Regulation 71
Conditions of approval under section 176(1) of Act
of Legal Profession (Law Practice Entities) Rules 2015
Subregulation 1
Subject to paragraphs (2) to (7), a foreign lawyer to whom an approval under section 176(1) of the Act has been granted must comply with the following conditions:
the foreign lawyer must not be a managing partner, a managing director or a manager of any Singapore law practice;
while the approval remains in force —
the foreign lawyer must not be a partner, a director, a shareholder, an employee or a consultant in any foreign law practice; and
the foreign lawyer must not be a nominee of any foreign law practice, or of any other foreign lawyer, in respect of the management of, or the control of any voting power or equity interest in, any Singapore law practice.
Subregulation 2
A foreign lawyer who is granted an approval under section 176(1) of the Act to be a partner, director or shareholder in, or to share in the profits of, a Singapore law practice —
may, while the approval under section 176(1) of the Act remains in force, with the approval of the Director of Legal Services under this sub-paragraph, concurrently be a partner, a director, a shareholder, an employee or a consultant of a foreign law practice; and
may, while the approval under section 176(1) of the Act remains in force, with the approval of the Director of Legal Services under this sub-paragraph, concurrently be a nominee of a foreign law practice, or of any other foreign lawyer, in respect of the management of, or the control of any voting power or equity interest in, the Singapore law practice.
Subregulation 3
It is a condition of an approval under paragraph (2)(a) or (b) that the Singapore law practice satisfies all general threshold requirements and all profit threshold requirements so long as the approval is in force.
Subregulation 4
The Director of Legal Services must not grant an approval under paragraph (2)(a) unless the Director of Legal Services is satisfied, at that time, that —
the Singapore law practice satisfies all general threshold requirements; and
there is no actual or potential conflict of interests, if the foreign lawyer is allowed to concurrently —
be a partner, a director, a shareholder, an employee or a consultant (as the case may be) of the foreign law practice; and
be a partner, director or shareholder in, or share in the profits of, the Singapore law practice.
Subregulation 5
The Director of Legal Services may cancel an approval granted to a foreign lawyer under paragraph (2)(a) if the Director of Legal Services is satisfied, at that time, that —
the Singapore law practice does not satisfy any of the general threshold requirements or profit threshold requirements; or
there is, or will be, any actual or potential conflict of interests, should the foreign lawyer continue to concurrently —
be a partner, a director, a shareholder, an employee or a consultant (as the case may be) of the foreign law practice; and
be a partner, director or shareholder in, or share in the profits of, the Singapore law practice.
Subregulation 6
The Director of Legal Services must not grant an approval under paragraph (2)(b) unless the Director of Legal Services is satisfied, at that time, that —
the Singapore law practice satisfies all general threshold requirements; and
there is no actual or potential conflict of interests, if the foreign lawyer is allowed to concurrently —
be a nominee of the foreign law practice, or of the other foreign lawyer, in respect of the management of, or the control of the voting power or equity interest in, the Singapore law practice; and
be a partner, director or shareholder in, or share in the profits of, the Singapore law practice.
Subregulation 7
The Director of Legal Services may cancel an approval granted to a foreign lawyer under paragraph (2)(b) if the Director of Legal Services is satisfied, at that time, that —
the Singapore law practice does not satisfy any of the general threshold requirements or profit threshold requirements; or
there is, or will be, any actual or potential conflict of interests, should the foreign lawyer continue to concurrently —
be a nominee of the foreign law practice, or of the other foreign lawyer, in respect of the management of, or the control of the voting power or equity interest in, the Singapore law practice; and
be a partner, director or shareholder in, or share in the profits of, the Singapore law practice.
Subregulation 8
It is a condition of an approval under section 176(1) of the Act granted pursuant to an application made by a Singapore law practice that the Singapore law practice satisfies all general threshold requirements and all profit threshold requirements so long as the approval is in force.
Subregulation 9
Despite paragraph (8), where an approval under the repealed section 130L(1) of the Act as in force before 18 November 2015 was granted pursuant to an application for that approval made before 1 June 2012 by a Singapore law practice, and that approval is deemed under section 176(4) of the Act to be an approval under section 176(1) of the Act, the conditions of that approval are as follows (instead of the general threshold requirements and the profit threshold requirements):
the total value of equity interests in the Singapore law practice held by foreign lawyers (whether individually or collectively) as shareholders or partners of the Singapore law practice must not exceed 25% of the total value of equity interests in the Singapore law practice;
foreign lawyers (whether individually or collectively) must not, directly or indirectly, have a controlling interest in the Singapore law practice;
except as provided in rule 52(10), the total amount of payments made by the Singapore law practice to foreign lawyers, during any financial year of the Singapore law practice, as directors’ remuneration, as shareholders’ or partners’ dividends, or under any other profit sharing arrangement, must not exceed 25% of the total amount of payments made by the Singapore law practice, during that financial year, as directors’ remuneration, as shareholders’ or partners’ dividends, or under any other profit sharing arrangement.
Subregulation 10
For the purposes of paragraph (9)(b), foreign lawyers have a controlling interest in a Singapore law practice if —
foreign lawyers and nominees of foreign lawyers (whether individually or collectively) are entitled to exercise or control the exercise of more than 25% of the total voting rights exercisable by the shareholders or partners (as the case may be) in the Singapore law practice; or
the majority of the partners, directors or managers (as the case may be) of the Singapore law practice are, in any matter relating to the management of the Singapore law practice, foreign lawyers or nominees of foreign lawyers (whether individually or collectively).
Subregulation 11
Despite paragraph (8), where an approval under the repealed section 130L(1) of the Act as in force before 18 November 2015 was granted pursuant to an application for that approval made on or after 1 June 2012 but before 18 November 2015 by a Singapore law practice, and that approval is deemed under section 176(4) of the Act to be an approval under section 176(1) of the Act, it is a condition of that approval that the Singapore law practice satisfies all of the following requirements (instead of the general threshold requirements and the profit threshold requirements) so long as the approval is in force:
the foreign collaboration (general) requirements in rule 3A(1) of the revoked Legal Profession (International Services) Rules 2008 (G.N. No. S 481/2008) as in force immediately before 18 November 2015;
the foreign collaboration (profit) requirement in rule 3A(2) of those Rules as in force immediately before 18 November 2015.
Subregulation 12
For the purposes of paragraphs (1)(b)(ii), (2)(b), (6)(b)(i), (7)(b)(i) and (10)(b), a person is a nominee of a foreign law practice or foreign lawyer if that person 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.
Subregulation 13
Every foreign lawyer to whom approval under section 176(1) of the Act has been granted must maintain, throughout the period while such approval is in force, adequate insurance policies which provide indemnity against loss arising from claims in respect of civil liability in connection with the foreign lawyer’s practice in the Singapore law practice.
Subregulation 14
The insurance policies referred to in paragraph (13) must be of similar coverage terms and for at least the amount required under any rules made under section 75A of the Act in respect of solicitors or such other amount as may be specified by the Director of Legal Services.
Subregulation 15
Paragraph (13) does not apply to a foreign lawyer to whom approval under section 176(1) of the Act has been granted if the Singapore law practice has provided for its insurance policies to cover the foreign lawyer to the extent required under that paragraph.
Subregulation 16
In this rule, “manager” —
in relation to a body corporate or partnership, means the principal executive officer of the body corporate or partnership for the time being, by whatever name called and whether or not the principal executive officer is a director or partner of the body corporate or partnership; and
in relation to a limited liability partnership, has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A).