Last updated 16 August 2010

RFLs and practice with solicitors in England and Wales

1. Registration as an RFL

1.1 The purpose of registration

The purpose of seeking registration as a registered foreign lawyer (RFL) is to enable you to practise together with solicitors in England and Wales (England and Wales). You will need to be an RFL if you wish to become a "manager" or "owner" of a law firm together with solicitors. If you wish to practise together with solicitors in a firm which is practising in England and Wales, the requirement to register as an RFL applies to you even if you are based outside England and Wales. See below under Practice with solicitors in England and Wales.

In most cases, European lawyers will not need to seek registration as RFLs, either because they are required to register as registered European lawyers (RELs) or because, as "exempt European lawyers", they are exempt altogether from registration with the Solicitors Regulation Authority (SRA). See below under European lawyers.

Apart from European lawyers, who always have to register under the Establishment Directive if they are based wholly or partly in the UK, there is no registration requirement on foreign lawyers who wish to practise in England and Wales without involvement of solicitors or RELs.See below under Practice in England and Wales without registering.

1.2 The register of foreign lawyers

The SRA keeps the register of foreign lawyers under section 89 of and Schedule 14 to the Courts and Legal Services Act 1990 and regulation 12 of the SRA Practising Regulations 2009. Most of the information on the register is available to the public.

1.3 Who can be an RFL

To become an RFL you need to apply to the SRA under section 89 of and Schedule 14 to the Courts and Legal Services Act 1990 and regulation 2 of the SRA Practising Regulations 2009. For your application to succeed, four basic requirements must be fulfilled –

• you must come within the definition of a "foreign lawyer";
• the profession of which you are a member must be approved by the SRA as appropriately regulated;
• your own professional rules must allow practice with solicitors in England and Wales;
• you must have a satisfactory disciplinary record.

"Foreign lawyer"

In order to be registered as an RFL you must be a "foreign lawyer" (as defined in section 89 of the Courts and Legal Services Act 1990) – that is, a person who is not a solicitor of England and Wales or a 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.

You cannot be an RFL if you are an REL.

If you are a solicitor (or barrister) and dually qualified as a member of a legal profession of another jurisdiction, and you want to participate as a foreign lawyer in legal practice together with solicitors, you cannot do so solely as a foreign lawyer – your participation in the practice will be as a solicitor (or barrister) and as a foreign lawyer. You do not need to be an RFL to do this (and indeed you cannot be an RFL – see above).

Approval of your profession by the SRA

Under Schedule 14 to the Courts and Legal Services Act 1990 a foreign lawyer can become an RFL only if the SRA "is satisfied that the legal profession of which the applicant is a member is one which is so regulated as to make it appropriate for members of that profession to be managers of recognised bodies."

If you are a member of more than one legal profession, only one of the professions needs to have been approved in order for you to be eligible for registration as an RFL.

For a list of professions which have been approved, go to "Professions approved by SRA for RFL status". If you want the SRA to approve a profession which is not on that list we will ask you to obtain the necessary information, and you must expect the process to take time.

Your own professional rules must allow practice with solicitors in England and Wales

Before we can register you it is also necessary for the SRA to have received confirmation from all professional bodies which regulate you as a foreign lawyer that their professional rules do not prohibit practice in England and Wales in partnership with English solicitors (or, if appropriate, from practising as a member of an LLP, or as a director of a company, which is a recognised body). If a regulatory body for any legal profession of which you are a member has not yet given this confirmation, we will ask you to obtain it.

For a list of regulatory bodies which have given confirmation see "Regulatory bodies which allow practice with solicitors in England and Wales".

Satisfactory disciplinary record

We will require a certificate of good standing from each bar, law society or chamber of which you are a member (whether or not you are currently practising as a member of that profession). Your certificate of good standing must not be more than three months old. It must confirm your date of admission, that you are of good character and repute, details of past or pending proceedings against you for behaviour amounting to professional or other misconduct, and whether you are currently entitled to practise as a lawyer of the relevant jurisdiction (including, for example, holding a practising certificate if one is required).

The SRA will make a decision based on your certificate(s) of good standing, the statements you make in your application form, and any other relevant information.

1.4 Initial application for registration

To apply to become an RFL for the first time you will need to send us

• the completed application form,
• the fee for initial registration,
• the appropriate contribution to the Solicitors' Compensation Fund,
• a certificate of good standing from each bar, law society or chamber of which you are a member,
• unless your profession has already been approved by the SRA, the information requested by the SRA about the regulation of the profession, and
• unless we already have it, confirmation from the regulatory body or bodies for the profession(s) to which you belong that their rules allow practice with solicitors in England and Wales.

Appeals

If your application for registration is refused you can appeal under the SRA's own appeals procedure under regulation 7.4(c) of the SRA Practising Regulations 2009, and/or to the High Court under paragraph 14(1)(a) of Schedule 14 to the Courts and Legal Services Act 1990.

You can also appeal under the SRA's own appeals procedure under regulation 7.4(o) of the SRA Practising Regulations 2009, and/or to the High Court under paragraph 14(1)(c) of Schedule 14 to the Courts and Legal Services Act 1990, on the basis that the SRA has not determined your application within a reasonable time.

1.5 Practice in England and Wales without registering

If you are a member of one of the European legal professions covered by the Establishment of Lawyers Directive 98/5/EC (see the list of professions in article 1.2(a)[link]), special provisions apply. You will need to read the section on European lawyers.

If you are a foreign lawyer but not a member of one of the European legal professions covered by the Establishment of Lawyers Directive, you may not have to register at all. You are free to carry on practice in England and Wales as a foreign lawyer, either:

• as a sole practitioner; in which case:
  • neither you nor any solicitor you employ may do reserved legal work (litigation, advocacy, court documents, conveyancing, probate applications, trust deeds),
  • neither you nor any solicitor you employ may do non-court immigration work unless authorised by the Immigration Services Commissioner, and
  • any solicitor you employ must comply with rule 13 of the Solicitors' Code of Conduct 2007 (the Code) – in particular see rule 13.11 or
• as a member or owner of a foreign law firm which has no solicitor or REL members or owners, in which case:
  • neither your firm nor any solicitor it employs may do reserved legal work,
  • neither your firm nor any solicitor it employs may do non-court immigration work unless authorised by the Immigration Services Commissioner, and
  • any solicitor your firm employs must comply with rule 13 of the Code – in particular see rule 13.11 or
• as an employee of a law firm, in which case:
  • you must not do advocacy in open court or go on the court record, and must not do other reserved legal work unless supervised by a principal or fellow employee who is entitled to do such work; and
  • you must not do non-court immigration work unless authorised by the Immigration Services Commissioner or supervised by a principal or fellow employee who is entitled to do such work; or
• in in-house practice in commerce, industry, the voluntary sector or public service, in which case:
  • you must not do advocacy in open court or go on the court record, and must not do other reserved legal work unless supervised by a fellow employee who is entitled to do such work; and
  • you must not do non-court immigration work unless authorised by the Immigration Services Commissioner or supervised by a fellow employee who is entitled to do such work.

In any of the above circumstances, you are free to practise in England and Wales without registering with the SRA or any of the other bodies responsible for regulating lawyers in the UK. See also the table in section 1.8.

1.6 Practice with solicitors in England and Wales

If you wish to practise in England and Wales together with solicitors (or with RELs) then you must take into account the ways in which solicitors (and RELs) are permitted to practice.

Solicitors (and RELs) practising in England and Wales have to practise in one of the following ways:

• as a "recognised sole practitioner";
• in a "recognised body" – i.e. a partnership, LLP or company authorised and regulated by the SRA;
• in an "authorised non-SRA firm" – i.e. a body authorised and regulated by a regulatory body other than the SRA; or
• in in-house practice.

To be a "manager", owner or shareholder of a "recognised body", a foreign lawyer will normally be required to be an RFL. For the various situations in which registration has to be as an REL, or in which registration is not required, see the Table in section 1.8.

Note that if you wish to practise in this way together with solicitors in a firm which is practising in England and Wales, the requirement to register as an RFL applies to you even if you are based outside England and Wales.

You may participate in a recognised body only to the extent that the rules of your home state regulatory body allow it.

Some foreign legal professions will not fulfil the SRA's four criteria for professional regulation (regulation as a profession of lawyers, training, a code of conduct and disciplinary sanctions). A member of such a profession will have to obtain approval from the SRA as a "non-lawyer manager" if he or she is to become a "manager" or part owner of a recognised body.

1.7 European lawyers

If you are a member of one of the European legal professions covered by the Establishment of Lawyers Directive 98/5/EC, and you are going to be based wholly or partly in England and Wales you will need to register as an REL, and not as an RFL – subject to some important exceptions:

• If you are a member of an Establishment Directive profession but you are not an EU, EEA or Swiss national, you cannot be registered as an REL. If you are based wholly or partly in England and Wales you will need to register as an RFL in order to be a "manager", owner or shareholder of a recognised body. If you are based entirely outside England and Wales you will be exempt from registration as an RFL - see the definition of an "exempt European lawyer".
• If you are a member of an Establishment Directive profession and are registered with the Bar Standards Board (BSB) under the Establishment Directive, you are an "exempt European lawyer", you cannot be registered as an REL, and you do not have to register as an RFL in order to be a member, director or owner of a recognised body (provided always that this is permitted by the BSB's rules).
• If you are a solicitor of England and Wales or a barrister of England and Wales you cannot be an RFL even if you are dually qualified as a lawyer of another jurisdiction. (Indeed you cannot be an REL either.) You can practise in England and Wales as a solicitor or barrister and/or as a foreign lawyer. You will need to be practising as a solicitor or barrister in order to be a "manager", owner or shareholder of a recognised body. If you are a barrister, note that whether this is permitted will depend on the rules of the BSB.
• If you are a Scottish advocate or a Northern Irish barrister you cannot register as an REL. If you are based wholly or partly in England and Wales you will need to register as an RFL in order to be a "manager", owner or shareholder of a recognised body. Whether this is permitted will depend on the rules of the Faculty of Advocates or the Northern Ireland Bar. However, if you are based entirely outside England and Wales you will be exempt from registration as an RFL - see the definition of an "exempt European lawyer" in rule 24.
• If you are a barrister of the Irish Republic you cannot register as an REL. If you are based wholly or partly in England and Wales you will need to register as an RFL in order to be a "manager", owner or shareholder of a recognised body (provided always that this is permitted by the rules of the Irish Bar). An exception to this is that you do not have to register as an RFL if you are registered with the BSB under the Establishment Directive. You are also exempt from registration as an RFL if you are based entirely outside England and Wales. For both these exemptions, see the definition of an "exempt European lawyer" in rule 24.
• If you are a Scottish solicitor or a Northern Irish solicitor you cannot register as an REL. If you are based wholly or partly in England and Wales you must be registered as an RFL in order to be a "manager", owner or shareholder of a recognised body. If you are based entirely outside England and Wales you will be exempt from registration as an RFL - see the definition of an "exempt European lawyer" in rule 24.

If you are a member of one of the Establishment Directive professions and you are going to be based entirely outside England and Wales, you are an "exempt European lawyer" and do not have to register as an REL or RFL in order to be a "manager", owner or shareholder of a recognised body.

Note that if your profession is regulated in an Establishment Directive state and is approved by the SRA for the purpose of RFLs, but it is not a profession covered by the Establishment Directive – for example, a Dutch notaris (notary) or a German Steuerberater (tax adviser) – you will need to register as an RFL, wherever you are based, in order to be a "manager", owner or shareholder of a recognised body (see the list of professions approved by the SRA for RFLs).

See also the table in 1.8 below.

1.8 Table - registration requirements for a foreign lawyer

		Member of an Establishment Directive profession		Member of a profession of foreign lawyers which is not an Establishment Directive profession
		EU, EEA or Swiss national	Not an EU, EEA or Swiss national	Profession meets the SRA's criteria for professional regulation	Profession does not meet the SRA's criteria for professional regulation
Lawyer based wholly or partly in England and Wales	Partner, member, director, owner or part owner of a recognised body	lawyer must register as an REL (unless registered with the BSB under Establishment Directive)	lawyer must register as an RFL (if the profession is not yet approved by the SRA, approval must be obtained)	lawyer must register as an RFL (if the profession is not yet approved by the SRA, approval must be obtained)	lawyer must obtain approval from the SRA as a "non-lawyer manager"
	Not a partner, member, director, owner or part owner of a recognised body	lawyer must register as an REL (unless registered with the BSB or other UK regulator under Establishment Directive)	no registration required	no registration required	no registration required
Lawyer based wholly outside England and Wales	Partner, member, director, owner or part owner of a recognised body	no registration required (see definition of "exempt European lawyer" in rule 24)	no registration required (see definition of "exempt European lawyer" in rule 24)	lawyer must register as an RFL (if the profession is not yet approved by the SRA, approval must be obtained)	lawyer must obtain approval from the SRA as a "non-lawyer manager"
	Not a partner, member, director, owner or part owner of a recognised body	no registration required	no registration required	no registration required	no registration required

1.9 Practice as an RFL

The purpose of registering as an RFL is to enable a foreign lawyer to participate in a legal practice which is regulated by the SRA:

• as a partner in a partnership which is a recognised body; (even if you are not really a partner you will be treated as a partner for regulatory purposes if you are held out as a partner. For example, if you are in the list of partners on a firm's notepaper, you must be registered as an RFL);
• as a member of an LLP which is a recognised body; (if you are held out as a "partner" in an LLP which is a recognised body, you must be eligible to be a member of that LLP, so you must be registered as an RFL);
• as a director, shareholder or owner of a company which is a recognised body; (if you are held out as a "partner" in a company which is a recognised body, you must be eligible to be a director or shareowner in that body; so you must be registered as an RFL).

Registration as an RFL is not a legal qualification. You will still be practising as a member of your home profession. But registration as an RFL will enable you:

• to participate as a "manager" or owner of a recognised body (i.e. a firm which is authorised by the SRA to do legal work, and whose participants include solicitors and/or RELs);
• to refer to yourself as an RFL if you are working in a recognised body as a "manager" or employee (although there is no requirement for you to be an RFL in order to be an employee of a recognised body);
• to refer to yourself as an RFL if you are working as an employee of a "recognised sole practitioner" (although there is no requirement for you to be an RFL in order to be an employee of a recognised sole practitioner);
• to refer to yourself as an RFL if you are working as a "manager" or employee of an "authorised non-SRA firm" (although there is no requirement in the SRA's rules for you to be an RFL in order to be a "manager" or employee of an authorised non-SRA firm);
• to do and to supervise immigration work (other than work related to litigation), provided you are working as a "manager" or employee of a recognised body or an authorised non-SRA firm, or as an employee of a recognised sole practitioner (and you will also be able to draft court documents, and to appear in court in chambers, under supervision of a suitably qualified person in the firm – but there is no requirement for you to be an RFL to work in this way).

For the provisions in the Code which limit the ways in which you may practise as an RFL, see rule 12.03.

 Rule 12.03(2) of the Code emphasises that if an RFL is practising in some other capacity – for example, as a sole practitioner, or as a partner in a foreign law firm which does not include any solicitor or REL participants, or as an in-house lawyer – he or she is not practising as an RFL and must not be held out as an RFL or as regulated by the SRA.

Becoming an RFL will not give you any advantage in seeking entry to the UK.

1.10 Application of the rules

The SRA has statutory powers to regulate RFLs. These statutory powers derive from section 89 of and Schedule 14 to the Courts and Legal Services Act 1990, and from the Registered Foreign Lawyers Order 2009 (S.I. 2009 No. 1589)[link to doct in Reg Framework on website]. The enactments adapt relevant provisions of the Solicitors Act 1974—including the SRA's rule making powers—so as to apply them to RFLs.

 Rule 23.01(1)(c) of the Code states that, as an RFL practising from an office in England and Wales, the whole body of rules in the Code will apply to you if you are:

The Solicitors' Accounts Rules 1998 will apply to you in situations (i), (ii) and (iii) above. The Solicitors' Indemnity Insurance Rules will apply to you in situations (ii) and (iii). The Solicitors' Financial Services (Scope) Rules 2001 and the Solicitors' Financial Services (Conduct of Business) Rules 2001 will apply to your firm if it is a recognised body.

If you breach the rules the SRA can refer you to the Solicitors Disciplinary Tribunal, and you can be reprimanded, fined (with no limit as to the amount), have your registration suspended, or be struck off the register of foreign lawyers. In the near future the SRA itself will have the power to rebuke an RFL publicly, or to fine an RFL up to £2,000. The SRA or the Tribunal also have the power under certain circumstances to prohibit an RFL from being involved in a recognised body or in the practice of a solicitor or REL – see section 43 of the Solicitors Act 1974.

1.11 Activities of an RFL when not practising as such

Application of the Code

In general, the Code will not apply to you in respect of:

However the following provisions of the Code will nevertheless apply to you:

•  rule 1.06 (public confidence) will apply to you in cases (i), (ii) and (iii) above – see rules 15.01(1)(b)(i) and 23.02(a);
•  rule 12.03(2) (prohibition on being held out as an RFL when not practising as such) will apply to you in cases (i), (ii) and (iii) above – see rules 15.01(1)(b)(iv) and 23.02(d);
•  rules 12.03(3) and 21 (separate businesses) will apply to you if you are practising in England and Wales as an RFL and you also provide services as a lawyer in any other way, whether in England and Wales or anywhere in the world – see rules 15.01(1)(b)(iv) and 23.02(d);
•  rule 12.03(4)(a) (prohibition on being wrongly held out as a lawyer of England and Wales) will apply to you in cases (i), (ii) and (iii) above – see rules 15.01(1)(b)(iv) and 23.02(d);
•  rule 12.03(4)(b)-(d) (prohibition on wrongly undertaking reserved legal activities) will apply to you in England and Wales, in whatever capacity you are acting – see rule 23.02(d);
•  rule 12.03(5) (prohibition on wrongly undertaking immigration work) will apply to you in England and Wales, Scotland or Northern Ireland, in whatever capacity you are acting – see rules 15.01(1)(b)(iv) and 23.02(d).

An RFL's "separate business"

If an RFL, practising as such from an office in England and Wales, also participates in a "separate business", the RFL must comply with rule 21 of the Code. A "separate business" is a business which is not regulated by the SRA or other approved regulator, but which provides services which could be provided through a solicitors' firm. A "separate business" could include an RFL's separate law firm as a foreign lawyer – e.g. the RFL's separate practice as a sole practitioner practising law under his or her home title.

 Rule 21.02 prohibits an RFL's "separate business" from providing core legal services, unless the "separate business" comes within one of the exceptions in the rule – especially an RFL's separate law firm as a foreign lawyer.

If you have a practice as an RFL and you do participate in a "separate business", including a separate foreign law firm, rule 21.05 requires you to put certain safeguards in place to ensure that it is not mistaken for a recognised body.

2. Reserved legal work and immigration work

2.1 Reserved legal work

Some legal services in England and Wales are reserved to lawyers of England and Wales and their employees, and to certain European lawyers.

Litigation

The conduct of litigation is reserved to solicitors and certain other specified types of lawyer.

As an RFL you will not be able to conduct litigation – although your firm will be able to do so in the firm's name.

Advocacy

Advocacy in court is reserved to solicitors, barristers and certain other specified types of lawyer.

As an RFL you will not be able to appear in open court. However you will be able to appear in chambers if you are appropriately supervised by a solicitor or other lawyer in the firm who is entitled to conduct the litigation.

Court documents, conveyancing, probate applications, trust deeds

The following activities are reserved to solicitors, barristers, notaries and certain other specified types of lawyer:

• preparing court documents,
• preparing contracts and conveyances for the transfer of interests in land, or lodging documents with the Land Registry,
• preparing documents to apply for probate or letters of administration, or to oppose such an application,
• preparing trust deeds which dispose of capital.

As an RFL you will be able to do these activities but only if you do so under the direction and supervision of a solicitor or other lawyer in the firm who is entitled to do that work in his or her own right.

2.2 Immigration work

Immigration advice and immigration services may be provided in England and Wales only by solicitors, barristers, certain other specified types of lawyer, persons registered with the Office for the Immigration Services Commissioner or persons exempt from registration.

As an RFL you will not be able to appear in open court in an immigration case. However you will be able to appear in chambers in an immigration case if you are appropriately supervised by a solicitor or other lawyer in the firm who is entitled to conduct the litigation.

As an RFL, if you are working in a firm regulated by the SRA or another approved regulator, you will be able to do and to supervise immigration work other than court work – including advising and representing clients generally, preparing entry applications, writing letters, conducting tribunal cases in your name or in the name of your firm, preparing tribunal documents and appearing before tribunals. The tribunals concerned are the Asylum and Immigration Tribunal, the Asylum Support Tribunal, and tribunals hearing appeals from those tribunals.

3. What being an RFL allows you to do

If you are a foreign lawyer, you have to be an RFL in order to be an owner, "manager" or shareholder of an SRA-regulated firm (a recognised body) – unless you are a member of one of the professions of "lawyer of England and Wales", or an REL, or an "exempt European lawyer".

3.1 What an RFL can do in an SRA-regulated firm

An RFL working as a "manager" or employee in the practice of a recognised body, or as an employee in the practice of a recognised sole practitioner can:

• prepare documents reserved to English lawyers, provided he or she does so under appropriate supervision by a qualified person within the firm (see above), and provided the firm is entitled to do that particular work (see below);
• appear before a court in chambers if he or she does so under appropriate supervision by a qualified person within the firm (see above);
• do or supervise immigration work which does not involve court proceedings;
• do or supervise any unreserved work – English legal work, foreign legal work, or "man or woman of affairs" work (including business or financial advice or making business or financial arrangements) – that the firm is entitled to do;
• do or supervise foreign legal work which is reserved to lawyers of the RFL's home jurisdiction, provided he or she can do this within the rules of his or her own profession.

There are some restrictions on what an SRA-regulated firm (recognised sole practitioner or recognised body) is entitled to do, and in particular:

• the firm cannot prepare contracts or conveyances for the transfer of interests in land, or lodge documents with the Land Registry, or prepare documents to apply for probate or letters of administration or to oppose such an application, if the sole practitioner is an REL of a profession not permitted to do that particular work, or if none of the "managers" of the recognised body is a lawyer authorised to do that work;
• the firm can provide financial services within the ambit of the Solicitors' Financial Services (Scope) Rules 2001, but if it is to do financial services work outside the ambit of those rules (i.e. if it is to provide mainstream financial services) the firm will have to be authorised by the Financial Services Authority as well as being recognised by the SRA.

As a foreign lawyer, you are permitted to practise as an RFL within an SRA-regulated firm, but there is a difference between:

• being an owner, "manager" or shareholder, in which case you have to be an RFL (unless you are a member of one of the professions of "lawyer of England and Wales", or an REL, or an "exempt European lawyer"); and
• being an employee, in which case you do not have to be an RFL. Indeed, if you are an employee, the only additional rights you get from being an RFL are being allowed to do non-court immigration work unsupervised, and being allowed to supervise such work.

3.2 What an RFL can do in a firm regulated by another approved regulator

The SRA's rules allow you to practise as an RFL as an owner, "manager", shareholder or employee of an "authorised non-SRA firm".

The only "reserved work" which the SRA authorises to do in your own right is work related to proceedings in immigration tribunals. In addition the SRA authorises you to do non-reserved immigration work (immigration advice, writing letters on behalf of clients, etc.).

If you are practising as an RFL in an authorised non-SRA firm, and you do work of a type within the scope of the firm's authorisation, most of the SRA's rules will not apply to you - see rule 23.02(2)(a).

As an RFL in an authorised non-SRA firm, the only work you are allowed to do outside the scope of the firm's authorisation is the sort of work appropriate to an in-house lawyer acting for the firm itself, or for work colleagues, or for related bodies, or pro bono, in the limited circumstances set out in rule 13 - see especially rule 13.01(2).

As to what other restrictions would be imposed by the rules of the firm's approved regulator, you would need to approach the approved regulator direct. Similarly, whether you are required to be an RFL will depend on the rules of that regulator.

3.3 Practising in house

As a lawyer of another jurisdiction you can work in house in England and Wales in commerce, industry, the voluntary sector or the public service, provided your home rules permit this. However, you will not be practising as an RFL, and must not hold yourself out as such, or use your status as an RFL (e.g. to do or supervise immigration work).

3.4 Practising in a foreign law firm

As a lawyer of another jurisdiction, you could also work in England and Wales in the practice of a foreign law firm (including your own sole practice as a foreign lawyer) which is not required to be authorised by the SRA or any other approved regulator and is not so authorised. However, you will not be practising as an RFL, and must not hold yourself out as such, or use your status as an RFL (e.g. to do or supervise immigration work).

4. Setting up a mixed practice of solicitors and RFLs

A mixed practice of solicitors and RFLs (or of RELs and RFLs), if it is to have an office in England and Wales, must be a "recognised body". A recognised body is a partnership, LLP or company which is recognised by the SRA under section 9 of the Administration of Justice Act 1985, rule 14 of the Code and the SRA Recognised Bodies Regulations 2009. At least one solicitor or REL must be a "manager", and the body must be at least 75 per cent owned by lawyers of England and Wales, lawyers of Establishment Directive professions and/or RFLs.

The SRA has statutory powers to regulate RFLs and recognised bodies, and all "managers" and employees of recognised bodies. These statutory powers derive from the Solicitors Act 1974, the Administration of Justice Act 1985, the Courts and Legal Services Act 1990 and the Registered Foreign Lawyers Order 2009.

4.1 Composition and structure of a recognised body

The rules of the SRA govern not only the personal conduct of the lawyers and others whom it regulates but also the structure and activities of their firms. Before you can set up a recognised body you need to make sure that the body's composition and structure meet the conditions laid down in the rules.

The rules of the SRA govern not only the personal conduct of the lawyers and others whom it regulates but also the structure and activities of their firms. Before you can set up a recognised body you need to make sure that the body's composition and structure meet the conditions laid down in the rules.

The composition and structure of a recognised body is governed by rule 14 of the Code which contains, among others, the following important provisions.

If the body is a partnership

• the partnership may be formed under the law of England and Wales, or under the law of any other jurisdiction (in which case it could have separate legal personality, and it could be a limited liability partnership);
• all the partners must be lawyers of England and Wales, RELs, RFLs, "exempt European lawyers", "legally qualified bodies", or individual non-lawyers approved by the SRA – see rule 14.04(1);
• at least one of the partners must be a solicitor or an REL; or a "legally qualified body" which has at least one "manager" who is a solicitor or an REL;
• at least 75 per cent of the partners must be lawyers of England and Wales, lawyers of Establishment Directive professions, RFLs or "legally qualified bodies";
• lawyers of England and Wales, lawyers of Establishment Directive professions and/or RFLs must make up at least 75 per cent of the ultimate beneficial ownership of the body;
• any non-lawyer who has any ownership interest in the body must be a "manager", and must be an individual approved by the SRA.

See also below under Partnerships formed under foreign law.

If the body is an LLP

• the body must be incorporated in England and Wales or in Scotland;
• the body must have at least two members;
• all the members must be lawyers of England and Wales, RELs, RFLs, "exempt European lawyers", "legally qualified bodies", or individual non-lawyers approved by the SRA – see rule 14.05(1);
• at least one of the members must be a solicitor or an REL; or a "legally qualified body" which has at least one "manager"who is a solicitor or an REL;
• at least 75 per cent of the members must be lawyers of England and Wales, lawyers of Establishment Directive professions, RFLs or "legally qualified bodies";
• lawyers of England and Wales, lawyers of Establishment Directive professions and/or RFLs must make up at least 75 per cent of the ultimate beneficial ownership of the body;
• any non-lawyer who has any ownership interest in the body must be a "manager", and must be an individual approved by the SRA.

If the body is a company

• the body must be incorporated in England and Wales, in Scotland, or in another Establishment Directive state, or incorporated in Northern Ireland as a societas Europaea;
• all the directors must be lawyers of England and Wales, RELs, RFLs, "exempt European lawyers", or individual non-lawyers approved by the SRA – see rule 14.06(1);
• at least one of the directors must be a solicitor or an REL;
• at least 75 per cent of the directors must be lawyers of England and Wales, lawyers of Establishment Directive professions or RFLs;
• all the members (shareholders) and all the shareowners must be lawyers of England and Wales, RELs, RFLs, "exempt European lawyers", "legally qualified bodies", or individual non-lawyers approved by the SRA – see rule 14.06(2);
• lawyers of England and Wales, lawyers of Establishment Directive professions and/or RFLs must make up at least 75 per cent of the ultimate beneficial ownership of the body;
• any non-lawyer who has any ownership interest in the body must be a "manager", and must be an individual approved by the SRA.

One-person companies

Some RFLs may wish to form a one-person company for tax or other purposes and for the company (rather than the individual RFL) to be a "manager", owner or shareholder of a recognised body, but this is not allowed – see rule 14.04(1)(f), 14.05(1)(f), 14.06(1), 14.06(2)(f), and the definitions of "legally qualified body" and "European corporate practice" in rule 24.

Applying for recognition as a recognised body

Applications for recognition of a partnership, LLP or company as a recognised body, and applications for approval of a non-lawyer "manager", are governed by the SRA Recognised Bodies Regulations 2009.

The application for recognition as a recognised body must be made to the SRA's Information Services Department on the appropriate form and with the appropriate application fee and Compensation Fund contribution. Recognition must be obtained before practice can commence.

4.2 Name, letterhead, website, e-mails, fax heading and other publicity of a recognised body

 Rule 7 of the Code governs the publicity of recognised bodies, including their name and the letterhead, website and e-mails of their practice in England and Wales.

If the recognised body is a partnership

The letterhead, website, e-mails and fax heading of the partnership must include:

• the words "regulated by the Solicitors Regulation Authority";
• the name under which the partnership is recognised by the SRA, and the partnership's SRA number;
• if the partnership has 20 or fewer partners, a list of all the partners;
• if the partnership has more than 20 partners, either a list of all the partners, or a statement that a list of the partners is open to inspection at the office.

If the partners include persons other than solicitors, the list of partners must:

It is not acceptable to list only resident partners, or to include in the list of partners an assistant or consultant lawyer, or a deceased founder of the firm – such persons may be listed separately, if their status is made clear.

If your firm is the result of a merger between a foreign law firm and a solicitors' firm, it may adopt the name of the foreign law firm, or the name of the solicitors' firm, or a completely new name provided it is not misleading.

If the recognised body is an LLP

The letterhead, website, e-mails and fax heading of the LLP must include:

• the words "regulated by the Solicitors Regulation Authority";
• the LLP's corporate name and number as registered at Companies House;
• if the LLP has 20 or fewer members and is practising under a name other than its corporate name, a list of all the members, identified as members;
• if the LLP is practising under its corporate name, or if it has more than 20 members, either a list of all the members, identified as members, or a statement that a list of the members is open to inspection at the office;
• the words "limited liability partnership" (or the Welsh equivalent) in full;
• a statement that the LLP is registered in Englandand Wales, or in Scotland, as appropriate.

If the members include persons other than solicitors, the list of members must:

If the recognised body is a company

The letterhead, website, e-mails and fax heading of the company must include:

• the words "regulated by the Solicitors Regulation Authority";
• the company's corporate name and number as registered at Companies House;
• if the company has only one director, the name of the director, identified as director;
• if the company has more than one director, either a list of all the directors, identified as directors, or a statement that a list of the directors is open to inspection at the office;
• a statement that the company is registered in Englandand Wales, or in Scotland, or as appropriate.

If the directors include persons other than solicitors, the list of directors must:

4.3 Manager "qualified to supervise"

 Rule 5 of the Code requires at least one of its your firm's partners, members or directors must be "qualified to supervise", i.e.

• must have been entitled to practise as a lawyer for at least 36 months in the past ten years; and
• must have completed a minimum of twelve hours' training in management skills. This training could have been obtained at any time, in England and Wales, in the lawyer's home jurisdiction, or elsewhere.

Note that a "lawyer" includes any "lawyer of England and Wales", including a barrister, notary, legal executive, licensed conveyancer, patent agent, trade mark agent or law costs draftsman. As an RFL you can be the partner, director or member who is "qualified to supervise"

4.4 Accounts and accountants' reports

 The Solicitors' Accounts Rules 1998 lay down detailed requirements for handling client money (including trust money), keeping accounting records, and annual accountant's reports. Amongst other requirements a new recognised body will need to have systems in place from the outset to ensure that:

• client money is kept separate from money belonging to your firm,
• client money is kept in special client accounts in banks or building societies in England and Wales,
• only certain persons can authorise withdrawals from a client account,
• accounting records distinguish client money from office money,
• records, bank statements, and paid cheques or digital images of them, are kept for a prescribed time and are available for inspection by the reporting accountant or the SRA.

In order to comply with the Accounts Rules a substantial firm will need to have an accounting software system which is compatible with the rules. Before setting up new accounting procedures, it may be helpful to get advice from a firm of accountants who prepare accountant's reports for solicitors' firms of similar size to your own firm.

Your firm will have to deliver an annual accountant's report to the SRA and you will need to engage a registered auditor or firm of registered auditors to prepare the report. The report for a partnership must name all the "managers" of the firm (partners in a partnership, members of an LLP, or directors of a company) – and not just those who are resident in England and Wales.

 Rule 15.27 in the Code imposes similar (though less detailed) requirements in respect of overseas practice. Firms dominated and controlled by foreign lawyers are generally exempt.

4.5 Financial services

If your recognised body is going to provide financial services in the UK in the course of legal practice it can do so without obtaining authorisation from the Financial Services Authority provided that the work done stays within limits laid down in the Solicitors' Financial Services (Scope) Rules 2001.

If the recognised body is likely to step outside these limits and provide mainstream financial services, it must first obtain authorisation from the Financial Services Authority.

4.6 Professional indemnity insurance

Under the Solicitors' Indemnity Insurance Rules a recognised body must have "qualifying insurance". In certain cases where the firm includes one or more RELs a written exemption may be obtained from the SRA on the basis that the firm has equivalent cover under the REL's home state rules. If you want more information about this see Appendix 3 to the Solicitors' Indemnity Insurance Rules. For qualifying insurance:

• the insurer must be on the SRA's list of "qualifying insurers";
• the policy must meet the minimum terms and conditions laid down in Appendix 1 to the Solicitors' Indemnity Insurance Rules;
• the minimum cover for a recognised body which is a partnership or an unlimited company is £2,000,000 for any one claim; and
• the minimum cover for a recognised body which is an LLP or a limited company is £3,000,000 for any one claim.

Your recognised body must not commence practice before qualifying insurance is in place. If it does, the "Assigned Risks Pool" will automatically provide the firm's qualifying insurance cover, but at a punitive cost - and the firm and its principals will be in breach of the rules. Similarly, your firm's insurance must be renewed in time for the beginning of the new indemnity year every 1 October.

Insurance for offices outside England and Wales

Under rule 15.26 of the Code, certain recognised bodies must also have indemnity insurance cover for their offices outside England and Wales. Cover under rule 15.26 is required in respect of:

• any offices of the recognised body outside the UK, if the body is a "solicitor-controlled recognised body" as defined in rule 24 – see rule 15.01(2)(a)(ii);
• any offices of the recognised body in Scotland or Northern Ireland, if the body is a "solicitor-controlled recognised body" or an "REL-controlled recognised body" as defined in rule 24 – see rule 15.01(2)(b)(ii) and (iii).

If any recognised body with offices outside the UK has any "managers" who are solicitors, or if a recognised body employs any solicitors at an office outside the UK, then those solicitor "managers" or employees have to be covered by professional indemnity insurance under rule 15.26, even if the recognised body itself does not have to have cover under that rule. See rule 15.01(2)(a)(i).

Similarly, if any recognised body with offices in Scotland or Northern Ireland has any "managers" who are solicitors or RELs, or if a recognised body employs any solicitors or RELs at an office in Scotland or Northern Ireland, then those solicitor or REL "managers" or employees have to be covered by professional indemnity insurance under rule 15.26, even if the recognised body itself does not have to have cover under that rule. See rule 15.01(2)(b)(i).

Indemnity cover under rule 15.26 does not have to be "qualifying insurance", or from a "qualifying insurer", but it has to be reasonable having regard to the circumstances of the practice – see rule 15.26(2)(b).

4.7 The importance of continuity – what happens if you are left as the last man (or woman) standing?

An RFL partner in a partnership which is a recognised body may need to bear in mind issues relating to maintaining the continuity of the firm. There are two particular scenarios which an RFL partner should be aware of:

• If the last solicitor or REL partner dies or leaves the firm, leaving behind a partnership but with no solicitor or REL member there are two possibilities:
  • If the new situation was not reasonably foreseeable, and provided a new solicitor or REL partner is taken into partnership within 28 days, the partnership's status as a recognised body will be deemed to have continued uninterrupted – see rule 14.01(2)(b).
  • In all other cases, the partnership's status as a recognised body ceases from the date of the death or departure, and the firm must cease forthwith to practise as a recognised body – see rule 14.04(3)(a).Whether or not the firm is able to continue in some other guise, all clients will have to be informed, all reserved work carried on by partners or employees based on the status of the former partner or the firm must cease forthwith, and the firm will cease to be eligible for qualifying insurance, meaning that cover for anything the firm does from that point on may be open to dispute. All the partners in the former recognised body will be required to deliver the firm's final accountant's report.
• If on the other hand the death or departure of one or more partners leaves an RFL as the sole remaining principal, the firm's status as a recognised body expires on that date. This is because a sole practitioner is not regarded as a "body", so regulation 10 of the SRA Recognised Bodies Regulations 2009 will apply. Equally, the RFL cannot obtain temporary authorisation as a recognised sole practitioner, as this status is only open to a solicitor or REL. Whether or not the sole principal is able to continue in practice as a foreign lawyer, the firm must cease forthwith to practise as a recognised body, and the sole principal will no longer be practising as an RFL – see rule 12.03(2)(a) of the Code. All clients will have to be informed, all reserved work carried on by partners or employees based on the status of former partners or the firm must cease forthwith, and the firm will cease to be eligible for qualifying insurance, meaning that cover for anything the firm does from that point on may be open to dispute. All the partners in the former recognised body will be required to deliver the firm's final accountant's report.

The commercial and professional implications of these scenarios are unattractive, and some thought might be given to forward planning so as to avoid these situations arising if at all possible.

4.8 Money laundering reporting requirements

Under rule 5 of the Code your recognised body must have appropriate systems in place to meet the requirements of UK law in relation to money laundering.

4.9 Notifications

We require a recognised body or its managers to notify our Information Services Department within seven days of the following – see rule 14.07(2) to (5):

• any change in the body's name;
• any change in its registered office and/or any of its practising addresses;
• any change to its "managers";
• any change to its members and/or shareowners if it is a company;
• change in the body's status from an unlimited company to a limited company
• occurrence of a "relevant insolvency event" in relation to the body, or an analogous event in another European jurisdiction if the body is incorporated there.

As well as being a requirement of the rules, keeping us up to date with information about the structure of your recognised body helps to prevent problems arising both for you and for the SRA at the time of the annual renewal of recognition of recognised bodies, registrations of RFLs and RELs, and solicitors' practising certificates.

4.10 Renewal arrangements

The annual renewal exercise is the joint responsibility of the recognised body and the individuals concerned.

The body must have a system for ensuring that at all times:

• the firm does not breach rules governing who may be a partner, director, member or owner;
• no solicitor employee is practising without a practising certificate;
• no European lawyer in the firm who should be registered under the Establishment Directive is unregistered;
• no foreign lawyer in the firm who should be registered as an RFL is unregistered;
• all "managers" and owners who are barristers, notaries, legal executives, licensed conveyancers, patent agents, trade mark agents or law costs draftsmen are entitled to practise as such;
• all non-lawyer "managers" have a current approval from the SRA;
• any corporate "managers" meet the criteria for "legally qualified bodies".

However, it is particularly important to check all these requirements at renewal time in the light of the undertakings given in the relevant renewal forms.

4.11 "Overlapping" partnerships

If a firm is carrying on practice wholly outside England and Wales the rules governing its composition and structure are more liberal than those for a firm with an office in England and Wales. Under rule 12.01(2)(d) solicitors are allowed to practise outside England and Wales:

• in partnership with foreign lawyers who are not registered with the SRA;
• in partnerships and bodies corporate which are not recognised bodies; and
• in firms whose partners, directors or owners include up to 49 per cent non-lawyers, provided this is allowed in the country where the firm is operating.

However, if a firm has an office in England and Wales all foreign lawyers who are partners, directors, members and shareowners must be appropriately registered, and any non-lawyer participants must be approved by the SRA as "managers" and their participation must not exceed 25 per cent.

Some foreign law firms may wish to set up a recognised body to practise from offices in England and Wales without altering the arrangements for that part of their global practice which is conducted from offices outside England and Wales. If they do this the recognised body must be treated as an independent law firm and not as a subsidiary of the foreign law firm (except in the special case of a "European corporate practice", which is permitted to own a recognised body and treat it as a subsidiary). In all cases, full professional responsibility for the conduct of the recognised body must rest with its "managers".

A recognised body which is separate from (though associated with) a larger foreign law firm may share its fees with the foreign law firm.

5. Continuing registration requirements as an RFL

5.1 Yearly renewal of registration

To remain on the register you need to renew your registration yearly. You must apply by 31 October for renewal and if you fail to do so your registration will eventually be revoked – see regulation 9.2(a)(ii) of the SRA Practising Regulations 2009.

If you are a "manager" or employee in a recognised body, it may be that your application for renewal will be included in the firm's application for bulk renewal of all its solicitors' practising certificates and all its RELs' and RFLs' registrations. However you are always personally responsible for seeing that your application is made on time, that all your details in the application form are correct, and that your registration is in fact renewed.

No certificate of good standing is required on renewal of registration. On annual renewal you (or your firm) will have to pay your annual registration fee and annual Compensation Fund contribution.

Appeals

If your application for renewal of registration is refused you can appeal under the SRA's own appeals procedure under regulation 7.4(c) of the SRA Practising Regulations 2009, and/or to the High Court under paragraph 14(1)(a) of Schedule 14 to the Courts and Legal Services Act 1990.

You can also appeal under the SRA's own appeals procedure under regulation 7.4(o) of the SRA Practising Regulations 2009, and/or to the High Court under paragraph 14(1)(c) of Schedule 14 to the Courts and Legal Services Act 1990, on the basis that the SRA has not determined your application within a reasonable time.

5.2 Revocation or expiry of registration

Your registration can be revoked if:

• you fail to apply for renewal of your registration by 31 October, or
• you apply for your registration to be revoked under regulation 9.2(c) of the SRA Practising Regulations 2009.

The SRA may refuse to revoke an RFL's registration if there is an outstanding complaint against the applicant or for any other reason relating to the public interest.

Your registration will expire if:

• you become a solicitor of England and Wales or a barrister of England and Wales;
• you become an REL; or
• you cease to be a member of any regulated legal profession or cease to be entitled to practise as such (but for striking off or suspension in the home jurisdiction see 5.3 below).

5.3 Automatic suspension of registration

Your registration will automatically be suspended if:

• you are made subject to a bankruptcy order, or its equivalent in another jurisdiction; or
• you are struck off or suspended in any of your home jurisdictions.

The SRA has discretion to grant an application for re-instatement. In the case of bankruptcy, re-instatement is normally only granted subject to conditions. In the case of striking off or suspension in an RFL's home jurisdiction, re-instatement would only be granted in exceptional circumstances.

5.4 Change of name

You can apply to change your name on the register, e.g. on marriage or on acquiring a title. We ask for evidence such as your marriage certificate, deed poll or statutory declaration.

6. Partnerships formed under foreign law

A partnership does not have to be formed under English law to become a recognised body; partnerships formed under Scots, Northern Irish or foreign law are also eligible, provided the composition of the partnership complies with rule 14.04. It makes no difference whether the partnership has or does not have separate legal personality.

An English, Scottish, Northern Irish or foreign partnership can be a member (shareholder) or shareowner of a recognised body which is a company, provided the partnership comes within the definition of a "legally qualified body". Note that a partnership with separate legal personality can be a "European corporate practice".

A Scottish partnership, or a foreign partnership with separate legal personality, can be a partner in a recognised body which is a partnership or a member of a recognised body which is an LLP, provided the Scottish or foreign partnership comes within the definition of a "legally qualified body". Note that a partnership with separate legal personality can be a "European corporate practice".

6.1 Partnerships without separate legal personality

Here are some examples of partnerships which have no legal personality of their own but are simply individual partners carrying on business together:

• general or limited partnerships formed under the law of England and Wales,
• general partnerships formed under the law of Northern Ireland,
• general or limited liability partnerships formed under the law of New York, Illinois or Georgia (USA),
• limited liability partnerships formed under the law of Delaware which have exercised the option under Delaware law to negative the partnership's separate legal personality.

6.2 Partnerships with separate legal personality

Here are some examples of partnerships which have separate legal personality – i.e. which have the status of a legal person, separate from that of their partners:

• general partnerships formed under the law of Scotland,
• general partnerships formed under the law of Norway,
• limited partnerships formed under the law of Sweden
• limited liability partnerships formed under the law of Jersey,
• limited liability partnerships formed under the law of California, Texas, Minnesota or Washington DC.
• limited liability partnerships formed under the law of Delaware which have not exercised the option under Delaware law to negative the partnership's separate legal personality.