Solicitors' Code of Conduct 2007

Rule

24.01

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

approved regulator

means a body listed in paragraph 1 of Schedule 4 to the Legal Services Act 2007 (whether or not that paragraph has been brought into force), or designated as an approved regulator by an order under paragraph 17 of that Schedule, and reference to the Solicitors Regulation Authority as an approved regulator means the Solicitors Regulation Authority carrying out regulatory functions assigned to the Law Society as an approved regulator;

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;

authorised non-SRA firm

means a sole practitioner, partnership, LLP or company authorised to practise by another approved regulator and not by the Solicitors Regulation Authority;

body corporate

means:

• (a)

  a company;

• (b)

  an LLP; or

• (c)

  a partnership which is a legal person in its own right;

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;

claim for redress

in rule 20.05(3), has the same meaning as in section 158 of the Legal Services Act 2007;

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 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 or trust;
(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 (Recognised bodies), means a company registered under Part I of the Companies Act 1985, 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;

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 (Rights and obligations of practice) includes documents, whether written or electronic, relating to the solicitor's client and office accounts;

eligible to be a member or shareowner

in rule 14 (Recognised bodies), 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 lawyer of an Establishment Directive profession (including the UK);

• (e)

  a lawyer of England and Wales;

• (f)

  an individual approved under regulation 3 of the Recognised Bodies Regulations as suitable to be a manager of a recognised body;

• (g)

  a legally qualified body,

and "ineligible" must be construed accordingly;

employee

except in rule 6 (Equality and diversity) includesan individual who is:

• (a)

  employed as a director of a company;

• (b)

  engaged under a contract of service (for example, as an assistant solicitor) by a firm or its wholly owned service company; or

• (c)

  engaged under a contract for services (for example, as a consultant or a locum), made between a firm or organisation and:

  • (i)

    that individual;

  • (ii)

    an employment agency; or

  • (iii)

    a company which is not held out to the public as providing legal services and is wholly owned and directed by that individual,

• under which the firm or organisation has exclusive control over the individual's time for all or part of the individual's working week; or in relation to which the firm or organisation has designated the individual as a fee earner in accordance with arrangements between the firm or organisation and the Legal Services Commission pursuant to the Access to Justice Act 1999; and "employer" and "employment" must be construed accordingly;

Establishment Directive

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

Establishment Directive profession

means any profession listed in Article 1.2(a) of the Establishment Directive, including a solicitor, barrister or advocate of the UK;

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 which is a body incorporated in an Establishment Directive state, or a partnership with separate legal identity formed under the law of an Establishment Directive state:

• (a)

  which has an office in an Establishment Directive state but does not have an office in England and Wales;

• (b)

  whose ultimate beneficial owners include at least one individual who is not a lawyer of England and Wales but is, and is entitled to practise as, a lawyer of an Establishment Directive profession;

• (c)

  whose managers include at least one such individual, or at least one body corporate whose managers include at least one such individual;

• (d)

  75% of whose ultimate beneficial ownership is in the hands of individuals who are, and are entitled to practise as, lawyers of Establishment Directive professions, lawyers of England and Wales, and/or RFLs; and

• (e)

  75% of whose managers comprise such individuals, and/or bodies corporate 75% of whose managers comprise such individuals;

European cross-border practice

has the meaning assigned by 16.01(1);

exempt European lawyer

means a member of an Establishment Directive profession:

• (a)

  registered with the Bar Standards Board; or

• (b)

  based entirely at an office or offices outside England and Wales,

who is not a lawyer of England and Wales (whether entitled to practise as such or not);

firm

means any business through which a solicitor or REL carries on practice other than 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;

immigration tribunal

means:

• (a)

  the asylum support adjudicators;

• (b)

  the Asylum and Immigration Tribunal; and

• (c)

  a tribunal hearing an appeal from (a) or (b);

in-house practice

means a solicitor's practice within 12.01(1)(e) or 12.01(2)(e), or an REL's practice within 12.02(1)(e) or 12.02(2)(e);

lawyer

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 profession whose members are authorised to practise by an approved regulator other than the Solicitors Regulation Authority;

• (c)

  an Establishment Directive profession other than a UK profession;

• (d)

  a legal profession which has been approved by the Solicitors Regulation Authority for the purpose of recognised bodies in England and Wales; or

• (e)

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

lawyer of England and Wales

means a solicitor with a current practising certificate or an individual who is authorised to practise in England and Wales by an approved regulator other than the Solicitors Regulation Authority, but excludes a member of an Establishment Directive profession registered with the Bar Standards Board under the Establishment Directive;

legal profession

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

legally qualified body

for the purposes of these rules and for the purposes of section 9A(6)(h) and (6C) of the Administration of Justice Act 1985 means a body which would meet the services requirement in 14.01(1) and is:

• (a)

  a recognised body;

• (b)

  an authorised non-SRA firm of which individuals who are, and are entitled to practise as, lawyers of England and Wales, lawyers of Establishment Directive professions or RFLs make up at least 75% of the ultimate beneficial ownership; or

• (c)

  a European corporate practice;

LLP

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

manager

means:

• (a)

  a partner in a partnership;

• (b)

  a member of an LLP; or

• (c)

  a director of a company;

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;

non-lawyer

means:

• (a)

  an individual who is not a lawyer practising as such; or

• (b)

  a body corporate

• or partnership which is not:
  • (i)

    a recognised body;

  • (ii)

    an authorised non-SRA firm; or

  • (iii)

    a business, carrying on the practice of lawyers from an office or offices outside England and Wales, in which a controlling majority of the owners and managers are lawyers;

notary public

means a duly certificated notary authorised to practise by the Master of Faculties;

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 from an office outside England and Wales of:

  • (i)

    a solicitor;

  • (ii)

    a recognised body;

  • (iii)

    a manager of a recognised body who is a lawyer of England and Wales;

• (b)

  the activities of an individual non-lawyer as a manager of a recognised body practising from an office outside England and Wales;

• (c)

  the activities of a body corporate as a manager of a recognised body practising from an office outside England and Wales; and

• (d)

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

owner

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

partner

means a person who is or is held out as a partner in an unincorporated firm;

partnership

means an unincorporated partnership, and includes any unincorporated firm in which persons are or are held out as partners, but does not include an LLP;

person

includes an individual and a body corporate;

person qualified to direct reserved work

means an individual who is qualified under statute to do the relevant reserved work and who is:

• (a)

  a fellow-manager; or

• (b)

  the employer, a manager of the firm or a fellow-employee, if the person doing the work is not a manager;

practice

means:

• (a)

  the activities of a solicitor, in that capacity;

• (b)
  • (i)

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

  • (ii)

    the activities of a member of an Establishment Directive profession registered with the Bar Standards Board under the Establishment Directive, in that capacity, from an office or offices in the UK;

• 
  
• (c)

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

  • (i)

    the employee of a recognised sole practitioner;

  • (ii)

    a manager, employee, member or owner of a recognised body or of an authorised non-SRA firm;

  • (iii)

    a manager, member or owner of a body corporate which is a manager, member or owner of a recognised body or of an authorised non-SRA firm;

• (d)

  the activities of a recognised body;

• (e)

  the activities of an individual non-lawyer:

  • (i)

    as a manager of a recognised body; or

  • (ii)

    employed in England and Wales by a recognised body or recognised sole practitioner;

• (f)

  the activities of a body corporate as a manager of a recognised body;

• (g)

  the activities of a lawyer of England and Wales, in that capacity; and

• (h)

  the activities of an authorised non-SRA firm,

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 the sole principal, or a manager, or in which you have an ownership interest, 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

includes having an ownership interest in a body and being a director if the body is a company, even if you yourself undertake no work for the body's clients, and "practising through an authorised non-SRA firm" should be construed accordingly;

principal

means a sole practitioner or a partner in a partnership;

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, etc.) or 15.13 (In-house practice overseas) 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 Bodies Regulations

means the SRA Recognised Bodies Regulations 2009;

recognised body

means a partnership, company or LLP for the time being recognised by the Solicitors Regulation Authority under section 9 of the Administration of Justice Act 1985 and the Recognised Bodies Regulations;

recognised sole practitioner

means a solicitor or REL authorised by the Solicitors Regulation Authority under section 1B of the Solicitors Act 1974 to practise as a sole practitioner;

register of European lawyers

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

register of foreign lawyers

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

REL (registered European lawyer)

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

REL-controlled recognised body

means a recognised body in which RELs, or RELs together with lawyers of England and Wales and/or European lawyers registered with the Bar Standards Board, constitute the national group of lawyers with the largest (or equal largest) share of control of the recognised body either as individual managers or by their share in the control of bodies which are managers, and for this purpose RELs and European lawyers registered with the Bar Standards Board belong to the national group of England and Wales;

reserved work

means the following activities:

• (a)

  advocacy before a court or immigration tribunal;

• (b)

  the conduct of proceedings in a court or immigration tribunal;

• (c)

  the preparation of documents in proceedings before a court or immigration tribunal;

• (d)

  the preparation of instruments and the lodging of documents relating to the transfer or charge of land, and the preparation of trust deeds disposing of capital, within paragraph 5 of Schedule 2 to the Legal Services Act 2007, and the preparation of any other instrument coming within sub-paragraph (1)(c) of that paragraph;

• (e)

  the preparation of papers on which to found or oppose a grant of probate or a grant of letters of administration;

• (f)

  the administration of oaths and statutory declarations;

• (g)

  notarial activities within paragraph 7 of Schedule 2 to the Legal Services Act 2007;

RFL (registered foreign lawyer)

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

separate business

means a business which is not a recognised body, a recognised sole practitioner, an authorised non-SRA firm or a firm within 12.01(2)(a)-(d) or 12.02(2)(a)-(d) but which offers a service or services that could properly be offered by a recognised body;

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;

sole practitioner

means a solicitor or REL practising as a sole principal, and does not include a solicitor or REL practising in-house;

solicitor-controlled recognised body

means a recognised body in which lawyers of England and Wales constitute the national group of lawyers with the largest (or equal largest) share of control of the recognised body either as individual managers or by their share in the control of bodies which are managers;

subsidiary company

has the meaning assigned by the Companies Act 1985;

UK

means United Kingdom;

ultimate beneficial owners

in relation to a body means all those individuals who together beneficially own the body, whether:

• (a)

  directly, as partners in a partnership, members of an LLP or shareholders in a company, or

• (b)

  indirectly:

  • (i)

    as beneficial owners of shares held by nominees or trustees, or

  • (ii)

    by way of an ownership interest in one or more intermediate bodies corporate, or

  • (iii)

    by way of some combination of (i) and (ii) above;

  and "ultimate beneficial ownership" should be construed accordingly;

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"; and

voting rights

in a body includes the right to vote in a partners', members', directors' or shareholders' meeting or otherwise in relation to the body, and "control the exercise of voting rights" shall be interpreted as including de facto as well as legal control over such rights.