Regulation 37
Holding of shares in law corporation by foreign lawyer, foreign law practice or regulated non-practitioner
of Legal Profession (Law Practice Entities) Rules 2015
Subregulation 1
For the purposes of section 159(2) of the Act, any of the following persons may hold shares in a law corporation:
any foreign lawyer —
who —
is registered under section 36B or 36C of the Act, and practises in the law corporation; or
is registered under section 36D of the Act in relation to the law corporation; and
who has approval under section 176(1) of the Act to be a shareholder of the law corporation;
any foreign law practice to which the Director of Legal Services has granted approval under section 176(9) of the Act to be a shareholder of the law corporation;
an individual registered under section 36G of the Act as a regulated non‑practitioner.
Subregulation 2
For the purposes of section 159(2) of the Act —
the persons (if any) referred to in paragraph (1)(a) and the persons (if any) referred to in paragraph (1)(b), collectively, must not hold more than one‑third of the total number of shares in the law corporation;
the persons (if any) referred to in paragraph (1)(c) must not hold more than 25% of the total number of shares in the law corporation; and
where there are one or more persons referred to in paragraph (1)(a) and (b), and one or more persons referred to in paragraph (1)(c), who hold shares in the law corporation, all of them, collectively, must not hold more than 35% of the total number of shares in the law corporation.
Subregulation 3
A foreign lawyer referred to in paragraph (1)(a) ceases to be eligible to hold shares in a law corporation if —
the registration of the foreign lawyer under section 36B, 36C or 36D of the Act is cancelled or suspended under section 36H(6) or 98 of the Act, or is cancelled under section 36I(8) of the Act; or
the approval under section 176(1) of the Act in respect of the foreign lawyer lapses under section 176(3) of the Act, is cancelled under section 177(3) of the Act, or is cancelled or suspended under section 98 of the Act.
Subregulation 4
A foreign law practice referred to in paragraph (1)(b) ceases to be eligible to hold shares in a law corporation if the approval under section 176(9) of the Act in respect of the foreign law practice is cancelled under section 177(7) of the Act.
Subregulation 5
A regulated non‑practitioner referred to in paragraph (1)(c) ceases to be eligible to hold shares in the law corporation if —
the registration of the regulated non‑practitioner under section 36G of the Act is cancelled or suspended under section 36H(6) of the Act, or is cancelled under section 36I(8) of the Act; or
the regulated non‑practitioner is ordered under section 98 of the Act read with section 82B(3) of the Act to divest himself or herself of any shares he or she may have in the law corporation.
Subregulation 6
Where a foreign lawyer, foreign law practice or regulated non‑practitioner has ceased to be eligible to hold shares in a law corporation, the Director of Legal Services may, upon an application made by the foreign lawyer, foreign law practice, regulated non‑practitioner or law corporation, grant the foreign lawyer, foreign law practice or regulated non‑practitioner a grace period of not more than 2 years to transfer the shares of the foreign lawyer, foreign law practice or regulated non‑practitioner in the law corporation.
Subregulation 7
Where a foreign lawyer or regulated non‑practitioner who holds shares in a law corporation dies, is adjudged a bankrupt or becomes incapable to act by reason of mental or physical disability, the Director of Legal Services may allow the executor or administrator of the estate of the foreign lawyer or regulated non‑practitioner, or any other person, to hold the shares of the foreign lawyer or regulated non‑practitioner in the law corporation for a grace period of not more than 2 years.
Subregulation 8
The grace period of not more than 2 years referred to in paragraph (7) commences —
in the case of death, from the date the executor or administrator is appointed or the date the probate or letters of administration are granted, whichever is the later;
in the case of bankruptcy, from the date the foreign lawyer or regulated non‑practitioner is adjudged a bankrupt; or
in the case of incapacity by reason of mental or physical disability, from the date the foreign lawyer or regulated non‑practitioner becomes incapable to act.
Subregulation 9
The foreign lawyer, foreign law practice or regulated non‑practitioner referred to in paragraph (6) or the executor, administrator or other person referred to in paragraph (7) must not, during the grace period of 2 years, exercise any voting rights attached to the shares in the law corporation or take part or be concerned in the management or practice of the law corporation.