3. Threshold requirements for Singapore law practice

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

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;

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;

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

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 —

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;

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

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

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

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;

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

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

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 —

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;

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

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

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):

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:

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

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;

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;

where —

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

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.

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

has in force a practising certificate; and

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.

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.

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

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;

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;

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

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 —

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;

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

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

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

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;

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

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

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 —

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;

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

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

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):

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:

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

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;

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;

where —

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

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.

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

has in force a practising certificate; and

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.

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.