Rule

24.01

In these rules, unless the context otherwise requires, all references to legislation include existing and future amendments to that legislation and:

arrangement

in relation to financial services, fee sharing and the introduction of clients, means any express or tacit agreement between you and another person, whether contractually binding or not;

associated companies

means two companies which are subsidiary companies of the same holding company;

associated firms

means two or more partnerships with at least one partner in common; two or more companies without shares with at least one member in common; two or more LLPs with at least one member in common; two or more companies with shares with at least one owner in common, or any combination of these;

CCBE

means the Council of the Bars and Law Societies of Europe;

CCBE Code

means the CBBE's Code of Conduct for European Lawyers;

CCBE state

means any state whose legal profession is a full member, an associate member or an observer member of the CCBE;

charity

has the same meaning as in section 96(1) of the Charities Act 1993;

client account

in rule 15 (Overseas practice), means an account at a bank or similar institution, subject to supervision by a public authority, which is used only for the purpose of holding client money and/or controlled trust money, and the title or designation of which indicates that the funds in the account belong to the client or clients of a solicitor or REL or are held subject to a trust;

(for the definition of "client account" in relation to practice from an office in England and Wales, see the Solicitors' Accounts Rules 1998);

client money

in rule 15 (Overseas practice), means money you receive or hold for or on behalf of a client;

for the definition of "client money" in relation to practice from an office in England and Wales, see the Solicitors' Accounts Rules 1998);

company

in rule 14 (Incorporated practice), means a company registered under Part I of the Companies Act 1985, or an oversea company incorporated in an Establishment Directive state and registered under section 690A or 691 of the Companies Act 1985, or a societas Europaea;

contentious proceedings

is to be construed in accordance with the definition of "contentious business" in section 87 of the Solicitors Act 1974;

contingency fee

except in 9.01(4) to (6), means any sum (whether fixed, or calculated either as a percentage of the proceeds or otherwise) payable only in the event of success;

controlled trust

in rule 15 (Overseas practice), means a trust of which:

• (a)

  you are the sole trustee; or

• (b)

  you are co-trustee only with one of more of your, or your firm's, employees, partners; officers (in the case of a company, including a recognised body); or members (in the case of an LLP, including a recognised body); or

• (c)

  you are co-trustee only with your firm (in the case of a partnership with a separate legal identity, a company or LLP, including a recognised body);

(for the definition of "controlled trust" in relation to practice from an office in England and Wales, see the Solicitors' Accounts Rules 1998);

controlled trust money

in rule 15 (Overseas practice), means money which is subject to a controlled trust of which you are a trustee;

(for the definition of "controlled trust" in relation to practice from an office in England and Wales, see the Solicitors' Accounts Rules 1998);

corporate firm

means a body corporate which carries on the practice of a solicitor or an REL but is not an in-house practice;

court

in rule 11 (Litigation and advocacy) means any court, tribunal or enquiry of England and Wales, or a British court martial, or any court of another jurisdiction;

director

means a director of a company, and includes the director of a recognised body which is a company; and in relation to a societas Europaea includes:

• (a)

  in a two-tier system, a member of the management organ and a member of the supervisory organ; and

• (b)

  in a one-tier system, a member of the administrative organ;

documents

in rule 20 (Requirements of practice) includes documents, whether written or electronic, relating to the solicitor's client and office accounts;

eligible to be a member and eligible to be a shareowner

in rule 14 (Incorporated practice), mean a person who falls within one of the following categories:

• (a)

  a solicitor with a practising certificate;

• (b)

  a registered European lawyer;

• (c)

  a registered foreign lawyer;

• (d)

  a non-registered European lawyer;

• (e)

  a recognised body; or

• (f)

  a European corporate practice;

and "ineligible" must be construed accordingly;

employee

except in rule 6 (Equality and diversity) includes, in the case of a solicitor or an REL:

• (a)

  a solicitor or REL who is a director of a company;

• (b)

  a solicitor or REL who is engaged under a contract of service (for example, an assistant solicitor); or

• (c)

  a solicitor or REL who is engaged under a contract for services (for example, a consultant or a locum);

and "employer" and "employment" must be construed accordingly;

Establishment Directive

means the Establishment of Lawyers Directive 98/5/EC;

Establishment Directive Regulations

means the European Communities (Lawyer's Practice) Regulations 2000 (SI 2000/1119);

Establishment Directive state

means a state to which the Establishment of Lawyers Directive 98/5/EC applies—currently all the states of the EU plus Iceland, Liechtenstein, Norway and Switzerland;

EU

means the European Union;

European corporate practice

means a lawyers' practice incorporated in or formed under the law of an Establishment Directive state, which does not have an office in England and Wales, and is either:

• (a)

  a body corporate wholly owned (whether directly or indirectly) and directed by RELs and/or non-registered European lawyers, or by such persons together with solicitors with practising certificates, RFLs and/or barristers of England and Wales; or

• (b)

  a lawyers' partnership with separate legal identity whose partners are all RELs and/or non-registered European lawyers, or such persons together with solicitors with practising certificates, RFLs and/or barristers of England and Wales.

European cross-border practice

has the meaning assigned by 16.01(1);

firm

means any business which carries on the practice of a solicitor or an REL, except in-house practice;

foreign lawyer

means a person who is not a solicitor or barrister of England and Wales, but who is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside England and Wales;

holding company

has the meaning assigned by the Companies Act 1985;

in-house practice

means:

• (a)

  a solicitor's employment in England and Wales as a solicitor, or an REL's employment in England and Wales as a lawyer of an Establishment Directive state, by any business which is not:

  • (i)

    the business of a solicitor or an REL practising as a sole principal;

  • (ii)

    a recognised body; or

  • (iii)

    a partnership with at least one partner who is:

    • (A)

      a practising solicitor;

    • (B)

      an REL practising as such; or

    • (C)

      a recognised body; and

• (b)

  a solicitor's employment outside England and Wales as a solicitor, or an REL's employment in Scotland or Northern Ireland as a lawyer of an Establishment Directive state, by any business which is not:

  • (i)

    the business of a lawyer practising as a sole principal;

  • (ii)

    a partnership of lawyers, or of lawyers together with other persons, within rule 12 (Framework of practice); or

  • (iii)

    a body corporate wholly owned, for the purpose of practising law, by lawyers, or by lawyers together with other persons, within rule 12 (Framework of practice);

lawyer

except in rule 12 (Framework of practice), means a member of one of the following professions, entitled to practise as such:

• (a)

  the profession of solicitor, barrister or advocate of the UK;

• (b)

  a legal profession of an Establishment Directive state other than the UK;

• (c)

  a legal profession which has been approved by the Solicitors Regulation Authority for the purpose of multi–national partnerships in England and Wales; or

• (d)

  any other regulated legal profession which is recognised as such by the Solicitors Regulation Authority;

(for the definition of "lawyer" for the purpose of rule 12 (Framework of practice) see 12.05);

lawyer of an Establishment Directive

state means a member, and entitled to practise as such, of a legal profession which is covered by the Establishment of Lawyers Directive 98/5/EC, and includes a solicitor or a barrister of England and Wales;

legal profession

means a profession whose members are lawyers as defined in this rule;

LLP

means a limited liability partnership formed by being incorporated under the Limited Liability Partnerships Act 2000;

member

in relation to a recognised body, means:

• (a)

  a person who has agreed to be a member of a company and whose name is entered in the company's register of members; or

• (b)

  a member of an LLP;

MNP

means a multi-national partnership as defined in section 89(9) of the Courts and Legal Services Act 1990;

non-lawyer

means:

• (a)

  an individual who is not a lawyer as defined in this rule; or

• (b)

  a body corporate which includes an individual who is not a lawyer as defined in this rule; or

• (c)

  a partnership which includes as a partner an individual who is not a lawyer as defined in this rule;

non-registered European lawyer

means a lawyer of an Establishment Directive state who is based at an office or offices outside England and Wales and who is not:

• (a)

  a solicitor, REL or RFL; or

• (b)

  a barrister of England and Wales, Northern Ireland or the Irish Republic, or a Scottish advocate;

officer

in relation to a company, means a director or the company secretary;

overseas

means in or of a jurisdiction other than England and Wales;

overseas practice

means:

• (a)

  the practice of a solicitor or a recognised body from an office or offices outside England and Wales;and

• (b)

  the practice of an REL from an office or offices in Scotland or Northern Ireland;

owner

in relation to a body corporate, means a person with any ownership interest in the body corporate;

partner

includes both an equity partner and a salaried partner in a partnership;

partnership

means an unincorporated body falling within the definition of partnership in section 1 of the Partnership Act 1890, and does not include an LLP;

person

includes an individual, a body corporate, or other legal person;

practice

means:

• (a)

  the activities of a solicitor, in that capacity;

• (b)

  the activities of an REL in the capacity of lawyer of an Establishment Directive state, from an office or offices within the UK;

• (c)

  the activities of an RFL from an office or offices in England and Wales as:

  • (i)

    a partner in an MNP;

  • (ii)

    a director of a recognised body which is a company; or

  • (iii)

    a member of a recognised body which is an LLP; and

• (d)

  the activities of a recognised body;

and "practise" and "practising" should be construed accordingly;

practice from an office

includes practice carried on:

• (a)

  from an office at which you are based; or

• (b)

  from an office of a firm in which you are a principal, director, member or owner, even if you are not based there;

and "practising from an office in England and Wales, etc.", should be construed accordingly;

practice through a body corporate

includes having an ownership interest in a body corporate or being a director of a company, even if you yourself undertake no work for clients of the body corporate;

and "practising through a body corporate" should be construed accordingly;

principal

means a sole practitioner or a partner in a partnership;

principal in a firm

means:

• (a)

  a solicitor or recognised body practising either as a sole principal or as a partner;

• (b)

  an REL practising in the UK either as a sole principal or as a partner; or

• (c)

  an RFL practising from an office in England and Wales as a partner in an MNP;

providing a service through a separate business

means having any active involvement in a separate business which provides that service, and includes:

• (a)

  any substantial ownership in the business;

• (b)

  any direct control over the business, and any indirect control through another person such as a spouse; and

• (c)

  any active participation in the business or the provision of its services to customers;

(being a non-executive director or providing services under rule 13 (In-house practice) does not, on its own, constitute active involvement);

publicity

includes all promotional material and activity, including the name or description of your firm, stationery, advertisements, brochures, websites, directory entries, media appearances, promotional press releases, and direct approaches to potential clients and other persons, whether conducted in person, in writing, or in electronic form, but does not include press releases prepared on behalf of a client;

recognised body

means a body corporate (which can be a company or an LLP) for the time being recognised by the Solicitors Regulation Authority under section 9 of the Administration of Justice Act 1985 and the Solicitors' Recognised Bodies Regulations 2007;

REL (registered European lawyer)

means an individual registered with the Solicitors Regulation Authority under regulation 17 of the Establishment Directive Regulations;

register of European lawyers

means the register of European lawyers maintained by the Solicitors Regulation Authority under regulation 15 of the Establishment Directive Regulations;

RFL (registered foreign lawyer)

means an individual registered with the Solicitors Regulation Authority under section 89 of the Courts and Legal Services Act 1990;

register of foreign lawyers

means the register of foreign lawyers maintained by the Solicitors Regulation Authority under the Courts and Legal Services Act 1990;

right of audience and right to conduct litigation

are to be construed in accordance with Part II and section 119 of the Courts and Legal Services Act 1990;

separate business

means a business which does not carry on the practice of a solicitor, REL or recognised body but which offers a service or services that could properly be offered by a solicitor, REL or recognised body in the course of practice;

shareowner

means:

• (a)

  a member of a recognised body which is a company with a share capital, who owns a share in the body; or

• (b)

  a person who is not a member of a company with a share capital, but owns a share in the body, which is held by a member as nominee;

societas Europaea

means a European public limited liability company within the meaning of article 1 of Council Regulation 2157/2001/EC;

Solicitors' Recognised Bodies Regulations

means the Solicitors' Recognised Bodies Regulations 2007;

subsidiary company

has the meaning assigned by the Companies Act 1985;

UK

means United Kingdom; and

undertaking

in 10.05 and 15.10, means a statement made by you or your firm to someone who reasonably relies upon it, that you or your firm will do something or cause something to be done, or refrain from doing something. The undertaking can be given orally or in writing and need not include the words "undertake" or "undertaking".