Minister Zhang
June 2004 16
Measures for the administration of partnership law firms
Chapter I General Principles
Article 1 These Measures are formulated in accordance with the Lawyers Law of People's Republic of China (PRC) (hereinafter referred to as the Lawyers Law) in order to regulate the behavior of partnership law firms and ensure their healthy development.
Article 2 A partnership law firm is a lawyer's practice institution established according to law. The partners jointly contribute capital, manage capital, enjoy benefits and bear risks according to the partnership agreement.
The property of a partnership law firm belongs to the partners, and the partners are jointly and severally liable for the debts of the law firm.
Article 3 A partnership law firm shall independently carry out business activities according to law.
Article 4 A partnership law firm and its lawyers shall abide by the professional ethics and practice discipline of lawyers.
A partnership law firm and its lawyers shall not engage in commercial activities.
Article 5 A partnership law firm and its lawyers shall accept the guidance and supervision of judicial administrative organs and lawyers associations.
Lawyers of a partnership law firm shall accept the management and supervision of the partnership law firm.
Chapter II Establishment
Article 6 The establishment of a partnership law firm shall meet the following conditions:
(1) Having its own name, domicile and articles of association;
(2) Having a written partnership agreement;
(3) Having three or more partners;
(4) Having assets of more than RMB 654.38 million.
Article 7 A partnership agreement shall include the following contents:
(1) partners, including name, domicile and ID number;
(two) the total amount of funds for the start-up of the law firm, and the way and proportion of investment by partners;
(3) Rights and obligations of partners;
(4) The responsibilities, rules of procedure and the internal management system of the law firm of the partners' meeting;
(5) The income distribution of the partners and the way of assuming debts;
(six) the conditions and procedures for the partners to join, withdraw and be removed from the list;
Explain and modify the partnership agreement and articles of association;
(eight) the methods and procedures for resolving disputes between partners, and the liability for violating the partnership agreement;
(9) dissolution and liquidation of the law firm.
(10) Other contents that the partners think should be stated.
Article 8 A partnership agreement shall be signed by all partners after negotiation.
The partnership agreement shall take effect from the date of approval and registration of the partnership law firm.
Article 9 Where the establishment of a partnership law firm is not stipulated in these Measures, it shall be handled in accordance with the relevant provisions of the Measures for the Administration of Registration of Law Firms.
Chapter III Partners
Article 10 A partner refers to a lawyer who joins a partnership law firm, participates in the internal management of the partnership law firm, and assumes unlimited joint liability for the debts of the partnership law firm.
Article 11 A partner shall meet the following conditions:
(a) to obtain a full-time lawyer's practice certificate according to law;
(2) Having more than five years of working experience;
(3) Before becoming a partner, he has not been subjected to administrative punishment of stopping practicing for more than three years.
Article 12 Partners shall enjoy the following rights:
(1) Attending the meeting of partners and exercising the right to vote;
(2) Electing or being elected as the director of the law firm or the person in charge of the management organization;
(3) Proposing amendments to the partnership agreement, the articles of association of the law firm and the internal management system;
(four) to supervise the implementation of the resolutions of the partners' meeting and supervise the practice and internal management activities of the law firm;
(five) according to the partnership agreement;
(six) according to the partnership agreement, the property of the law firm enjoys the right of ownership and income distribution;
(7) Other rights stipulated in the partnership agreement.
Article 13 A partner shall undertake the following obligations:
(1) Performing relevant supervision and management duties in accordance with the partnership agreement;
(2) Abide by the partnership agreement, the articles of association of the law firm and the internal management system;
(3) resolutions of the executive partners' meeting.
(4) Educating lawyers employed by this firm on professional ethics and practice discipline, and inspecting and supervising their practice activities;
(five) unlimited joint liability for the debts of the law firm;
(6) Other obligations stipulated in the partnership agreement.
Article 14 Partners shall engage in the profession of lawyers in this firm on a full-time basis.
A full-time lawyer who is not a firm may not become a partner of the firm.
Fifteenth a partnership law firm to recruit new partners, should be handled in accordance with the conditions and procedures agreed in the partnership agreement, and signed a written agreement.
Article 16 The withdrawal of a partner shall be handled in accordance with the conditions and procedures stipulated in the partnership agreement. If the partnership agreement does not stipulate the time requirement for withdrawing from the partnership, the withdrawing partner shall notify the other partners three months in advance. Other partners shall, within three months from the date of receiving the notice, complete the withdrawal with the quitter.
Article 17 If a partner seriously violates the lawyer's professional ethics and practice discipline, or causes heavy losses to the law firm due to his fault, the partners' meeting may transfer him from the law firm according to the partnership agreement. If a partner's lawyer's practice certificate is revoked, the partners' meeting shall remove him from the list.
If a partner withdraws from the partnership or is removed from the partnership, he has the right to obtain the share of property and other property interests agreed in the partnership agreement, and bear corresponding obligations.
Article 18 If a partner dies or is declared dead, his legal successor shall have the right to obtain the share of property and other property benefits that the decedent should enjoy in the partnership law firm at the time of his death in accordance with the partnership agreement.
Article 19 After changing its partners, a partnership law firm shall register the change with the original registration authority within 30 days.
Chapter IV Internal Management
Article 20 A partnership law firm shall set up a meeting of partners.
The meeting of partners consists of all partners, and the form, convening method and voting method of the meeting of partners are stipulated in the partnership agreement.
Article 21 The meeting of partners shall exercise the following functions and powers:
(a) to formulate the development plan and annual work plan of the Institute;
(two) the election of the director of the firm and the person in charge of the management organization;
(3) Formulating the internal management system of the firm;
(four) to review the annual work summary report of the firm;
(five) to review the annual financial budget plan, settlement report, income distribution plan and major expenditure items of the firm;
(6) To decide on the admission, withdrawal and expulsion of partners;
(seven) to consider the rewards and punishments for lawyers in this firm;
(8) Amending the partnership agreement and the articles of association of the Exchange;
(9) To decide on the alteration and termination of the Exchange;
(ten) other important matters that need to be submitted for consideration.
Article 22 The partners' meeting shall decide and handle the major affairs of the firm in accordance with the convening method, rules of procedure, procedures and voting methods agreed in the partnership agreement.
Resolutions, deliberations and voting at the meeting of partners shall be recorded in writing and signed by the partners present at the meeting.
Article 23 A partnership law firm may, as necessary, set up a daily management organization to be responsible for implementing the resolutions of the partners' meeting and managing the daily affairs of the law firm.
Article 24 The duties of the director of a partnership law firm on behalf of the law firm shall be stipulated in the partnership agreement.
The director of the partnership law firm shall be elected according to the procedures stipulated in the partnership agreement and the articles of association of the firm, and shall be reported to the judicial administrative organ and the lawyers association for the record.
Article 25 A partnership law firm shall establish and improve its internal management system in accordance with the Lawyers Law and the provisions of the judicial administrative organ and the bar association, and report it to the judicial administrative organ and the bar association for the record.
Article 26 A partnership law firm shall uniformly manage its internal affairs, and shall not give up the management of its internal departments (offices), branches, lawyers and other staff in any way.
Article 27 When undertaking legal affairs, a partnership law firm shall uniformly sign an entrustment contract with the client, and uniformly collect service fees and handling fees.
Partners and hired lawyers shall not collect service fees and handling fees without permission.
Article 28 When accepting legal affairs, a partnership law firm shall conduct a review of conflicts of interest to avoid conflicts of interest.
Article 29 When a partnership law firm employs lawyers and other staff members, it shall sign employment contracts in accordance with the relevant provisions of the state, and provide social insurance such as pension and medical care for the employed staff.
Article 30 A partnership law firm shall establish such systems as business study and training, professional ethics education, service quality supervision, major case study, annual summary assessment, and accountability for practice faults.
Thirty-first partnership law firms shall, in accordance with the relevant provisions of the state, establish and improve the financial management system and strengthen financial management.
The partnership law firm undertakes legal affairs.
Article 32 A partnership law firm shall, in accordance with the relevant provisions of the state, formulate a distribution system based on the principle of distribution according to work and giving consideration to fairness.
Article 33 A partnership law firm shall establish a complaint investigation system. Lawyers or other staff members who violate the articles of association and management system of the firm shall be given disciplinary sanctions such as warning, termination of employment relationship or dismissal according to the nature and seriousness of their behavior.
Article 34 During the existence of a partnership, the property of the partners shall be managed by the law firm in a unified way, and shall not be divided, misappropriated or disposed of without the decision of the partners' meeting.
Article 35 A partnership law firm shall participate in lawyer's practice liability insurance in accordance with relevant regulations.
Article 36 A partnership law firm shall submit business statistics and annual financial statements audited by audit institutions to judicial administrative organs in accordance with regulations.
Chapter v dissolution and liquidation
Article 37 A partnership law firm shall be dissolved under any of the following circumstances:
(a) the number of partners in the law firm is less than three, and it cannot be made up within three months;
(2) The assets of the law firm are less than 654.38+10,000 yuan, which cannot be supplemented within three months;
(3) The reasons for termination agreed in the partnership agreement appear;
(4) The meeting of partners decides to dissolve;
(five) the practice certificate has been revoked according to law;
(six) other circumstances that should be dissolved according to laws, regulations and rules.
Article 38 Where a partnership law firm is dissolved, it shall establish a liquidation institution within 5 days.
The liquidation institution consists of all partners, and the partners' meeting may designate several partners as liquidators. The liquidation institution shall notify the clients and creditors who have not completed the entrusted affairs within 10 days from the date of its establishment, and make an announcement in the newspapers and periodicals designated by the judicial administrative organ.
Article 39 The liquidation institution shall clean up the property of the partnership law firm according to law, prepare financial liquidation statements and property lists, handle unfinished business, clean up creditor's rights and debts, and dispose of the remaining property after paying off debts.
Article 40 After the partnership law firm has paid off all debts, the remaining property shall be distributed by the partners in accordance with the partnership agreement.
When the property of the partnership law firm is insufficient to pay off the debts, the partners shall bear unlimited joint liability for the remaining debts in accordance with the partnership agreement.
Article 41 During the liquidation of a partnership law firm, partners may not practice. The practicing certificates of the partnership law firm and the practicing certificates of the partners and lawyers shall be submitted to the original registration authority.
Unresolved legal affairs shall be settled through consultation between the law firm and the client.
Article 42 After the liquidation of a partnership law firm is completed, the liquidation institution shall prepare a liquidation report, which shall be signed by the director of the law firm, reviewed and approved by the partners' meeting, and submitted to the original registration authority for the record.
The partnership law firm shall go through the cancellation of registration with the original registration authority within/0/5 days after the liquidation, and hand over the financial account books, business files and seals to the judicial administrative organ in accordance with the regulations.
Article 43 The term of dissolution and liquidation of a partnership law firm shall generally not exceed five months.
Judicial administrative organs and lawyers' associations shall supervise liquidation activities.
Chapter VI Supplementary Provisions
Forty-fourth partnership law firms and their partners in violation of the provisions of these measures, the judicial administrative organ or the lawyers association shall give administrative punishment or industrial punishment in accordance with the provisions.
Article 45 If a partner withdraws from the partnership or is removed from the partnership within two years after the establishment of a law firm, he may not apply for the establishment of a new law firm as a partner within one year. A partner of a partnership law firm whose practice certificate has been revoked due to violation of practice discipline and professional ethics may not apply for the establishment of a new law firm as a partner within three years, except that he can prove that he is not responsible for the management of the reasons leading to the revocation of the practice certificate of the law firm.
Article 46 The Ministry of Justice shall be responsible for the interpretation of these Measures.
Article 47 These Measures shall come into force as of the date of promulgation. 1996 10 The Measures for the Administration of Partnership Law Firms promulgated by the Ministry of Justice (Decree No.42 of the Ministry of Justice) shall be abolished at the same time.