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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II ESTABLISHMENT CHAPTER III PARTNERS CHAPTER IV INTERNAL MANAGEMENT CHAPTER V DISSOLUTION AND LIQUIDATION CHAPTER VI SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1. With a view to regulating the acts of partnership law firms and ensuring the sound development of the partnership law firms, the present Measures are formulated in accordance with the Law of the People's Republic of China on Lawyers (hereinafter referred to the Law on Lawyers). Article 2. A partnership law firm refers to an institution lawfully established by partners according to a partnership agreement, in which the partner-lawyers shall practice law by making joint contributions, adopting joint management and sharing yields and risks. The properties of a partnership law firm shall belong to the partners, who shall bear unlimited joint and several liabilities for the debts of the law firm. Article 3. A partnership law firm shall independently carry out business operations in accordance with the law. Article 4. A partnership law firm and its lawyers shall abide by the lawyers' professional ethics and practicing disciplines. A partnership law firm and its lawyers shall not engage in any commercial operations. Article 5. A partnership law firm and its lawyers shall accept the guidance and supervision of the judicial administrative organ and the association of lawyers. The lawyers of a partnership law firm shall accept the management and supervision thereof. CHAPTER II ESTABLISHMENT Article 6. Anyone who applies for establishing a partnership law firm shall meet the following conditions: (1) Having its own name, residence and articles of association; (2) Having a written partnership agreement; (3) Having 3 or more partners; and (4) Having an asset of RMB 100,000 yuan or more. Article 7. A partnership agreement shall contain the following items: (1) The partners, including their respective name, residence and number of ID card; (2) The total amount of the to-be-registered capital of the law firm, and the method and proportion of the contributions of the partners; (3) The rights and obligations of the partners; (4) The duties of the partners' meetings, decision-making rules and procedures, the law firm's internal management system; (5) Proportion of and method for the distribution of profits among the partners, and the method for bearing debts; (6) The conditions and procedures for the partners' joining, withdrawal and expulsion from the partnership; (7) The interpretation and modification of the partnership agreement and articles of association; (8) The methods and procedures for settling the disputes among the partners, and liabilities for breach of the partnership agreement; (9) The dissolution and liquidation of the law firm; and (10) Other items that the partners believe necessary to specify. Article 8. The partnership agreement shall be concluded by all partners upon negotiation and bear the signatures of all of them. The partnership agreement shall come into effect as of the date on which the partnership law firm is registered upon approval. Article 9. In the establishment of a partnership law firm, if there is any matter not specified in the present Measures, it shall be handled according to the Administrative Measures for the Registration of Law Firms. CHAPTER III PARTNERS Article 10. A partner refers to a lawyer who joins a partnership law firm, participates in its internal management, and shall bear unlimited joint and several liabilities for its debts. Article 11. A partner shall meet the following conditions: (1) Having acquired a practicing certificate for full-time lawyers; (2) Having practiced law for 5 years or more; and (3) Having been given no administrative punishment as severe as or more severe than the suspension of practicing law within 3 recent years before he (she) becomes a partner. Article 12. A partner shall enjoy the following rights: (1) To attend the partners' meeting and exercise the right to vote; (2) To elect or to be elected as the director of the law firm or person-in-charge of the managerial institution; (3) To propose to modify the partnership agreement, the articles of association and internal management rules and bylaws; (4) To supervise the implementation of the resolutions of the partners' meeting, supervise the practice and internal management activities of the law firm; (5) To withdraw from the partnership under the partnership agreement; (6) To have the ownership of the properties of the law firm and the right to distribute the yields of the law firm; and (7) Other rights stipulated in partnership agreement. Article 13. A partner shall undertake the following duties: (1) To exercise relevant supervisory and managerial duties under the partnership agreement; (2) To abide by the partnership agreement, the articles of association and the internal management rules and bylaws of the law firm; (3) To implement the resolutions of the partners' meeting; (4) To conduct professional ethics and practicing discipline education to the employed lawyers, to conduct examination and supervision over their practicing activities; (5) To bear unlimited joint and several liabilities for the debts of the law firm; and (6) To perform other duties stipulated in the partnership agreement. Article 14. A partner shall be a full-time lawyer of the law firm. A full-time lawyer of another law firm shall not be a partner of the law firm. Article 15. Where a partnership law firm accepts a new partner, it shall comply with the conditions and procedures stipulated in the partnership agreement and shall conclude a written agreement. Article 16. Where a partner withdraws from the partnership, he shall comply with the conditions and procedures stipulated in the partnership agreement. If no requirement for the time of withdrawal is stipulated in the partnership agreement, the withdrawing partner shall inform the other partners 3 months prior to the withdrawal. Article 17. Where a partner seriously violates the lawyers' professional ethics or practicing disciplines, or results in any severe loss to the law firm due to his (her) fault, the partners' meeting may expulse him (her) according to the partnership agreement. Where a practicing certificate of a partner is revoked, he (she) shall be expulsed by the partners' meeting. When a partner withdraws from the partnership or is expulsed, he (she) is entitled to acquire his or her portion of the assets and yields of other property interests stipulated in the partnership agreement, and shall bear relevant obligations. Article 18. With regard to a deceased partner or a partner who is announced dead, under the partnership agreement his (her) legitimate inheritors are entitled to obtain his or her portion of the assets and yields or any other property interests from the partnership law firm upon decease of the partner. Article 19. After a partnership law firm replaces any partner, it shall undergo the formalities for modifying the registration in the original registration organ. CHAPTER IV INTERNAL MANAGEMENT Article 20. A partnership law firm shall establish a partners' meeting. The partners' meeting shall be formed by all partners. The form, convening method and vote measures shall be stipulated by the partnership agreement. Article 21. The partners' meeting shall perform the following duties: (1) To formulate development plans and annual work plans of the law firm; (2) To elect the director of the law firm and the person-in-charge of the managerial institution; (3) To formulate internal management rules and bylaws of the law firm; (4) To deliberate the annual work summary report of the law firm; (5) To deliberate the annual financial budget, settlement report, yields distribution plan and important expenses; (6) To make decisions about the joining, withdrawal and expulsion of the law firm; (7) To deliberate the awards and punishments to the lawyers of the law firm; (8) To modify the partnership agreement and articles of association of the law firm; (9) To decide the modification and termination matters of this law firm; and (10) Other significant matters necessary to be deliberated. Article 22. The partners' meeting shall, according to the convening method, the rules and process of procedures, and voting measures, decide and handle the important affairs of the law firm. Any resolution of the partners' meeting and the information on deliberation and vote shall be recorded in writing and shall bear the signatures of partners who attend the meeting. Article 23. A partnership law firm may, if necessary, establish a routine managerial institution, which shall be responsible for executing the resolutions of the partners' meeting and managing the routine affairs of the law firm. Article 24. The director of a partnership law firm represents the law firm to the outside, his (her) duties shall be stipulated in the partnership agreement. The director of a partnership law firm shall be appointed according to the partnership agreement and the articles of association of the law firm, and shall be reported to the judicial administrative organ and the association of lawyers for archival purposes. Article 25. A partnership law firm shall, in accordance with the Law on Lawyers and the regulations of the judicial administrative organ and the association of lawyers, establish a sound internal managerial system, and shall report it to the judicial administrative organ and the association of lawyers for archival purposes. Article 26. A partnership law firm shall manage its internal affairs in a unified way. It shall not, in any form, give up the management over its instrumentalities, branch institutions, lawyers and other personnel. Article 27. With regard to any legal affair undertaken by a partnership law firm, the law firm shall conclude an entrustment contract with the client, shall charge service fees and case-handling fees in a unified way. No partner or employed lawyer may privately charge any service fee and case-handling fee. Article 28. When a partnership law firm accepts any legal affair, it shall conduct examination over the interest conflicts so as to avoid them. Article 29. When a partners employs lawyers or other personnel, it shall conclude employment contracts with them in pursuance of the relevant provisions of the state, and shall buy old-age insurance, medical and other social insurances for the employees. Article 30. A partnership law firm shall establish rules and bylaws on professional training, professional ethics education, service quality supervision, important case study, annual summary and performance evaluation, and liabilities for faults in practicing law, etc. Article 31. A partnership law firm shall, in pursuance of the relevant provisions of the state, establish sound rules and bylaws on financial management, shall intensify the financial management. Article 32. A partnership law firm shall, under relevant provisions of the state, formulate a distribution system by following the principle of labor-based distribution and concurrent attention to fairness. Article 33. A partnership law firm shall establish rules and bylaws on complaint investigation and punishment. With regard to a lawyer or any of the other personnel who violates the articles of association and managerial rules and bylaws, he (she) shall, in light of the nature of his (her) act and the seriousness of the circumstance, be given a warning, dismissed or expulsed. Article 34. During the continuance period of partnership, the common properties of the partners shall be managed by the law firm in a unified way, which shall not be divided, misappropriated or disposed of unless it is so decided by the partners' meeting. Article 35. A partnership law firm shall, in accordance with relevant regulations, buy practicing lawyer liability insurance. Article 36. A partnership law firm shall, according to relevant regulations, submit business statistic statements, and annual financial accounting statements upon audit of an audit institution, to the judicial administrative organ. CHAPTER V DISSOLUTION AND LIQUIDATION Article 37. A partnership law firm shall be dissolved if it is under any of the following circumstances: (1) The law firm already has less than 3 partners and fails to have enough number of partners within 3 months; (2) The law firm already has assets valuing less than 100,000 yuan and fails to get an adequate amount within 3 months; (3) Any termination reason stipulated in the partnership agreement occurs; (4) The partners' meeting decides to dissolve the law firm; (5) The practicing license is revoked in pursuance of law; or (6) Other circumstances that the law firm shall be dissolved according to relevant laws, regulations and rules. Article 38. Where a partnership law firm decides to be dissolved, it shall form a liquidation institution within 15 days. The liquidation institution shall be formed by all partners, or the partners' meeting may designate several partners as liquidators. The liquidation institution shall, within 10 days from the day when it is formed, inform the clients and creditors with outstanding entrustment affairs and shall make an announcement in a newspaper and periodical specified by the judicial administrative organ. Article 39. The liquidation institution shall, in pursuance of law, liquidate the assets of the partnership law firm, formulate financial liquidation statements and property checklists, settle the outstanding affairs, liquidate the credits and debts and dispose of the remained assets after paying off the debts. Article 40. After the partnership law firm has paid off all debts, partners may distribute the remained assets according to the partnership agreement. Where the asset of the partnership law firm is not enough to pay off its debts, the partners shall bear joint and several liabilities for the remained debts according to the partnership agreement. Article 41. During the liquidation period of the partnership law firm, none of its partners may practice law. The license of the partnership law firm and the practicing certificates of the partners and employed lawyers shall be returned to the original registration organ. All outstanding legal affairs shall be settled by the law firm and the clients upon negotiation. Article 42. After the partnership law firm completes liquidation, the liquidation institution shall formulate a liquidation report. After the liquidation report is adopted by the partners' meeting and signed by the director of the law firm, it shall be submitted to the original registration organ for archival purposes. A partnership law firm shall cancel its registration in the original registration organ within 15 days from the day when the liquidation work is finished, and shall simultaneously transfer the account books, business archives and seals to the judicial administrative organ in compliance with the relevant regulations. Article 43. As a general rule, the time limit for the dissolution of a law firm shall not exceed 5 months. The judicial administrative organ and the association of lawyers shall conduct supervision over the liquidation work. CHAPTER VI SUPPLEMENTARY PROVISIONS Article 44. A partnership law firm and its partners who violate the present Measures shall be given an administrative punishment or sanction by the judicial administrative organ or association of lawyers. Article 45. Within 2 years after the establishment of a law firm, if a partner withdraws from partnership or is expulsed, he (she) shall not apply for establishing any new law firm within 1 year. As for a partnership law firm whose license is revoked due to violating the practicing disciplines or professional ethics, its partners shall not apply for establishing any new law firm as partners, except for those who can prove that they are not liable for the management of the matter that leads to the annulment of the said license. Article 46. The power to interpret the present Measures shall remain with the Ministry of Justice. Article 47. The present Measures shall be implemented as of the promulgation date. The Administrative Measures for Partnership Law Firms (No. 42) issued by the Ministry of Justice on October 25, 1996 shall be abolished simultaneously. |
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