Legislation Update

New Acts

Legal Profession (Amendment) Act 2000 (A4/2000)

The Legal Profession (Amendment) Act 2000 (the ‘Act’) which provides for Joint Law Ventures and Formal Law Alliances between Singapore and foreign law firms has come into force on 5 May 2000.

The Legal Profession Act has also been amended to provide for law firms to be formed as law corporations with limited liability.

Foreign Law Firms, Joint Law Ventures and Formal Law Alliances

A new Part IXA (sections 130A to 130J) will be inserted to provide for foreign law firms, Joint Law Ventures and Formal Law Alliances to be registered. The new Part will also provide that foreign lawyers in a Joint Law Venture may practise Singapore law in accordance with section 130C if registered by the Attorney-General.

Highlights of these provisions are as follows:

1. The Attorney-General, after consulting with prescribed authorities, may approve an application by a foreign law firm jointly made with a Singapore law firm to be registered as a Joint Law Venture on such terms and conditions and for such period as he may think fit (section 130B).

 

2. A ‘Joint Law Venture’ may be constituted:

   • by a partnership between a foreign law firm and a Singapore law firm;

   • by the incorporation of a company under Singapore law with shares in the company being held by a foreign law firm and a Singapore law firm or by their respective nominees; or

   • by any other arrangement or means as may be prescribed.

    

3. ‘Foreign law firm’ means a foreign law firm with an office or a place of business in Singapore which provides legal services in any foreign law in Singapore or elsewhere and includes a corporation duly constituted for the purpose of practising law.

 

4. A foreign lawyer who is employed by or who is a partner or director of a Joint Law Venture may be registered to practise Singapore law (section 130C). However, a foreign lawyer who is so registered to practice Singapore law shall not represent any party before any judicial, arbitral or regulatory tribunal or body in Singapore unless the foreign lawyer is, apart from this section, permitted to do so under Part IV of the Legal Profession Act.

 

5. ‘Foreign lawyer’ means a person who is duly authorised or registered to practice law in a state or territory other than Singapore by a foreign authority having the function conferred by law of authorising or registering persons to practice law in that state or territory.

 

6. The Attorney-General may approve an application by a foreign law firm jointly made with a Singapore law firm to be registered as a Formal Law Alliance (section 130D).

 

7. A foreign law firm or a Singapore law firm, as the case may be, may apply for registration of more than one formal alliance and a registered Formal Law Alliance may comprise of more than two constituent law firms.

 

8. A Formal Law Alliance shall be entitled to the following privileges:

   • the Formal Law Alliance may market or publicise itself as a single provider competent to provide legal services in all areas in which the constituent law firms are qualified to provide;

   • the Formal Law Alliance may bill its clients as if it were a single law firm;

   • a foreign lawyer who is a partner, director or an employee of the foreign law firm which constitutes part of the Formal Law Alliance may prepare all the documents in a transaction involving the law or regulatory regime of more than one country or jurisdiction, except that any legal opinion relating to Singapore law must be given by a Singapore lawyer who has in force a practising certificate.

 

9. A foreign lawyer registered to practise Singapore law will be required to comply with prescribed rules relating to professional conduct and ethics (section 130E). This section also provides for solicitor-client privilege in relation to a Joint Law Venture or Formal Law Alliance.

The Minister for Law is empowered, after consulting the Attorney-General, to make rules, including rules prescribing the qualifying legal skill, experience and expertise required, the manner and means of application and the information and documents to be furnished for the registration and de-registration of Joint Law Ventures and Formal Law Alliances, as well as for the registration of foreign lawyers to practise Singapore law (section 130J). See further Legal Profession (International Services) Rules 2000 below.

Law Corporations

A new Part IV A (sections 81A to sections 81O) has been inserted to provide for law corporations. The provisions in this part provide as follows:

1. A solicitor who wishes to have a company or proposed company approved as a law corporation shall make an application to the Council of the Law Society for approval. The circumstances in which such approval may be granted are also set out (section 81B).

2. New section 81C sets out certain requirements in relation to the name of the law corporation.

3. Some of the effects of becoming a law corporation are set out in the new section 81D.

4. Section 81E relates to the rights and fiduciary, confidential and ethical requirements as well as the solicitor-client privilege in respect of a law corporation, its officers and its employees and a client of the corporation.

5. Section 81F provides for disciplinary proceedings to be taken in respect of professional misconduct by a solicitor even though he provides legal services through a law corporation. Section 81F will also provide that directors of the law corporation who are solicitors shall be jointly liable to disciplinary proceedings where an act or omission cannot be attributed to an act or omission by a particular solicitor who can be identified.

6. Any alteration to the provisions of the memorandum or articles of association of a law corporation must comply with all the requirements with respect to law corporations in the Legal Profession Act and any rules made thereunder (section 81G).

7. There will be two additional grounds for winding up a law corporation under the Companies Act. Only the Attorney-General or the Council may petition for winding up under these two grounds (section 81I).

8. The Companies Act will apply to law corporations (section 81M).

Changes To Subsidiary Legislation

Legal Profession (International Services) Rules 2000 (S236/ 2000)

The Legal Profession (International Services) Rules 2000 (the ‘Rules’) give effect to the amendments made pursuant to the Legal Profession (Amendment) Act 2000 (the ‘Act’). The Rules are operative from 5 May 2000.

Application for Registration as Joint Law Venture

A foreign law firm and a Singapore law firm shall be eligible to make a joint application under section 130B of the Act for registration as a Joint Law Venture (‘JLV’) if they satisfy all the following conditions:

1. the foreign law firm and the Singapore law firm must have relevant legal expertise and experience in banking and finance work which are acceptable to the Attorney-General;

2. the foreign law firm has not less than five foreign lawyers resident in Singapore, at least two of whom shall be equity partners in the foreign law firm or, in the case of a foreign law firm constituted as a corporation, at least two of whom shall be directors of such corporation;

3. the foreign lawyers referred to in paragraph (b) must have at least five years of relevant legal expertise and experience in banking or finance work;

4. the Singapore law firm has not less than five Singapore lawyers, at least two of whom shall be equity partners in the Singapore law firm, or in the case of a law corporation, or at least two of whom shall be directors of such law corporation;

5. the Singapore lawyers referred to in paragraph (d) must have at least five years of relevant legal expertise and experience in banking, finance or corporate work;

6. if the JLV is to be constituted as a partnership, the number of equity partners in the foreign law firm and resident in Singapore shall not at any time be greater that the number of equity partners in the Singapore law firm;

7. if the JLV is to be constituted as a corporation, the number of directors nominated by the foreign law firm shall not at any time be greater than the number of directors nominated by the Singapore law firm;

8. the foreign law firm and the Singapore law firm have entered into a written agreement to jointly manage the JLV and, if requested by the Attorney-General, have submitted a copy of such agreement to the Attorney-General and no material modification shall be made to the agreement without the prior written approval of the Attorney-General;

9. the JLV shall maintain insurance policies concerning indemnity against loss arising out of practising Singapore law and which are of a value not less than that required under any rules made under section 75A of the Act concerning professional indemnity in respect of Singapore law firms; and

10. the foreign law firm and the Singapore law firm shall submit a satisfactory business plan describing the objectives of the JLV and the implementation of the business plan and no material modification shall be made to the plan without the written approval of the Attorney-General.

The JLV shall, within 3 months from the end of each 12-month period commencing from the date of registration, submit an annual report of its performance to the Attorney-General.

Application for Registration as Formal Law Alliance

A foreign law firm and a Singapore law firm shall be eligible to make a joint application under section 130D of the Act for registration as a Formal Law Alliance (‘FLA’) if they satisfy all of the following conditions:

1. the foreign law firm and the Singapore law firm must have relevant legal expertise and experience in banking, finance, corporate, technology or telecommunications work or such other areas of work as may be determined by the Attorney-General;

2. the foreign law firm has not less than five foreign lawyers resident in Singapore, at least two of whom shall be equity partners in the foreign law firm or, in the case of a foreign law firm constituted as a corporation, at least two of whom shall be directors of such corporation;

3. the foreign lawyers referred to paragraph (b) must have at least five years of relevant legal expertise and experience in banking, finance, corporate, technology or telecommunications work or such other work as may be determined by the Attorney-General;

4. the Singapore law firm has not less than five Singapore lawyers, at least two of whom shall be equity partners in the Singapore law firm or, in the case of a law corporation, at least two of whom shall be directors of such law corporation;

5. the Singapore lawyers referred to in paragraph (d) must have at least five years of relevant expertise and experience in banking, finance, corporate, technology or telecommunications work or such other areas of work as may be determined by the Attorney-General;

6. the foreign law firm and the Singapore law firm have entered into a written agreement to form a FLA and, if requested by the Attorney-General, have submitted a copy of such agreement to the Attorney-General and no material modification shall be made to the agreement without the prior written approval of the Attorney-General; and

7. the foreign law firm and the Singapore law firm have agreed on a written plan to transfer its legal and other related skills, expertise, know-how or technology to the Singapore law firm and submitted a copy of such plan to the Attorney-General and no material modification shall be made to the plan without the prior written approval of the Attorney-General.

The FLA shall, within 3 months from the end of each 12-month period commencing from the date of registration, submit an annual report of its performance to the Attorney-General.

Application for Registration as Foreign Law Firm

Every foreign law firm which intends to provide legal services in Singapore shall apply in Form 7 to the Attorney-General to be registered as a foreign law firm. A foreign law firm which, immediately before 5 May 2000, has been approved by the Attorney-General to provide legal services in Singapore shall be deemed to be registered as a foreign law firm under this rule, with effect from 5 May 2000.

Register to be Kept by Attorney-General

The Attorney-General shall keep, in such form and manner as he thinks fit, a register of:

1. Joint Law Ventures;

2. Formal Law Alliances;

3. foreign lawyers registered to practise Singapore law;

4. foreign law firms registered to provide legal services in Singapore; and

5. foreign lawyers registered to practice foreign law in Singapore.

The register shall, on application and on payment of the appropriate fee, be accessible for inspection in such form and manner and subject to such conditions as the Attorney-General may impose.

Elizabeth Wong  
Allen & Gledhill