Schedule 2
Matters to be provided in memorandum and articles of association, or constitution, of law corporation
of Legal Profession (Law Practice Entities) Rules 2015
SECOND SCHEDULERules 27 and 28(1)Matters to be provided in memorandum and articles of association, or constitution, of law corporation
1. The primary object of the law corporation is to supply legal services.
2. The chairman and the managing director of the law corporation must each be a solicitor who has in force a practising certificate.
3. Every director (other than the chairman and the managing director) of the law corporation must be —
a solicitor who has in force a practising certificate;
a 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 director in the law corporation; or
an individual registered under section 36G of the Act as a regulated non-practitioner.
4. The office of the chairman, the managing director or a director who is a solicitor becomes vacant if the chairman, managing director or director (as the case may be) ceases to practise as a solicitor.
5. The office of a director who is a foreign lawyer becomes vacant 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.
6. The office of a director who is a regulated non-practitioner becomes vacant 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.
7. The shares of the law corporation must be held in accordance with section 159 of the Act and rules 3, 36 and 37.
8. A solicitor ceases to be eligible to hold shares in the law corporation if the solicitor ceases to practise as a solicitor.
9. A foreign lawyer ceases to be eligible to hold shares in the 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.
10. A regulated non-practitioner 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.
11. The business of the law corporation, in so far as it relates to legal services, must be under the control and management of all the directors who are solicitors or regulated foreign lawyers.
12. A person must not transfer or dispose of any shares in the law corporation without the prior approval of the directors.
13. The directors must not grant their approval for a transfer or disposal of any shares in the law corporation if such transfer or disposal will result in a contravention of any requirement in the Act or these Rules relating to the holding, transfer or disposal of shares in a law corporation.
14. The manner and terms of the transfer or disposal of any shares in the law corporation in the event that the person holding those shares contravenes section 159(4) of the Act, ceases to be eligible to hold those shares, or is required under section 98 of the Act read with section 82B(3) of the Act, or under section 177 of the Act, to divest those shares, must be provided for.
15. The memorandum or articles of association, or the provisions of the constitution, relating to the manner and terms of any transfer or disposal of shares referred to in paragraph 14 are subject to the approval of the Director of Legal Services.
16. The memorandum or articles of association, or the provisions of the constitution, relating to the matters specified in the Act and these Rules must not be amended without the prior approval of the Director of Legal Services.