(1) of the Act to be a partner in the limited liability law partnership; or

(c) an individual registered under section 36G of the Act as a regulated non‑practitioner.

Notification of transfer of business

18.—(1)  Every limited liability law partnership to which the business of a law firm or law corporation has been transferred must, within 7 days after the transfer, give notice in writing to every client of the law firm or law corporation of the transfer and that with effect from the date of the transfer —

(a) the limited liability law partnership replaces the law firm or law corporation as the provider of legal services to the client;

(b) the possession of any documents held by the law firm or law corporation for or on behalf of that client are transferred to the limited liability law partnership to be held for or on behalf of that client; and

(c) any money or funds held by the law firm or law corporation for or on account of that client are transferred to the limited liability law partnership to be held for or on account of that client.

(2)  Every client to whom a notice under paragraph (1) has been given must, if the client objects to any of the matters referred to in paragraph (1)(a), (b) or (c), notify the limited liability law partnership of such objection within 14 days after the receipt of the notice.

(3)  Every client who does not give notice of the client’s objection under paragraph (2) is to be treated as having consented to the matters specified in paragraph (1)(a), (b) and (c).

Notification of change of particulars

19.  Every limited liability law partnership must, within 7 days after any change in any of the following particulars or in such other particulars of the limited liability law partnership as the Director of Legal Services may require in any specific case, notify the Director of Legal Services of such change:

(a) the particulars of its partners;

(b) the address of its registered office;

(c) the number of its branch offices in Singapore or elsewhere (if any);

(d) its telephone number and email address.

[S 480/2018 wef 01/08/2018]

Submission of lodged documents

20.  Every limited liability law partnership must, within 7 days after lodging any document with the Registrar of Limited Liability Partnerships, submit to the Director of Legal Services a copy of the lodged document, if required by the Director of Legal Services to do so.

Accounts

21.  The following Rules relating to the keeping of accounts by solicitors apply, with the necessary modifications, to limited liability law partnerships:

(a) the Legal Profession (Deposit Interest) Rules (R 5);

(b) the Legal Profession (Solicitors’ Accounts) Rules (R 8);

(c) the Legal Profession (Solicitors’ Trust Accounts) Rules (R 9);

(d) the Legal Profession (Accountant’s Report) Rules (R 10).

Relationship between client and limited liability law partnership with related law corporation

22.  Section 141(1) and (2) of the Act does not prevent a regulated legal practitioner who is a partner, an officer or an employee of a limited liability law partnership from practising concurrently in a law corporation that is related to the limited liability law partnership.

Holding of shares in related law corporation

23.—(1)  The exception to section 142(3)(a) of the Act is that a solicitor who is a partner or an employee of a limited liability law partnership may hold shares in a law corporation that is related to the limited liability law partnership.

(2)  The exception to section 142(5)(a)(i) of the Act is that a regulated foreign lawyer who is a partner or an employee of a limited liability law partnership may hold shares in a law corporation that is related to the limited liability law partnership.

(3)  The exception to section 142(5)(b)(i) of the Act is that a regulated non‑practitioner who is a partner or an employee of a limited liability law partnership may hold shares in a law corporation that is related to the limited liability law partnership.

Concurrent appointments in limited liability law partnership and in related law corporation

24.—(1)  Section 142(3)(b) of the Act does not apply to a solicitor who holds concurrent appointments as —

(a) a partner or an employee of a limited liability law partnership; and

(b) a director, a consultant or an employee of a law corporation that is related to the limited liability law partnership.

(2)  Section 142(5)(a)(ii) of the Act does not apply to a regulated foreign lawyer who holds concurrent appointments as —

(a) a partner or an employee of a limited liability law partnership; and

(b) a director, a consultant or an employee of a law corporation that is related to the limited liability law partnership.

(3)  Section 142(5)(b)(ii) of the Act does not apply to a regulated non‑practitioner who holds concurrent appointments as —

(a) a partner or an employee of a limited liability law partnership; and

(b) a director or an employee of a law corporation that is related to the limited liability law partnership.

Appeal against decision of Director of Legal Services

25.—(1)  An appeal under section 146(1) of the Act against a decision of the Director of Legal Services must be made within 28 days after the date of the decision that is appealed against.

(2)  The appeal must be made in writing and must specify the grounds on which it is made.

 

Made on 6 November 2015.

NG HOW YUE

Permanent Secretary,
Ministry of Law,
Singapore.

[LAW 32/001/8.28 Vol. 1; AG/LEGIS/SL/161/2015/7 Vol. 3]

(To be presented to Parliament under section 131 (renumbered as section 185 from 18 November 2015) of the Legal Profession Act).