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Rule 12: Framework of practice

 

The Solicitors' Code of Conduct 2007 has been replaced on the 6 October 2011 by the SRA Code of Conduct 2011 as part of the introduction of outcomes-focused regulation.

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Rule 12 of the Code of Conduct was amended on 31 March 2009 as part of a general updating of the rules to introduce firm-based regulation and legal disciplinary practices as provided for in the Legal Services Act 2007.

 

Introduction

This rule sets out the types of business through which solicitors, RELs, RFLs and recognised bodies may practise under the regulation of the Solicitors Regulation Authority. The restrictions are necessary to ensure that members of the public receiving services from solicitors, RELs and their firms have all the client protections provided under the current statutory framework, and so that the Authority can adequately regulate the firm within its current statutory powers. The guidance signposts the reader to other rules which deal with particular types of business in more detail. The rule restricts the types of business available in order to reflect statutory provisions and to ensure that clients and the public have the protections provided for by statute.

Rule

12.01 Solicitors

Practice from an office in England and Wales
  • (1)

    You may practise as a solicitor from an office in England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        solicitors, with or without REL s and/or recognised bodies;

      • (ii)

        solicitors and RFL s, with or without REL s;

      • (iii)

        solicitors, RELs and non-registered European lawyers, with or without RFLs; or

      • (iv)

        solicitors, RELs, non-registered European lawyers and recognised bodies;

    • (c)

      as a director, member or shareowner of a company which is a recognised body;

    • (d)

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

    • (e)

      in the employment of any firm in which a solicitor or an REL would be permitted to participate under this rule as a sole principal, partner, director, member or shareowner, for practice from an office in England and Wales; or

    • (f)

      in any other employment, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice).

    • (a)

      as a recognised sole practitioner or the employee of a recognised sole practitioner;

    • (b)

      as a solicitor exempted under 20.03(2) from the obligation to be a recognised sole practitioner;

    • (c)

      as a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm; or

      • (ii)

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

      provided that all work you do is either of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work);

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice, etc.).

  • (2)

    You must not, as a solicitor:

    • (a)

      be a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      be a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body, unless you do so as an in-house solicitor.

Practice from an office outside England and Wales
  • (32)

    You may practise as a solicitor from an office outside England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above, together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        if the partnership has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (e)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under (d) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (d) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        if the body corporate has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers;

    • (f)

      in the employment of any firm in which a solicitor or an REL would be permitted to participate under this rule as a sole principal, partner, director or owner, for practice as a solicitor from an office outside England and Wales or as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland; or

    • (g)

      in any other employment, provided that you undertake work only as permitted by 15.13 (In-house practice overseas).

    • (a)

      as a sole practitioner (including a recognised sole practitioner);

    • (b)

      as the employee of a sole principal who is a lawyer;

    • (c)

      as a manager, employee, member or owner of a recognised body, provided that if any of the body's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (d)

      as a manager, employee, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners;

      • (iii)

        if any of the business's managers or owners are non-lawyers and any manager or owner is subject to the rules for local lawyers, the composition and structure of the business complies with those rules; and

      • (iv)

        if any of the business's managers or owners are non-lawyers and the office is in an Establishment Directive state, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by 15.13 (In-house practice overseas).

12.02 RELs

If you are an REL:

Practice from an office in England and Wales
  • (1)

    You may practise as a lawyer of an Establishment Directive statean REL from an office in England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        RELs, with or without solicitors and/or recognised bodies;

      • (ii)

        RELs and RFLs, with or without solicitors;

      • (iii)

        RELs and non-registered European lawyers, with or without solicitors and/or RFLs; or

      • (iv)

        RELs, non-registered European lawyers and recognised bodies, with or without solicitors;

    • (c)

      as a director, member or shareowner of a company which is a recognised body;

    • (d)

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

    • (e)

      in the employment of any firm in which an REL or a solicitor would be permitted to participate under this rule as a sole principal, partner, director, member or shareowner, for practice from an office in England and Wales; or

    • (f)

      in any other employment, provided that you undertake work only for your employer, or as permitted by rule 13 (in-house practice).

    • (a)

      as a recognised sole practitioner or the employee of a recognised sole practitioner;

    • (b)

      as an REL exempted under 20.03(2) from the obligation to be a recognised sole practitioner;

    • (c)

      as a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm;or

      • (ii)

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

      provided that all work you do is either of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work);

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice, etc.).

  • (2)

    You must not, as a lawyer of an Establishment Directive state:

    • (a)

      be a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      be a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body, unless you do so as an in-house lawyer.

Practice from an office in Scotland or Northern Ireland
  • (32)

    You may practise as a lawyer of an Establishment Directive statean REL from an office in Scotland or Northern Ireland in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above, together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (e)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under (d) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (d) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers;

    • (f)

      in the employment of any firm in which an REL or a solicitor would be permitted to participate under this rule as a sole principal, partner, director, or owner, for practice as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland or as a solicitor from an office outside England and Wales; or

    • (g)

      in any other employment, provided that you undertake work only as permitted by 15.13 (In-house practice overseas).

    • (a)

      as a sole practitioner (including a recognised sole practitioner);

    • (b)

      as the employee of a sole principal who is a lawyer;

    • (c)

      as a manager, employee, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners; and

      • (iii)

        if any of the business's managers or owners are non-lawyers, the professional rules governing a solicitor of that jurisdiction would allow such a solicitor to practise through a business of that composition and structure;

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by 15.13 (In-house practice overseas).

12.03 RFLs

Practice in the capacity of an RFL
  • (1)

    In these rules,Your practice as a foreign lawyer in the capacity of an RFL is confined to practice as:

    • (a)

      practice as a partner in an MNP which has an office in England and Wales and which consists of:

      • (i)

        solicitors and/or RELs, together with RFLs; or

      • (ii)

        RELs, RFLs and non-registered European lawyers, with or without solicitors;

    • (b)

      practice as a director of a company which is a recognised body; and

    • (c)

      practice as a member of an LLP which is a recognised body,

    and if you practise in that capacity you will be subject to these rules and to regulation by the Solicitors Regulation Authority.

    • (a)

      the employee of a recognised sole practitioner;

    • (b)

      a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (c)

      a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm; or

      • (ii)

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

      in which case all the work you do must be of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work).

Practice in another capacity than as an RFL
  • (2)

    If you provide services as a foreign lawyer in any of the following ways in England and Wales or elsewhere, you will not be practising in the capacity of an RFL and you must not be held out or described in that context as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority:

    • (a)

      as a sole principal; or

    • (b)

      as a manager, member or owner of any business or organisation other than a recognised body or an authorised non-SRA firm; or

    • (c)

      as a manager, member or owner of a body corporate which is a manager, member or owner of any business or organisation other than a recognised body or an authorised non-SRA firm; or

    • (d)

      as the employee of any business or organisation other than a recognised sole practitioner, a recognised body or an authorised non-SRA firm.

    • (b)

      as a partner in a partnership in which none of the partners is a solicitor, or an REL;

    • (c)

      as a director of a company, or a member of an LLP, which is not a recognised body; or

    • (d)

      as the employee of a business which is not the practice of a solicitor, an REL or a recognised body,

    and you must not be held out or described in that context as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority.

  • (3)

    You must not be held out or described as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority, in the context of:

    • (a)

      employment in the practice of a solicitor, an REL or a recognised body; or

    • (b)

      participation in any firm which operates wholly outside England and Wales.

  • (43)

    If you have a practice under (1) above, and another business under (2) above, the latter is a "separate business" for the purpose of these rules and you must therefore comply with rule 21 (Separate businesses).

Scope of practice of an RFL
  • (5)

    Whether practising in your capacity as an RFL or not, you must not:

    • (a)

      undertake work which you are not qualified or entitled to undertake by the law of England and Wales; or

    • (b)

      appear as advocate before any court or tribunal in England and Wales in which you have no right of audience.

  • (4)

    Whether or not you are practising in the capacity of an RFL you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a lawyer of England and Wales;

    • (b)

      undertake the following reserved work in England and Wales:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, except under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, except at the direction and under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital,

    unless you also have an appropriate legal qualification as a lawyer of England and Wales.

  • (5)

    If you are not practising in the capacity of an RFL you must not give immigration advice or provide immigration services in the UK unless:

    • (a)

      you are entitled under the Immigration and Asylum Act 1999 to do that work in your own right; or

    • (b)

      you do the work under the supervision of a person who is not a solicitor, an REL or an RFL but is entitled under the Immigration and Asylum Act 1999 to do that work.

12.04 Recognised bodies

Practice from an office in England and Wales
  • (1)

    A recognised body may practise from an office in England and Wales in the following ways only:

    • (a)

      as a stand-alone firm;

    • (b)

      as a manager, member or owner of another recognised body; or

    • (c)

      as a manager, member or owner of an authorised non-SRA firm, in which case the services you provide must all fall within the scope of the firm's authorisation;

    • (d)

      as an executor, trustee or nominee company, or a company providing company secretarial services, owned and operated by another recognised body or by a recognised sole practitioner.

    • (b)

      as a body corporate wholly owned by, and providing services in conjunction with:

      • (i)

        the practice of a solicitor or an REL as a sole principal;

      • (ii)

        a partnership consisting of:

        • (A)

          solicitors and/or RELs and/or recognised bodies;

        • (B)

          solicitors and/or RELs together with RFLs;

        • (C)

          RELs and non-registered European lawyers, with or without solicitors and/or RFLs; or

        • (D)

          RELs, non-registered European lawyers and recognised bodies, with or without solicitors;

      • (iii)

        another recognised body;

    • (c)

      as a partner in a partnership consisting of

      • (i)

        recognised bodies, with or without solicitors and/or RELs; or

      • (ii)

        recognised bodies, RELs and non-registered European lawyers, with or without solicitors; or

    • (d)

      as a member or shareowner of another recognised body.

  • (2)

    A recognised body must not practise as:

    • (a)

      a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body.

Practice from an office outside England and Wales by a recognised body incorporated in England and Wales
  • (3)

    A recognised body which is incorporated in England and Wales may practise from an office outside England and Wales in the following ways only:

    • (a)

      as a stand-alone firm;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        if the partnership has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a member or shareowner of another recognised body;

    • (e)

      as a director or owner of a body corporate which is wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers; or

    • (f)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under(e) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (e) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        if the body corporate has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers.

Practice from an office outside England and Wales by a recognised body incorporated outside England and Wales
  • (4)
    • (a)

      In relation to practice from an office outside England and Wales, a recognised body incorporated outside England and Wales is not subject to these rules except as specified in this paragraph.

    • (b)

      The recognised body is subject to:

      • (i)

        this paragraph;

      • (ii)

        1.06 (Public confidence);

      • (iii)

        rule 14 (Incorporated practice); and

      • (iv)

        rule 15 (Overseas practice), but only to the extent that rule 15 specifically applies any provision of these rules to a recognised body incorporated outside England and Wales.

    • (c)

      If a provision of these rules does not apply to a recognised body incorporated outside England and Wales, 14.01(4) will not apply to a director, member or shareowner of the recognised body or a person employed to work in the practice of the recognised body, in relation to that rule.

Practice from an office outside England and Wales
  • (2)

    A recognised body may practise from an office outside England and Wales in the following ways only:

    • (a)

      as a stand-alone firm, provided that if any of the body's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (b)

      as a manager, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners;

      • (iii)

        if any of the business's managers or owners are non-lawyers and any manager or owner is subject to the rules for local lawyers, the composition and structure of the business complies with those rules; and

      • (iv)

        if any of the business's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (c)

      as an executor, trustee or nominee company, or a company providing company secretarial services, owned and operated by another recognised body or by a recognised sole practitioner.

12.05 Managers and employees authorised by another approved regulator Definition of "lawyer" in this rule

In this rule, "lawyer" means a member, and entitled to practise as such, of:

    • (a)

      a legal profession covered by the Establishment Directive, including a solicitor and a barrister of England and Wales; or

    • (b)

      a legal profession not covered by the Establishment Directive, but excluding a lawyer whose registration under section 89 of the Courts and Legal Services Act 1990 is suspended or whose name has been struck off the register.

  • (1)

    If you are a manager or employee of a recognised body or an employee of a recognised sole practitioner and you are not a solicitor but you are authorised by an approved regulator other than the SRA, you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a solicitor;

    • (b)

      undertake the following reserved work in England and Wales, unless authorised by your approved regulator to do so:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, unless authorised by your approved regulator or acting under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, unless authorised by your approved regulator or acting under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital;

    • (e)
      • (i)

        undertake the conduct of immigration tribunal proceedings in the UK or advocacy before an immigration tribunal in the UK unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work;

      • (ii)

        prepare documents in the UK for immigration tribunal proceedings unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work or acting under the supervision of a person qualified to direct reserved work; or

    • (f)

      give immigration advice or undertake immigration services in the UK which are not within (b) to (e) above, unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work, or acting under the supervision of an individual working in the firm who is authorised under statute to do that work.

12.06 Managers and employees who are not lawyers

  • (1)

    If you are a manager or employee of a recognised body or an employee of a recognised sole practitioner and you are not a lawyer of England and Wales, an RFL, or a lawyer of an Establishment Directive profession, you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a lawyer of England and Wales;

    • (b)

      undertake the following reserved work in England and Wales:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, except under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, except at the direction and under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital;

    • (e)
      • (i)

        undertake the conduct of immigration tribunal proceedings in the UK or advocacy before an immigration tribunal in the UK unless you are authorised by the Immigration Services Commissioner to do that work;

      • (ii)

        prepare documents in the UK for immigration tribunal proceedings unless you are authorised by the Immigration Services Commissioner to do that work, or acting under the supervision of a person qualified to direct reserved work; or

    • (f)

      give immigration advice or undertake immigration services in the UK which are not within (b) to (e) above, unless you are authorised by the Immigration Services Commissioner to do that work or you do the work under the supervision of an individual working in the firm who is authorised under statute to do that work.

Guidance to rule 12 – Framework of practice

  • 1.

    Rule 12 imposes restrictions on the type of business through which you may practise as a lawyer regulated by the Solicitors Regulation Authority. The main prohibitions can be summarised as follows:

    • (a)

      A solicitor may not practise from an office in England and Wales:

      • (i)

        in any partnership which has a separate legal identity;

      • (ii)

        through any body corporate which is not a recognised body; or

      • (iii)

        in partnership with any individual who is not directly regulated by the Solicitors Regulation Authority, except where there is an REL in the partnership, in which case non-registered European lawyers may also be partners.

        Examples of partnerships which have separate legal identities are a general partnership formed under the law of Scotland, and a limited liability partnership formed under Californian law. Examples of partnerships which do not have separate legal identities are a general partnership formed under the law of England and Wales, and a limited liability partnership formed under the law of New York. Further guidance as to limited liability partnerships formed under the laws of various US states is available from the Professional Ethics Guidance Team.

    • (b)

      A solicitor may practise with other lawyers from an office outside England and Wales in almost any kind of partnership or body corporate. Subject to strict limitations, a solicitor may also practise in partnership, or share ownership of a corporate firm with:

      • (i)

        an individual who is not a lawyer;

      • (ii)

        a body corporate which is not wholly owned and directed by lawyers; and

      • (iii)

        a partnership with a separate legal identity, whose partners are not all lawyers.

    • (c)

      A recognised body must have one office in England and Wales, under 14.06(1). It is subject to restrictions in relation to its English and Welsh office(s) similar to those which apply to a solicitor – but, unlike a solicitor, a recognised body is not allowed to practise in England and Wales in partnership with an RFL. A recognised body which provides services direct to clients and is paid for the service provided is a "stand-alone firm" for the purpose of 12.04(1)(a). An executor, trustee or nominee company which is owned by a partnership is providing services in conjunction with a firm for the purpose of 12.04(1)(b). See notes 15 and 16 of the guidance to rule 14 (Incorporated practice).

    • (d)

      In relation to the practice of a recognised body from offices outside England and Wales, rule 12 applies differently according to whether the recognised body is incorporated in, or outside, England and Wales. All recognised bodies are subject to rule 14 (Incorporated practice) as to their own internal structure. A recognised body incorporated outside England and Wales can be a partner in a partnership which does not have an office in England and Wales, or share ownership of a corporate firm which does not have an office in England and Wales, without restriction. Although the rule allows a recognised body to participate in another firm which includes non-lawyers such a firm would have to be separate from the recognised body's practice from its office(s) in England and Wales.

    • (e)

      An REL is subject to the same restrictions as a solicitor in relation to practice from an office in England and Wales, or in Scotland or Northern Ireland, but is not subject to rule 12 in relation to practice from an office outside the UK. Although the rule would allow an REL to practise from an office in Scotland or Northern Ireland in a firm which includes non-lawyers, the rules governing Scottish solicitors and Northern Irish solicitors do not currently allow it.

    • (f)

      Partnerships between solicitors and RFLs, or between RELs and RFLs, are called multi-national partnerships (MNPs). An MNP cannot have a recognised body as a partner. An information booklet on RFLs and multi-national practice is available from the Professional Ethics Guidance Team. An RFL is subject to rule 12 only in relation to practice in England and Wales in partnership with a solicitor or an REL, or as a director of a recognised body which is a company, or as a member of a recognised body which is an LLP, except that:

      • (i)

        subrule 12.03(2) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the Solicitors Regulation Authority in the context of participation in a business which is not a firm; and

      • (ii)

        subrule 12.03(3) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the Solicitors Regulation Authority in the context of employment in a firm, or participation in a firm with no office in England and Wales.

  • 2.

    Subrule 12.03(3)(a) does not prevent you from being described as an RFL in order to show that you are entitled to be held out as a "partner" of an LLP – see notes 34 to 37 of the guidance to rule 7 (Publicity).

  • 3.

    Other rules govern, or restrict, certain specific types of practice, as follows:

    • (a)

      Rule 13 (In-house practice) sets out the limited circumstances in which, as an in-house solicitor or in-house REL in England and Wales, you can provide services to persons other than your employer.

    • (b)

      Rule 14 (Incorporated practice) governs the internal structure of a recognised body. The provisions of rule 14 link with the prohibitions in rule 12 on practising from an office in England and Wales through a body corporate which is not a recognised body. The Solicitors' Recognised Bodies Regulations 2007 set out the formalities relating to applying for recognition, etc.

    • (c)

      Rule 15 (Overseas practice) governs practice as a solicitor from an office outside England and Wales, or an REL's practice as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland. It also governs the overseas practice of a recognised body. Rule 15 applies or modifies other rules in relation to overseas practice. Sometimes a provision does not apply at all, or is replaced with a more flexible requirement suitable to practice in other jurisdictions.

    • (d)

      Rule 8 (Fee sharing) sets out the limited circumstances in which you may share fees with non-lawyers. Fee sharing with non-lawyers is not generally allowed, except with a partner permitted for overseas practice under rule 12, or for the purpose of raising capital or obtaining services for the firm. Note in particular, that:

      • (i)

        fee sharing with non-lawyers remains prohibited in relation to European cross-border practice (see rule 16 (European cross-border practice));

      • (ii)

        a firm cannot share its fees even with an overseas partnership or overseas corporate firm which is permitted under rule 12, if that other firm includes non-lawyers.

    • (e)

      Rule 21 (Separate businesses) prohibits you from providing some services through a business which is not regulated by the Solicitors Regulation Authority. If you practise in England and Wales you are generally required to provide legal services as a practising lawyer regulated by the Authority. If you provide other "solicitor-like" services through a business which is not regulated by the Authority you must put in place safeguards to prevent confusion arising from your professional status. For example:

      • (i)

        under 21.04 you may have a separate business as an estate agent but you must comply with all the safeguards set out in 21.05.

      • (ii)

        under 21.02 you may not have a separate business which provides trustee, executor or nominee services in England and Wales, so such a trustee, executor or nominee company must be a recognised body.

  • 4.

    You should note the following matters of law:

    • (a)

      If you are an REL you have the same rights of audience, rights to conduct litigation and rights to draft litigation documents as a solicitor, but you must act in conjunction with a solicitor and/or barrister. You may not do or supervise reserved conveyancing or probate work unless you are qualified to do that work under regulation 12 or 13 of the European Communities (Lawyer's Practice) Regulations 2000 (SI 2000 /1119). At present:

      • (i)

        RELs qualified in Cyprus, the Czech Republic, Denmark, Finland, Hungary, Iceland, the Irish Republic, Liechtenstein, Norway, Slovakia and Sweden are entitled to do reserved conveyancing work in England and Wales; and

      • (ii)

        RELs qualified in Austria, Cyprus, Denmark, Finland, Germany, Iceland, the Irish Republic, Liechtenstein, Norway, Slovakia and Sweden are entitled to do reserved probate work in England and Wales.

    • (b)

      If you are an RFL you are not a "qualified person" under the Solicitors Act 1974. Becoming an RFL does not confer any right of audience, right to conduct litigation or right to do or supervise reserved conveyancing, probate, trust or litigation work. An RFL who is a partner in an MNP cannot even do certain work which an employee of the MNP could do – appearing in chambers as a solicitor's clerk, or doing reserved conveyancing, probate, trust or litigation work under the supervision of a solicitor. However, an RFL who is a director of a recognised body which is a company or a member of a recognised body which is an LLP can do reserved conveyancing, probate, trust or litigation work under the supervision of a "qualified person" in the recognised body. If the recognised body is a company that person must be a co-director and if the recognised body is an LLP that person must be a fellow member.

    • (c)

      RFLs and MNPs exist by virtue of the Courts and Legal Services Act 1990. Under section 89 of and Schedule 14 to that Act:

      • (i)

        a solicitor or barrister of England and Wales, even if not practising as such, cannot be an RFL;

      • (ii)

        only a person who is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside England and Wales can become an RFL;

      • (iii)

        before a lawyer can be registered as an RFL the Solicitors Regulation Authority must have approved that lawyer's profession for the purpose (the Authority's booklet on RFLs lists the professions already approved); and

      • (iv)

        the applicant must be of good standing, there must be no other circumstances to make registration undesirable, and the applicant's own profession must not prohibit practice in partnership with English solicitors in England and Wales (the Authority's booklet on RFLs lists the professional bodies which have already confirmed that their rules do not prohibit practice in partnership with solicitors in England and Wales).

    • (d)

      Under the Immigration and Asylum Act 1999, immigration advice and immigration services may be provided by a firm, on the basis that the service is either provided by or supervised by:

      • (i)

        a solicitor;

      • (ii)

        a lawyer of an Establishment Directive state, including an REL;

      • (iii)

        an RFL who is a partner in an MNP, a director of a recognised body which is a company, or a member of a recognised body which is an LLP; or

      • (iv)

        a legal executive (FILEX) employee of the firm.

    • (e)

      If you are an REL or an RFL, legal restrictions on your right to do or to supervise certain types of work do not prevent you from being the person in a firm who is "qualified to supervise" for the purpose of 5.02 (Persons who must be "qualified to supervise"). However, under 5.01(1)(a) you would have to ensure that unqualified employees do not do reserved work unless supervised by a solicitor, or by an REL who is entitled to undertake and supervise that work. See also notes 8 and 41 of the guidance to rule 5 (Business management).

  • 5.

    Rule 12 governs the types of business through which you may practise, but disgraceful conduct outside your practice may put you in breach of 1.06 (Public confidence).

  • 1.

    The Legal Services Act 2007 (the LSA) provided for significant changes to the regulation of lawyers, and the ways in which they can practise, to increase competition and facilitate access to justice for the public. The framework established by the LSA enables the SRA (as well as other regulators) to update and improve its regulation, and solicitors and RELs to increase the scope of their practice, by allowing:

    • (a)

      the SRA

      • (i)

        to permit and regulate legal disciplinary practices (LDPs),

      • (ii)

        to approve non-lawyers as managers of firms,

      • (iii)

        to apply firm-based regulation to all practices;

    • (b)

      solicitors and RELs

      • (i)

        to practise through an LDP with lawyers regulated by another approved regulator and/or with non-lawyers,

      • (ii)

        to practise through an LDP regulated by another approved regulator.

  • 2.

    The lawyers of England and Wales (other than solicitors) who can practise in an LDP, and their approved regulators for the purposes of the LSA, are:

    barrister
    Bar Council (through the Bar Standards Board)
    legal executive
    Institute of Legal Executives (through ILEX Professional Standards Ltd.)
    licensed conveyancer
    Council for Licensed Conveyancers
    patent agent
    Chartered Institute of Patent Attorneys (through the Intellectual Property Regulation Board)
    trade mark agent
    Institute of Trade Mark Attorneys (through the Intellectual Property Regulation Board)
    law costs draftsman
    Association of Law Costs Draftsmen
    notary public
    Faculty Office of the Archbishop of Canterbury.

    Firms regulated by one of the other approved regulators are referred to in the rules as authorised non-SRA firms.

  • 3.

    A non-lawyer must be approved by the SRA under regulation 3 of the Recognised Bodies Regulations to be a manager of a recognised body.

  • 4.

    Rules 12, 13, 14 and 20 make up the framework rules which set out the ways in which individuals and bodies subject to the SRA's rules can practise, and restrictions upon those individuals and bodies. Rule 12 imposes restrictions on the type of firm through which you may practise if you are a solicitor, an REL, an RFL or a recognised body. It also sets out the restrictions on you if you are a manager or employee of a firm regulated by the SRA and you are a lawyer regulated by another approved regulator or are a non-lawyer. The ability to impose such restrictions on any individual or body in a firm providing legal services and, if necessary, enforce them enables the SRA to protect clients and the public interest as anticipated by the LSA.

  • 5.

    Rule 12 governs the types of business through which you may practise, but disgraceful conduct outside of practice may put you in breach of 1.06 (Public confidence) if you are a solicitor, an REL or an RFL, and 10.01 (Not taking unfair advantage) if you are a solicitor or an REL. Rule 10.05(1)(c) and (d), (2) and (3) (undertakings given outside the course of practice) apply to you if you are a solicitor or REL.

  • 6.

    The SRA's approach to regulation is primarily firm-based. The LSA facilitates this to ensure proper regulation of practices that can involve a variety of lawyers and non-lawyers. This approach does not prevent the SRA taking regulatory action against individuals, as well as firms, in appropriate cases. This could include action against anyone in the firm including non-lawyer managers and employees, as the requirements in the Code apply to all recognised bodies and their managers and employees, as well as to solicitor and REL sole practitioners and their employees (23.01(1)).

Solicitors – Rule 12.01

England and Wales
  • 7.

    The rule requires every private practice firm providing legal services to the public in England and Wales under the SRA's regulation to be a recognised body or a recognised sole practitioner. A solicitor can be a manager, employee, member or owner of a recognised body, or of a body corporate which is a manager, member or owner of a recognised body. "Manager" is the term used in the LSA to refer to a partner in a partnership, a member of an LLP or a director of a company. Owner is included, in addition to manager, as you may be a shareowner in a company but not hold a directorship. Member is included, in addition to owner, because holding a share (as member of the company) is not the same as owning the share – you could, for example, be holding the share as nominee.

  • 8.

    A recognised body must be at least 75% owned and controlled by lawyers. Rule 14 does not prohibit layers of ownership of recognised bodies, but a body corporate with an ownership interest in a recognised body must itself be a recognised body, an authorised non-SRA firm with at least 75% ownership by lawyers, or a European corporate practice (as defined in rule 24) with similar ownership restrictions.

  • 9.

    New partnerships, companies and LLPs must apply to the SRA for recognition of the firm before being able to practise (rule 14 deals with the composition, structure and services of recognised bodies and the Recognised Bodies Regulations set out the procedural and administrative requirements).

  • 10.

    If you wish to practise on your own account, you must be authorised as a recognised sole practitioner by the SRA endorsing your practising certificate, before you can establish your firm (see 20.03 and the SRA Practising Regulations). There are limited exceptions in 20.03(2) permitting sole practice without such an endorsement, for example when practising entirely outside England and Wales, as a locum or when providing services to family and friends free of charge.

  • 11.

    If you are practising as a manager, employee, member or owner of an authorised non-SRA firm, what you can do will depend on the type of work you want to do, and for whom you want to do it.

    • (a)

      The services you can provide to the public are limited to those which are regulated by the firm's approved regulator. For example, as a partner in a firm regulated by the Council for Licensed Conveyancers (CLC) you could not carry out litigation on behalf of clients of the firm, as the CLC is not authorised to regulate this work. When you are providing services of a type regulated by the firm's approved regulator (whether to the public or to the firm itself), you will primarily be regulated by the firm's regulator, and you will in general be complying with that regulator's rules rather than the SRA's rules – see 23.01(2).

    • (b)

      Under rule 12.01(1)(d) you could also, however, provide services that are not regulated by the firm's approved regulator. As a partner in the CLC-regulated firm you could provide, say, litigation services to the firm itself or, subject to the limitations in rule 13, to colleagues, or to related bodies of the firm, or to clients on a pro bono basis. When providing services which are not regulated by the firm's approved regulator, you will be subject to all the SRA's rules.

  • 12.

    Rule 13 (In-house practice, etc.) sets out the limited circumstances in which, if you are an in-house solicitor in England and Wales, you can provide services to persons other than your employer.

Outside England and Wales
  • 13.

    If you are a sole practitioner and practise only from an office outside England and Wales, you will not need to be (and will not be able to be) a recognised sole practitioner. However, if your sole practice also has an office in England and Wales, you will need to be a recognised sole practitioner.

  • 14.

    A solicitor may practise with other lawyers from an office outside England and Wales in almost any kind of partnership or body corporate, including, for example, through an overseas partnership with a separate legal identity. You can practise as a manager, employee, member or owner of such a firm, which may be an overseas legal practice or a recognised body.

  • 15.

    If the firm is an overseas legal practice (i.e. it is practising entirely outside England and Wales):

    • (a)

      a controlling majority (i.e. more than 50%) of the managers and owners must be lawyers;

    • (b)

      if any of the managers or owners are non-lawyers, and the firm has an office in an Establishment Directive state, the composition and structure of the firm must comply with rules for local lawyers (even if there are no local lawyers in the firm);

    • (c)

      if any of the managers or owners are non-lawyers, and the firm has an office in any other jurisdiction, compliance with local rules with regard to the composition and structure of the firm is only necessary if any of the firm's managers are subject to those rules (either because they are local lawyers, or because the local law applies local rules to the firm).

  • 16.

    If the firm is a recognised body (i.e. it also has an office or offices in England and Wales), and it has any non-lawyer managers or owners, and it has an office in any Establishment Directive state other than the UK, the composition and structure of the firm must comply with rules for local lawyers (even if there are no local lawyers in the firm).

  • 17.

    You may practise as an in-house solicitor outside England and Wales, within the limits set by 15.13 (In-house practice overseas).

Registered European lawyers (RELs) – Rule 12.02

England and Wales
  • 18.

    An REL is subject to the same restrictions as a solicitor in relation to practice from an office in England and Wales.

  • 19.

    If you wish to practise on your own account, you must be authorised as a recognised sole practitioner by the SRA endorsing your certificate of registration, before you can establish your firm.

Outside England and Wales
  • 20.

    The overseas provisions for an REL are the same as for a solicitor except that they apply only in Scotland and Northern Ireland. You are not subject to rule 12 in relation to practice from an office outside the UK.

Registered foreign lawyers (RFLs) – Rule 12.03

England and Wales
  • 21.

    Any foreign lawyer (whether based in England and Wales or elsewhere) must be registered with the SRA as an RFL to be a manager, member or owner of a recognised body, with the following exceptions:

    • (a)

      a foreign lawyer who is also qualified as a lawyer of England and Wales does not have to be an RFL;

    • (b)

      a member of an Establishment Directive profession – except that if the lawyer is not a national of an Establishment Directive state and will be based, or partly based, in England and Wales, he or she does have to be an RFL in order to be a manager, member or owner of a recognised body.

Additional guidance on RFLs and multi-national practice can be found on our website.

  • 22.

    There is no requirement to register as an RFL in order to be employed by a recognised body or a recognised sole practitioner but, if you are registered, you will be subject to SRA regulation in this capacity when working for an SRA regulated firm or an authorised non-SRA firm.

  • 23.

    An RFL is subject to the same restrictions as a solicitor or REL in relation to practice from an office in England and Wales with two exceptions. Your registration as an RFL does not entitle you to practise:

    • (a)

      as an RFL sole practitioner; or

    • (b)

      as an in-house RFL.

  • 24.

    Registration as an RFL is portable to the extent that it will enable you to be a manager, employee, member or owner of an authorised non-SRA firm, although your ability to work within such a firm will depend on the framework of practice requirements of the relevant approved regulator. You will be able to undertake work authorised by the firm's approved regulator (subject to any statutory limitations or requirements). Additionally you will be able to function as an in-house lawyer under rule 13, doing other work for the employer, related bodies, work colleagues and pro bono clients under the SRA's rules. For example, you might be an Australian solicitor employed to do conveyancing work for the clients of a firm authorised by the Council for Licensed Conveyancers. Under the SRA's authorisation of RFLs you could advise the firm and fellow employees on immigration issues, but would need to comply with rule 13 and all other SRA rules.

  • 25.

    Rule 12.03(2) specifies the activities that will constitute practice in a capacity other than as an RFL. In effect, your registration as an RFL will not be relevant in the role of owner or employee of a business in England and Wales which is not regulated by the SRA or one of the other approved regulators. The SRA does not regulate any practice you might have outside the framework established under the LSA, so there must be no implication in such a context that you are an RFL, or that you or the business are regulated by or registered with the SRA or the Law Society. As your work in such a role is not regulated by the SRA, any implication that it is could, for example, lead to removal from the register of RFLs.

  • 26.

    If you are practising as an RFL in an SRA regulated firm or in an authorised non-SRA firm, and at the same time you are involved in a separate legal practice as a foreign lawyer, this will be a separate business and you must comply with the requirements of 21.05.

  • 27.

    Rules 12.03(4) and (5) set out a number of prohibitions relating to RFLs. For example:

    • (a)

      whether or not you are practising as an RFL you cannot be held out or described in any way that suggests you are a lawyer of England and Wales, unless you have an appropriate additional qualification;

    • (b)

      whether or not you are practising as an RFL you must not provide any reserved legal services unless you have an appropriate additional qualification or do the work under appropriate supervision;

    • (c)

      if you are not practising as an RFL you must not give immigration advice or provide (non-reserved) immigration services unless you have an appropriate additional qualification or authorisation or do the work under appropriate supervision.

  • 28.

    Where, in order to satisfy statutory requirements, there is a need for an RFL doing reserved work to be supervised or directed by someone in the firm, this can only be undertaken by a person of equivalent or higher status. For example, it would not be appropriate for the work of an RFL manager to purport to be supervised or directed by an employee.

Outside England and Wales
  • 29.

    The rules in general do not apply to an RFL in relation to practice outside England and Wales. However 15.01 makes clear that 1.06 (Public confidence) applies to an RFL's activities outside England and Wales, whether as a lawyer or in some other business or private capacity. Rule 15.01(1)(b)(iv) states that 12.03(2), (3), (4)(a) and (5) also apply to an RFL's activities outside England and Wales. Rule 12.03(2) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the SRA when participating outside England and Wales in a legal practice which is not authorised by the SRA or any other approved regulator, or in an in-house practice. Rule 12.03(3) provides that when an RFL participates in England and Wales in a legal practice which is authorised by the SRA or another approved regulator, and also participates in a separate practice or business outside England and Wales, he or she must comply with 21.05 (Separate businesses). Rule 12.03(4)(a) provides that an RFL must not be held out outside England and Wales as a lawyer of England and Wales (unless of course the RFL does have such a qualification). Rule 12.03(5) applies in Scotland and Northern Ireland and provides that an RFL who is not practising in that capacity is subject to the prohibitions in note 27(c) above.

Recognised bodies – Rule 12.04

England and Wales
  • 30.

    A recognised body must have at least one office in England and Wales (see rule 14 for the composition and structure requirements for recognised bodies) and may be:

    • (a)

      a stand-alone firm which itself provides legal services to the public;

    • (b)

      a manager, member or owner of another recognised body or of an authorised non-SRA firm (but see below for the services you can provide);

    • (c)

      an executor, trustee or nominee company, or a company providing company secretarial services, which is owned and operated by another recognised body or recognised sole practitioner and is providing services in conjunction with that firm.

  • 31.

    If the recognised body is a manager, member or owner of an authorised non-SRA firm it may only provide services through that firm which the firm is authorised to provide.

  • 32.

    Recognised bodies can have a complex structure, involving multi-layered ownership by other legally qualified bodies (see rule 24). But note that a partnership cannot be a partner in another partnership which is a recognised body (although, as an exception, an overseas partnership with separate legal identity could be a partner in a partnership which is a recognised body). Non-lawyer participation in all recognised bodies is restricted to 25% as measured by three different indicators:

    • (a)

      numbers of managers;

    • (b)

      proportion of shares or other ownership rights;

    • (c)

      proportion of voting rights exercised or controlled.

Outside England and Wales
  • 33.

    If a firm practises only from an office or offices outside England and Wales, it will not need to be (and will not be able to be) a recognised body. However, if the firm also has at least one office in England and Wales it must be a recognised body and can practise as such outside England and Wales.

  • 34.

    Outside England and Wales the rules apply to a "solicitor-controlled recognised body" (and also to an "REL-controlled recognised body" in Scotland or Northern Ireland) – see the definitions in rule 24, and further details in 15.01(2) and 15.27.

  • 35.

    A recognised body can practise outside England and Wales as a stand-alone firm or as a manager, member or owner of an overseas legal practice (i.e. one that practises entirely outside England and Wales). It may also of course practise as a manager, member or owner of another recognised body with an overseas office.

  • 36.

    If the recognised body has any non-lawyer managers or owners, and it has an office in any Establishment Directive state other than the UK, see note 16 above.

  • 37.

    If the recognised body is a manager, member or owner of an overseas legal practice which does not have an office in England and Wales, see note 15 above.

Managers and employees authorised by an approved regulator other than the SRA – Rule 12.05

England and Wales
  • 38.

    Rule 14 permits lawyers and firms authorised by another approved regulator to be owners and managers of a recognised body. Rule 12 sets out the ways in which such persons authorised by other approved regulators can and cannot practise as a manager or employee of a recognised body or as the employee of a recognised sole practitioner. The Code applies to such a manager or employee.

  • 39.

    An individual authorised by another approved regulator cannot practise as a recognised sole practitioner regulated by the SRA as the SRA can only authorise and regulate sole solicitors and RELs. Likewise the SRA can only grant recognised body status to a firm with at least one solicitor or REL manager (or at least one manager which is a legally qualified body with a solicitor or REL manager) so, for example, a firm made up solely of licensed conveyancers or a mix of lawyers approved by other approved regulators cannot become a recognised body.

  • 40.

    The restrictions in 12.05 establish that the following legal prohibitions on non-solicitors, which include those authorised by another approved regulator, will be treated as breaches of the Code:

    • (a)

      you cannot be held out or described in any way that suggests you are, or are entitled to practise as, a solicitor; and

    • (b)

      you must not provide any reserved legal services, unless, for example, authorised by your own approved regulator; or under the supervision and direction of a person qualified to direct such work; or are authorised by another regulator, such as the Office of the Immigration Services Commissioner, to do the work.

  • 41.

    Where, in order to satisfy statutory requirements, there is a need for an individual doing reserved work to be supervised or directed by someone in the firm, this can only be undertaken by a person of equivalent or higher status. For example, it would not be appropriate for the work of a manager to purport to be supervised or directed by an employee.

Outside England and Wales
  • 42.

    A lawyer of England and Wales who is an individual authorised by another approved regulator is subject to the rules in relation to practice outside England and Wales if he or she is a manager of a solicitor-controlled recognised body (and also if he or she is a manager of an REL-controlled recognised body in Scotland or Northern Ireland).

Non-lawyers – Rule 12.06

England and Wales
  • 43.

    From March 2009, non-lawyers can be owners and managers, as well as employees, of SRA-regulated firms. Rule 12 permits a non-lawyer to become a manager or employee of one of the practice vehicles permitted to solicitors, RELs and so on.

  • 44.

    The position of non-lawyer employees changed in 2009 in that the SRA has direct powers of regulation over all employees and not just over solicitors and RELs. The guidance to rules 5 and 23 provides some more detail on this.

  • 45.

    The purpose of rule 12.06 is to establish that the following legal prohibitions on non-lawyers will be treated as breaches of the Code. For example:

    • (a)

      you cannot be held out or described in any way that suggests you are, or are entitled to practise as, a lawyer of England and Wales; and

    • (b)

      you must not provide any reserved legal services, unless, for example, acting under the supervision and direction of a person qualified to direct such work (see also note 41 above), or are authorised by a regulator, such as the Office of the Immigration Services Commissioner, to do the work.

  • 46.

    The LSA requires that any non-lawyer owners of practices must be approved by the SRA, and must also be managers. This means that a non-lawyer could only be a shareowner in a company (whether beneficially or as nominee) if he or she is also a director of the company (subject to a limited exception in 14.01(3)(e)).

Outside England and Wales
  • 47.

    A non-lawyer manager is subject to the rules in relation to practice outside England and Wales if he or she is a manager of a solicitor-controlled recognised body (and also if he or she is a manager of an REL-controlled recognised body in Scotland or Northern Ireland). Non-lawyer employees, employed outside England and Wales, are not subject to the rules.

7/1/2007 12:00:00 AM

Rule 12: Framework of practice

 

The Solicitors' Code of Conduct 2007 has been replaced on the 6 October 2011 by the SRA Code of Conduct 2011 as part of the introduction of outcomes-focused regulation.

Go to SRA Handbook

Rule 12 of the Code of Conduct was amended on 31 March 2009 as part of a general updating of the rules to introduce firm-based regulation and legal disciplinary practices as provided for in the Legal Services Act 2007.

 

Introduction

This rule sets out the types of business through which solicitors, RELs, RFLs and recognised bodies may practise under the regulation of the Solicitors Regulation Authority. The restrictions are necessary to ensure that members of the public receiving services from solicitors, RELs and their firms have all the client protections provided under the current statutory framework, and so that the Authority can adequately regulate the firm within its current statutory powers. The guidance signposts the reader to other rules which deal with particular types of business in more detail. The rule restricts the types of business available in order to reflect statutory provisions and to ensure that clients and the public have the protections provided for by statute.

Rule

12.01 Solicitors

Practice from an office in England and Wales
  • (1)

    You may practise as a solicitor from an office in England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        solicitors, with or without REL s and/or recognised bodies;

      • (ii)

        solicitors and RFL s, with or without REL s;

      • (iii)

        solicitors, RELs and non-registered European lawyers, with or without RFLs; or

      • (iv)

        solicitors, RELs, non-registered European lawyers and recognised bodies;

    • (c)

      as a director, member or shareowner of a company which is a recognised body;

    • (d)

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

    • (e)

      in the employment of any firm in which a solicitor or an REL would be permitted to participate under this rule as a sole principal, partner, director, member or shareowner, for practice from an office in England and Wales; or

    • (f)

      in any other employment, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice).

    • (a)

      as a recognised sole practitioner or the employee of a recognised sole practitioner;

    • (b)

      as a solicitor exempted under 20.03(2) from the obligation to be a recognised sole practitioner;

    • (c)

      as a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm; or

      • (ii)

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

      provided that all work you do is either of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work);

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice, etc.).

  • (2)

    You must not, as a solicitor:

    • (a)

      be a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      be a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body, unless you do so as an in-house solicitor.

Practice from an office outside England and Wales
  • (32)

    You may practise as a solicitor from an office outside England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above, together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        if the partnership has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (e)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under (d) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (d) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        if the body corporate has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers;

    • (f)

      in the employment of any firm in which a solicitor or an REL would be permitted to participate under this rule as a sole principal, partner, director or owner, for practice as a solicitor from an office outside England and Wales or as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland; or

    • (g)

      in any other employment, provided that you undertake work only as permitted by 15.13 (In-house practice overseas).

    • (a)

      as a sole practitioner (including a recognised sole practitioner);

    • (b)

      as the employee of a sole principal who is a lawyer;

    • (c)

      as a manager, employee, member or owner of a recognised body, provided that if any of the body's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (d)

      as a manager, employee, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners;

      • (iii)

        if any of the business's managers or owners are non-lawyers and any manager or owner is subject to the rules for local lawyers, the composition and structure of the business complies with those rules; and

      • (iv)

        if any of the business's managers or owners are non-lawyers and the office is in an Establishment Directive state, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by 15.13 (In-house practice overseas).

12.02 RELs

If you are an REL:

Practice from an office in England and Wales
  • (1)

    You may practise as a lawyer of an Establishment Directive statean REL from an office in England and Wales in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        RELs, with or without solicitors and/or recognised bodies;

      • (ii)

        RELs and RFLs, with or without solicitors;

      • (iii)

        RELs and non-registered European lawyers, with or without solicitors and/or RFLs; or

      • (iv)

        RELs, non-registered European lawyers and recognised bodies, with or without solicitors;

    • (c)

      as a director, member or shareowner of a company which is a recognised body;

    • (d)

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

    • (e)

      in the employment of any firm in which an REL or a solicitor would be permitted to participate under this rule as a sole principal, partner, director, member or shareowner, for practice from an office in England and Wales; or

    • (f)

      in any other employment, provided that you undertake work only for your employer, or as permitted by rule 13 (in-house practice).

    • (a)

      as a recognised sole practitioner or the employee of a recognised sole practitioner;

    • (b)

      as an REL exempted under 20.03(2) from the obligation to be a recognised sole practitioner;

    • (c)

      as a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm;or

      • (ii)

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

      provided that all work you do is either of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work);

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by rule 13 (In-house practice, etc.).

  • (2)

    You must not, as a lawyer of an Establishment Directive state:

    • (a)

      be a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      be a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body, unless you do so as an in-house lawyer.

Practice from an office in Scotland or Northern Ireland
  • (32)

    You may practise as a lawyer of an Establishment Directive statean REL from an office in Scotland or Northern Ireland in the following ways only:

    • (a)

      as a sole principal;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above, together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (e)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under (d) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (d) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers;

    • (f)

      in the employment of any firm in which an REL or a solicitor would be permitted to participate under this rule as a sole principal, partner, director, or owner, for practice as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland or as a solicitor from an office outside England and Wales; or

    • (g)

      in any other employment, provided that you undertake work only as permitted by 15.13 (In-house practice overseas).

    • (a)

      as a sole practitioner (including a recognised sole practitioner);

    • (b)

      as the employee of a sole principal who is a lawyer;

    • (c)

      as a manager, employee, member or owner of a recognised body;

    • (d)

      as a manager, employee, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners; and

      • (iii)

        if any of the business's managers or owners are non-lawyers, the professional rules governing a solicitor of that jurisdiction would allow such a solicitor to practise through a business of that composition and structure;

    • (e)

      as the employee of another person, business or organisation, provided that you undertake work only for your employer, or as permitted by 15.13 (In-house practice overseas).

12.03 RFLs

Practice in the capacity of an RFL
  • (1)

    In these rules,Your practice as a foreign lawyer in the capacity of an RFL is confined to practice as:

    • (a)

      practice as a partner in an MNP which has an office in England and Wales and which consists of:

      • (i)

        solicitors and/or RELs, together with RFLs; or

      • (ii)

        RELs, RFLs and non-registered European lawyers, with or without solicitors;

    • (b)

      practice as a director of a company which is a recognised body; and

    • (c)

      practice as a member of an LLP which is a recognised body,

    and if you practise in that capacity you will be subject to these rules and to regulation by the Solicitors Regulation Authority.

    • (a)

      the employee of a recognised sole practitioner;

    • (b)

      a manager, employee, member or owner of:

      • (i)

        a recognised body; or

      • (ii)

        a body corporate which is a manager, member or owner of a recognised body;

    • (c)

      a manager, employee, member or owner of:

      • (i)

        an authorised non-SRA firm; or

      • (ii)

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

      in which case all the work you do must be of a sort authorised by the firm's approved regulator, or done for the firm itself, or within 13.02 (Work colleagues), 13.03 (Related bodies) or 13.04 (Pro bono work).

Practice in another capacity than as an RFL
  • (2)

    If you provide services as a foreign lawyer in any of the following ways in England and Wales or elsewhere, you will not be practising in the capacity of an RFL and you must not be held out or described in that context as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority:

    • (a)

      as a sole principal; or

    • (b)

      as a manager, member or owner of any business or organisation other than a recognised body or an authorised non-SRA firm; or

    • (c)

      as a manager, member or owner of a body corporate which is a manager, member or owner of any business or organisation other than a recognised body or an authorised non-SRA firm; or

    • (d)

      as the employee of any business or organisation other than a recognised sole practitioner, a recognised body or an authorised non-SRA firm.

    • (b)

      as a partner in a partnership in which none of the partners is a solicitor, or an REL;

    • (c)

      as a director of a company, or a member of an LLP, which is not a recognised body; or

    • (d)

      as the employee of a business which is not the practice of a solicitor, an REL or a recognised body,

    and you must not be held out or described in that context as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority.

  • (3)

    You must not be held out or described as an RFL, or as regulated by or registered with the Law Society or the Solicitors Regulation Authority, in the context of:

    • (a)

      employment in the practice of a solicitor, an REL or a recognised body; or

    • (b)

      participation in any firm which operates wholly outside England and Wales.

  • (43)

    If you have a practice under (1) above, and another business under (2) above, the latter is a "separate business" for the purpose of these rules and you must therefore comply with rule 21 (Separate businesses).

Scope of practice of an RFL
  • (5)

    Whether practising in your capacity as an RFL or not, you must not:

    • (a)

      undertake work which you are not qualified or entitled to undertake by the law of England and Wales; or

    • (b)

      appear as advocate before any court or tribunal in England and Wales in which you have no right of audience.

  • (4)

    Whether or not you are practising in the capacity of an RFL you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a lawyer of England and Wales;

    • (b)

      undertake the following reserved work in England and Wales:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, except under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, except at the direction and under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital,

    unless you also have an appropriate legal qualification as a lawyer of England and Wales.

  • (5)

    If you are not practising in the capacity of an RFL you must not give immigration advice or provide immigration services in the UK unless:

    • (a)

      you are entitled under the Immigration and Asylum Act 1999 to do that work in your own right; or

    • (b)

      you do the work under the supervision of a person who is not a solicitor, an REL or an RFL but is entitled under the Immigration and Asylum Act 1999 to do that work.

12.04 Recognised bodies

Practice from an office in England and Wales
  • (1)

    A recognised body may practise from an office in England and Wales in the following ways only:

    • (a)

      as a stand-alone firm;

    • (b)

      as a manager, member or owner of another recognised body; or

    • (c)

      as a manager, member or owner of an authorised non-SRA firm, in which case the services you provide must all fall within the scope of the firm's authorisation;

    • (d)

      as an executor, trustee or nominee company, or a company providing company secretarial services, owned and operated by another recognised body or by a recognised sole practitioner.

    • (b)

      as a body corporate wholly owned by, and providing services in conjunction with:

      • (i)

        the practice of a solicitor or an REL as a sole principal;

      • (ii)

        a partnership consisting of:

        • (A)

          solicitors and/or RELs and/or recognised bodies;

        • (B)

          solicitors and/or RELs together with RFLs;

        • (C)

          RELs and non-registered European lawyers, with or without solicitors and/or RFLs; or

        • (D)

          RELs, non-registered European lawyers and recognised bodies, with or without solicitors;

      • (iii)

        another recognised body;

    • (c)

      as a partner in a partnership consisting of

      • (i)

        recognised bodies, with or without solicitors and/or RELs; or

      • (ii)

        recognised bodies, RELs and non-registered European lawyers, with or without solicitors; or

    • (d)

      as a member or shareowner of another recognised body.

  • (2)

    A recognised body must not practise as:

    • (a)

      a partner in a partnership which has a separate legal identity, if the partnership has an office in England and Wales; or

    • (b)

      a director, member or owner of a body corporate which has an office in England and Wales and is not a recognised body.

Practice from an office outside England and Wales by a recognised body incorporated in England and Wales
  • (3)

    A recognised body which is incorporated in England and Wales may practise from an office outside England and Wales in the following ways only:

    • (a)

      as a stand-alone firm;

    • (b)

      as a partner in a partnership consisting of:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers;

    • (c)

      as a partner in a partnership consisting of persons under (b) above together with other persons, provided that:

      • (i)

        the partnership has no office in England and Wales;

      • (ii)

        a controlling majority of the partners are persons under (b) above;

      • (iii)

        the involvement of non-lawyers in the partnership does not put the lawyers in breach of any applicable local rules; and

      • (iv)

        if the partnership has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to enter into a partnership with similar involvement of non-lawyers;

    • (d)

      as a member or shareowner of another recognised body;

    • (e)

      as a director or owner of a body corporate which is wholly owned and directed, for the purpose of practising law, by:

      • (i)

        practising lawyers; and/or

      • (ii)

        bodies corporate wholly owned and directed by lawyers for the purpose of practising law; and/or

      • (iii)

        partnerships which have separate legal identity, whose partners are all lawyers; or

    • (f)

      as a director or owner of a body corporate wholly owned and directed, for the purpose of practising law, by persons under(e) above, together with other persons, provided that:

      • (i)

        the body corporate has no office in England and Wales;

      • (ii)

        a controlling majority of the directors and of the owners are persons under (e) above;

      • (iii)

        the involvement of non-lawyers in the body corporate does not put the lawyer directors or owners in breach of any applicable local rules; and

      • (iv)

        if the body corporate has an office in an Establishment Directive state, the rules applying in that jurisdiction would permit local lawyers to practise through a body corporate with similar involvement of non-lawyers.

Practice from an office outside England and Wales by a recognised body incorporated outside England and Wales
  • (4)
    • (a)

      In relation to practice from an office outside England and Wales, a recognised body incorporated outside England and Wales is not subject to these rules except as specified in this paragraph.

    • (b)

      The recognised body is subject to:

      • (i)

        this paragraph;

      • (ii)

        1.06 (Public confidence);

      • (iii)

        rule 14 (Incorporated practice); and

      • (iv)

        rule 15 (Overseas practice), but only to the extent that rule 15 specifically applies any provision of these rules to a recognised body incorporated outside England and Wales.

    • (c)

      If a provision of these rules does not apply to a recognised body incorporated outside England and Wales, 14.01(4) will not apply to a director, member or shareowner of the recognised body or a person employed to work in the practice of the recognised body, in relation to that rule.

Practice from an office outside England and Wales
  • (2)

    A recognised body may practise from an office outside England and Wales in the following ways only:

    • (a)

      as a stand-alone firm, provided that if any of the body's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (b)

      as a manager, member or owner of a business which has no office in England and Wales and meets all the following conditions:

      • (i)

        the business carries on the practice of law;

      • (ii)

        a controlling majority of the managers and the owners are lawyers and/or bodies corporate in which lawyers constitute a controlling majority of the managers and owners;

      • (iii)

        if any of the business's managers or owners are non-lawyers and any manager or owner is subject to the rules for local lawyers, the composition and structure of the business complies with those rules; and

      • (iv)

        if any of the business's managers or owners are non-lawyers and the office is in an Establishment Directive state other than the UK, the rules for local lawyers would permit a local lawyer to practise through a business of that composition and structure;

    • (c)

      as an executor, trustee or nominee company, or a company providing company secretarial services, owned and operated by another recognised body or by a recognised sole practitioner.

12.05 Managers and employees authorised by another approved regulator Definition of "lawyer" in this rule

In this rule, "lawyer" means a member, and entitled to practise as such, of:

    • (a)

      a legal profession covered by the Establishment Directive, including a solicitor and a barrister of England and Wales; or

    • (b)

      a legal profession not covered by the Establishment Directive, but excluding a lawyer whose registration under section 89 of the Courts and Legal Services Act 1990 is suspended or whose name has been struck off the register.

  • (1)

    If you are a manager or employee of a recognised body or an employee of a recognised sole practitioner and you are not a solicitor but you are authorised by an approved regulator other than the SRA, you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a solicitor;

    • (b)

      undertake the following reserved work in England and Wales, unless authorised by your approved regulator to do so:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, unless authorised by your approved regulator or acting under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, unless authorised by your approved regulator or acting under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital;

    • (e)
      • (i)

        undertake the conduct of immigration tribunal proceedings in the UK or advocacy before an immigration tribunal in the UK unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work;

      • (ii)

        prepare documents in the UK for immigration tribunal proceedings unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work or acting under the supervision of a person qualified to direct reserved work; or

    • (f)

      give immigration advice or undertake immigration services in the UK which are not within (b) to (e) above, unless you are authorised by your approved regulator or the Immigration Services Commissioner to do that work, or acting under the supervision of an individual working in the firm who is authorised under statute to do that work.

12.06 Managers and employees who are not lawyers

  • (1)

    If you are a manager or employee of a recognised body or an employee of a recognised sole practitioner and you are not a lawyer of England and Wales, an RFL, or a lawyer of an Establishment Directive profession, you must not:

    • (a)

      be held out in any way which suggests that you are, or are entitled to practise as, a lawyer of England and Wales;

    • (b)

      undertake the following reserved work in England and Wales:

      • (i)

        advocacy in open court;

      • (ii)

        the conduct of court litigation;

      • (iii)

        the administration of oaths and statutory declarations;

    • (c)

      undertake advocacy in chambers in England and Wales, except under instructions given by a person qualified to direct reserved work;

    • (d)

      undertake the following reserved work in England and Wales, except at the direction and under the supervision of a person qualified to direct reserved work:

      • (i)

        the preparation of court documents;

      • (ii)

        the preparation of instruments and the lodging of documents relating to the transfer or charge of land;

      • (iii)

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

      • (iv)

        the preparation of trust deeds disposing of capital;

    • (e)
      • (i)

        undertake the conduct of immigration tribunal proceedings in the UK or advocacy before an immigration tribunal in the UK unless you are authorised by the Immigration Services Commissioner to do that work;

      • (ii)

        prepare documents in the UK for immigration tribunal proceedings unless you are authorised by the Immigration Services Commissioner to do that work, or acting under the supervision of a person qualified to direct reserved work; or

    • (f)

      give immigration advice or undertake immigration services in the UK which are not within (b) to (e) above, unless you are authorised by the Immigration Services Commissioner to do that work or you do the work under the supervision of an individual working in the firm who is authorised under statute to do that work.

Guidance to rule 12 – Framework of practice

  • 1.

    Rule 12 imposes restrictions on the type of business through which you may practise as a lawyer regulated by the Solicitors Regulation Authority. The main prohibitions can be summarised as follows:

    • (a)

      A solicitor may not practise from an office in England and Wales:

      • (i)

        in any partnership which has a separate legal identity;

      • (ii)

        through any body corporate which is not a recognised body; or

      • (iii)

        in partnership with any individual who is not directly regulated by the Solicitors Regulation Authority, except where there is an REL in the partnership, in which case non-registered European lawyers may also be partners.

        Examples of partnerships which have separate legal identities are a general partnership formed under the law of Scotland, and a limited liability partnership formed under Californian law. Examples of partnerships which do not have separate legal identities are a general partnership formed under the law of England and Wales, and a limited liability partnership formed under the law of New York. Further guidance as to limited liability partnerships formed under the laws of various US states is available from the Professional Ethics Guidance Team.

    • (b)

      A solicitor may practise with other lawyers from an office outside England and Wales in almost any kind of partnership or body corporate. Subject to strict limitations, a solicitor may also practise in partnership, or share ownership of a corporate firm with:

      • (i)

        an individual who is not a lawyer;

      • (ii)

        a body corporate which is not wholly owned and directed by lawyers; and

      • (iii)

        a partnership with a separate legal identity, whose partners are not all lawyers.

    • (c)

      A recognised body must have one office in England and Wales, under 14.06(1). It is subject to restrictions in relation to its English and Welsh office(s) similar to those which apply to a solicitor – but, unlike a solicitor, a recognised body is not allowed to practise in England and Wales in partnership with an RFL. A recognised body which provides services direct to clients and is paid for the service provided is a "stand-alone firm" for the purpose of 12.04(1)(a). An executor, trustee or nominee company which is owned by a partnership is providing services in conjunction with a firm for the purpose of 12.04(1)(b). See notes 15 and 16 of the guidance to rule 14 (Incorporated practice).

    • (d)

      In relation to the practice of a recognised body from offices outside England and Wales, rule 12 applies differently according to whether the recognised body is incorporated in, or outside, England and Wales. All recognised bodies are subject to rule 14 (Incorporated practice) as to their own internal structure. A recognised body incorporated outside England and Wales can be a partner in a partnership which does not have an office in England and Wales, or share ownership of a corporate firm which does not have an office in England and Wales, without restriction. Although the rule allows a recognised body to participate in another firm which includes non-lawyers such a firm would have to be separate from the recognised body's practice from its office(s) in England and Wales.

    • (e)

      An REL is subject to the same restrictions as a solicitor in relation to practice from an office in England and Wales, or in Scotland or Northern Ireland, but is not subject to rule 12 in relation to practice from an office outside the UK. Although the rule would allow an REL to practise from an office in Scotland or Northern Ireland in a firm which includes non-lawyers, the rules governing Scottish solicitors and Northern Irish solicitors do not currently allow it.

    • (f)

      Partnerships between solicitors and RFLs, or between RELs and RFLs, are called multi-national partnerships (MNPs). An MNP cannot have a recognised body as a partner. An information booklet on RFLs and multi-national practice is available from the Professional Ethics Guidance Team. An RFL is subject to rule 12 only in relation to practice in England and Wales in partnership with a solicitor or an REL, or as a director of a recognised body which is a company, or as a member of a recognised body which is an LLP, except that:

      • (i)

        subrule 12.03(2) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the Solicitors Regulation Authority in the context of participation in a business which is not a firm; and

      • (ii)

        subrule 12.03(3) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the Solicitors Regulation Authority in the context of employment in a firm, or participation in a firm with no office in England and Wales.

  • 2.

    Subrule 12.03(3)(a) does not prevent you from being described as an RFL in order to show that you are entitled to be held out as a "partner" of an LLP – see notes 34 to 37 of the guidance to rule 7 (Publicity).

  • 3.

    Other rules govern, or restrict, certain specific types of practice, as follows:

    • (a)

      Rule 13 (In-house practice) sets out the limited circumstances in which, as an in-house solicitor or in-house REL in England and Wales, you can provide services to persons other than your employer.

    • (b)

      Rule 14 (Incorporated practice) governs the internal structure of a recognised body. The provisions of rule 14 link with the prohibitions in rule 12 on practising from an office in England and Wales through a body corporate which is not a recognised body. The Solicitors' Recognised Bodies Regulations 2007 set out the formalities relating to applying for recognition, etc.

    • (c)

      Rule 15 (Overseas practice) governs practice as a solicitor from an office outside England and Wales, or an REL's practice as a lawyer of an Establishment Directive state from an office in Scotland or Northern Ireland. It also governs the overseas practice of a recognised body. Rule 15 applies or modifies other rules in relation to overseas practice. Sometimes a provision does not apply at all, or is replaced with a more flexible requirement suitable to practice in other jurisdictions.

    • (d)

      Rule 8 (Fee sharing) sets out the limited circumstances in which you may share fees with non-lawyers. Fee sharing with non-lawyers is not generally allowed, except with a partner permitted for overseas practice under rule 12, or for the purpose of raising capital or obtaining services for the firm. Note in particular, that:

      • (i)

        fee sharing with non-lawyers remains prohibited in relation to European cross-border practice (see rule 16 (European cross-border practice));

      • (ii)

        a firm cannot share its fees even with an overseas partnership or overseas corporate firm which is permitted under rule 12, if that other firm includes non-lawyers.

    • (e)

      Rule 21 (Separate businesses) prohibits you from providing some services through a business which is not regulated by the Solicitors Regulation Authority. If you practise in England and Wales you are generally required to provide legal services as a practising lawyer regulated by the Authority. If you provide other "solicitor-like" services through a business which is not regulated by the Authority you must put in place safeguards to prevent confusion arising from your professional status. For example:

      • (i)

        under 21.04 you may have a separate business as an estate agent but you must comply with all the safeguards set out in 21.05.

      • (ii)

        under 21.02 you may not have a separate business which provides trustee, executor or nominee services in England and Wales, so such a trustee, executor or nominee company must be a recognised body.

  • 4.

    You should note the following matters of law:

    • (a)

      If you are an REL you have the same rights of audience, rights to conduct litigation and rights to draft litigation documents as a solicitor, but you must act in conjunction with a solicitor and/or barrister. You may not do or supervise reserved conveyancing or probate work unless you are qualified to do that work under regulation 12 or 13 of the European Communities (Lawyer's Practice) Regulations 2000 (SI 2000 /1119). At present:

      • (i)

        RELs qualified in Cyprus, the Czech Republic, Denmark, Finland, Hungary, Iceland, the Irish Republic, Liechtenstein, Norway, Slovakia and Sweden are entitled to do reserved conveyancing work in England and Wales; and

      • (ii)

        RELs qualified in Austria, Cyprus, Denmark, Finland, Germany, Iceland, the Irish Republic, Liechtenstein, Norway, Slovakia and Sweden are entitled to do reserved probate work in England and Wales.

    • (b)

      If you are an RFL you are not a "qualified person" under the Solicitors Act 1974. Becoming an RFL does not confer any right of audience, right to conduct litigation or right to do or supervise reserved conveyancing, probate, trust or litigation work. An RFL who is a partner in an MNP cannot even do certain work which an employee of the MNP could do – appearing in chambers as a solicitor's clerk, or doing reserved conveyancing, probate, trust or litigation work under the supervision of a solicitor. However, an RFL who is a director of a recognised body which is a company or a member of a recognised body which is an LLP can do reserved conveyancing, probate, trust or litigation work under the supervision of a "qualified person" in the recognised body. If the recognised body is a company that person must be a co-director and if the recognised body is an LLP that person must be a fellow member.

    • (c)

      RFLs and MNPs exist by virtue of the Courts and Legal Services Act 1990. Under section 89 of and Schedule 14 to that Act:

      • (i)

        a solicitor or barrister of England and Wales, even if not practising as such, cannot be an RFL;

      • (ii)

        only a person who is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside England and Wales can become an RFL;

      • (iii)

        before a lawyer can be registered as an RFL the Solicitors Regulation Authority must have approved that lawyer's profession for the purpose (the Authority's booklet on RFLs lists the professions already approved); and

      • (iv)

        the applicant must be of good standing, there must be no other circumstances to make registration undesirable, and the applicant's own profession must not prohibit practice in partnership with English solicitors in England and Wales (the Authority's booklet on RFLs lists the professional bodies which have already confirmed that their rules do not prohibit practice in partnership with solicitors in England and Wales).

    • (d)

      Under the Immigration and Asylum Act 1999, immigration advice and immigration services may be provided by a firm, on the basis that the service is either provided by or supervised by:

      • (i)

        a solicitor;

      • (ii)

        a lawyer of an Establishment Directive state, including an REL;

      • (iii)

        an RFL who is a partner in an MNP, a director of a recognised body which is a company, or a member of a recognised body which is an LLP; or

      • (iv)

        a legal executive (FILEX) employee of the firm.

    • (e)

      If you are an REL or an RFL, legal restrictions on your right to do or to supervise certain types of work do not prevent you from being the person in a firm who is "qualified to supervise" for the purpose of 5.02 (Persons who must be "qualified to supervise"). However, under 5.01(1)(a) you would have to ensure that unqualified employees do not do reserved work unless supervised by a solicitor, or by an REL who is entitled to undertake and supervise that work. See also notes 8 and 41 of the guidance to rule 5 (Business management).

  • 5.

    Rule 12 governs the types of business through which you may practise, but disgraceful conduct outside your practice may put you in breach of 1.06 (Public confidence).

  • 1.

    The Legal Services Act 2007 (the LSA) provided for significant changes to the regulation of lawyers, and the ways in which they can practise, to increase competition and facilitate access to justice for the public. The framework established by the LSA enables the SRA (as well as other regulators) to update and improve its regulation, and solicitors and RELs to increase the scope of their practice, by allowing:

    • (a)

      the SRA

      • (i)

        to permit and regulate legal disciplinary practices (LDPs),

      • (ii)

        to approve non-lawyers as managers of firms,

      • (iii)

        to apply firm-based regulation to all practices;

    • (b)

      solicitors and RELs

      • (i)

        to practise through an LDP with lawyers regulated by another approved regulator and/or with non-lawyers,

      • (ii)

        to practise through an LDP regulated by another approved regulator.

  • 2.

    The lawyers of England and Wales (other than solicitors) who can practise in an LDP, and their approved regulators for the purposes of the LSA, are:

    barrister
    Bar Council (through the Bar Standards Board)
    legal executive
    Institute of Legal Executives (through ILEX Professional Standards Ltd.)
    licensed conveyancer
    Council for Licensed Conveyancers
    patent agent
    Chartered Institute of Patent Attorneys (through the Intellectual Property Regulation Board)
    trade mark agent
    Institute of Trade Mark Attorneys (through the Intellectual Property Regulation Board)
    law costs draftsman
    Association of Law Costs Draftsmen
    notary public
    Faculty Office of the Archbishop of Canterbury.

    Firms regulated by one of the other approved regulators are referred to in the rules as authorised non-SRA firms.

  • 3.

    A non-lawyer must be approved by the SRA under regulation 3 of the Recognised Bodies Regulations to be a manager of a recognised body.

  • 4.

    Rules 12, 13, 14 and 20 make up the framework rules which set out the ways in which individuals and bodies subject to the SRA's rules can practise, and restrictions upon those individuals and bodies. Rule 12 imposes restrictions on the type of firm through which you may practise if you are a solicitor, an REL, an RFL or a recognised body. It also sets out the restrictions on you if you are a manager or employee of a firm regulated by the SRA and you are a lawyer regulated by another approved regulator or are a non-lawyer. The ability to impose such restrictions on any individual or body in a firm providing legal services and, if necessary, enforce them enables the SRA to protect clients and the public interest as anticipated by the LSA.

  • 5.

    Rule 12 governs the types of business through which you may practise, but disgraceful conduct outside of practice may put you in breach of 1.06 (Public confidence) if you are a solicitor, an REL or an RFL, and 10.01 (Not taking unfair advantage) if you are a solicitor or an REL. Rule 10.05(1)(c) and (d), (2) and (3) (undertakings given outside the course of practice) apply to you if you are a solicitor or REL.

  • 6.

    The SRA's approach to regulation is primarily firm-based. The LSA facilitates this to ensure proper regulation of practices that can involve a variety of lawyers and non-lawyers. This approach does not prevent the SRA taking regulatory action against individuals, as well as firms, in appropriate cases. This could include action against anyone in the firm including non-lawyer managers and employees, as the requirements in the Code apply to all recognised bodies and their managers and employees, as well as to solicitor and REL sole practitioners and their employees (23.01(1)).

Solicitors – Rule 12.01

England and Wales
  • 7.

    The rule requires every private practice firm providing legal services to the public in England and Wales under the SRA's regulation to be a recognised body or a recognised sole practitioner. A solicitor can be a manager, employee, member or owner of a recognised body, or of a body corporate which is a manager, member or owner of a recognised body. "Manager" is the term used in the LSA to refer to a partner in a partnership, a member of an LLP or a director of a company. Owner is included, in addition to manager, as you may be a shareowner in a company but not hold a directorship. Member is included, in addition to owner, because holding a share (as member of the company) is not the same as owning the share – you could, for example, be holding the share as nominee.

  • 8.

    A recognised body must be at least 75% owned and controlled by lawyers. Rule 14 does not prohibit layers of ownership of recognised bodies, but a body corporate with an ownership interest in a recognised body must itself be a recognised body, an authorised non-SRA firm with at least 75% ownership by lawyers, or a European corporate practice (as defined in rule 24) with similar ownership restrictions.

  • 9.

    New partnerships, companies and LLPs must apply to the SRA for recognition of the firm before being able to practise (rule 14 deals with the composition, structure and services of recognised bodies and the Recognised Bodies Regulations set out the procedural and administrative requirements).

  • 10.

    If you wish to practise on your own account, you must be authorised as a recognised sole practitioner by the SRA endorsing your practising certificate, before you can establish your firm (see 20.03 and the SRA Practising Regulations). There are limited exceptions in 20.03(2) permitting sole practice without such an endorsement, for example when practising entirely outside England and Wales, as a locum or when providing services to family and friends free of charge.

  • 11.

    If you are practising as a manager, employee, member or owner of an authorised non-SRA firm, what you can do will depend on the type of work you want to do, and for whom you want to do it.

    • (a)

      The services you can provide to the public are limited to those which are regulated by the firm's approved regulator. For example, as a partner in a firm regulated by the Council for Licensed Conveyancers (CLC) you could not carry out litigation on behalf of clients of the firm, as the CLC is not authorised to regulate this work. When you are providing services of a type regulated by the firm's approved regulator (whether to the public or to the firm itself), you will primarily be regulated by the firm's regulator, and you will in general be complying with that regulator's rules rather than the SRA's rules – see 23.01(2).

    • (b)

      Under rule 12.01(1)(d) you could also, however, provide services that are not regulated by the firm's approved regulator. As a partner in the CLC-regulated firm you could provide, say, litigation services to the firm itself or, subject to the limitations in rule 13, to colleagues, or to related bodies of the firm, or to clients on a pro bono basis. When providing services which are not regulated by the firm's approved regulator, you will be subject to all the SRA's rules.

  • 12.

    Rule 13 (In-house practice, etc.) sets out the limited circumstances in which, if you are an in-house solicitor in England and Wales, you can provide services to persons other than your employer.

Outside England and Wales
  • 13.

    If you are a sole practitioner and practise only from an office outside England and Wales, you will not need to be (and will not be able to be) a recognised sole practitioner. However, if your sole practice also has an office in England and Wales, you will need to be a recognised sole practitioner.

  • 14.

    A solicitor may practise with other lawyers from an office outside England and Wales in almost any kind of partnership or body corporate, including, for example, through an overseas partnership with a separate legal identity. You can practise as a manager, employee, member or owner of such a firm, which may be an overseas legal practice or a recognised body.

  • 15.

    If the firm is an overseas legal practice (i.e. it is practising entirely outside England and Wales):

    • (a)

      a controlling majority (i.e. more than 50%) of the managers and owners must be lawyers;

    • (b)

      if any of the managers or owners are non-lawyers, and the firm has an office in an Establishment Directive state, the composition and structure of the firm must comply with rules for local lawyers (even if there are no local lawyers in the firm);

    • (c)

      if any of the managers or owners are non-lawyers, and the firm has an office in any other jurisdiction, compliance with local rules with regard to the composition and structure of the firm is only necessary if any of the firm's managers are subject to those rules (either because they are local lawyers, or because the local law applies local rules to the firm).

  • 16.

    If the firm is a recognised body (i.e. it also has an office or offices in England and Wales), and it has any non-lawyer managers or owners, and it has an office in any Establishment Directive state other than the UK, the composition and structure of the firm must comply with rules for local lawyers (even if there are no local lawyers in the firm).

  • 17.

    You may practise as an in-house solicitor outside England and Wales, within the limits set by 15.13 (In-house practice overseas).

Registered European lawyers (RELs) – Rule 12.02

England and Wales
  • 18.

    An REL is subject to the same restrictions as a solicitor in relation to practice from an office in England and Wales.

  • 19.

    If you wish to practise on your own account, you must be authorised as a recognised sole practitioner by the SRA endorsing your certificate of registration, before you can establish your firm.

Outside England and Wales
  • 20.

    The overseas provisions for an REL are the same as for a solicitor except that they apply only in Scotland and Northern Ireland. You are not subject to rule 12 in relation to practice from an office outside the UK.

Registered foreign lawyers (RFLs) – Rule 12.03

England and Wales
  • 21.

    Any foreign lawyer (whether based in England and Wales or elsewhere) must be registered with the SRA as an RFL to be a manager, member or owner of a recognised body, with the following exceptions:

    • (a)

      a foreign lawyer who is also qualified as a lawyer of England and Wales does not have to be an RFL;

    • (b)

      a member of an Establishment Directive profession – except that if the lawyer is not a national of an Establishment Directive state and will be based, or partly based, in England and Wales, he or she does have to be an RFL in order to be a manager, member or owner of a recognised body.

Additional guidance on RFLs and multi-national practice can be found on our website.

  • 22.

    There is no requirement to register as an RFL in order to be employed by a recognised body or a recognised sole practitioner but, if you are registered, you will be subject to SRA regulation in this capacity when working for an SRA regulated firm or an authorised non-SRA firm.

  • 23.

    An RFL is subject to the same restrictions as a solicitor or REL in relation to practice from an office in England and Wales with two exceptions. Your registration as an RFL does not entitle you to practise:

    • (a)

      as an RFL sole practitioner; or

    • (b)

      as an in-house RFL.

  • 24.

    Registration as an RFL is portable to the extent that it will enable you to be a manager, employee, member or owner of an authorised non-SRA firm, although your ability to work within such a firm will depend on the framework of practice requirements of the relevant approved regulator. You will be able to undertake work authorised by the firm's approved regulator (subject to any statutory limitations or requirements). Additionally you will be able to function as an in-house lawyer under rule 13, doing other work for the employer, related bodies, work colleagues and pro bono clients under the SRA's rules. For example, you might be an Australian solicitor employed to do conveyancing work for the clients of a firm authorised by the Council for Licensed Conveyancers. Under the SRA's authorisation of RFLs you could advise the firm and fellow employees on immigration issues, but would need to comply with rule 13 and all other SRA rules.

  • 25.

    Rule 12.03(2) specifies the activities that will constitute practice in a capacity other than as an RFL. In effect, your registration as an RFL will not be relevant in the role of owner or employee of a business in England and Wales which is not regulated by the SRA or one of the other approved regulators. The SRA does not regulate any practice you might have outside the framework established under the LSA, so there must be no implication in such a context that you are an RFL, or that you or the business are regulated by or registered with the SRA or the Law Society. As your work in such a role is not regulated by the SRA, any implication that it is could, for example, lead to removal from the register of RFLs.

  • 26.

    If you are practising as an RFL in an SRA regulated firm or in an authorised non-SRA firm, and at the same time you are involved in a separate legal practice as a foreign lawyer, this will be a separate business and you must comply with the requirements of 21.05.

  • 27.

    Rules 12.03(4) and (5) set out a number of prohibitions relating to RFLs. For example:

    • (a)

      whether or not you are practising as an RFL you cannot be held out or described in any way that suggests you are a lawyer of England and Wales, unless you have an appropriate additional qualification;

    • (b)

      whether or not you are practising as an RFL you must not provide any reserved legal services unless you have an appropriate additional qualification or do the work under appropriate supervision;

    • (c)

      if you are not practising as an RFL you must not give immigration advice or provide (non-reserved) immigration services unless you have an appropriate additional qualification or authorisation or do the work under appropriate supervision.

  • 28.

    Where, in order to satisfy statutory requirements, there is a need for an RFL doing reserved work to be supervised or directed by someone in the firm, this can only be undertaken by a person of equivalent or higher status. For example, it would not be appropriate for the work of an RFL manager to purport to be supervised or directed by an employee.

Outside England and Wales
  • 29.

    The rules in general do not apply to an RFL in relation to practice outside England and Wales. However 15.01 makes clear that 1.06 (Public confidence) applies to an RFL's activities outside England and Wales, whether as a lawyer or in some other business or private capacity. Rule 15.01(1)(b)(iv) states that 12.03(2), (3), (4)(a) and (5) also apply to an RFL's activities outside England and Wales. Rule 12.03(2) applies to prohibit an RFL from being held out or described as an RFL or as regulated by or registered with the Law Society or the SRA when participating outside England and Wales in a legal practice which is not authorised by the SRA or any other approved regulator, or in an in-house practice. Rule 12.03(3) provides that when an RFL participates in England and Wales in a legal practice which is authorised by the SRA or another approved regulator, and also participates in a separate practice or business outside England and Wales, he or she must comply with 21.05 (Separate businesses). Rule 12.03(4)(a) provides that an RFL must not be held out outside England and Wales as a lawyer of England and Wales (unless of course the RFL does have such a qualification). Rule 12.03(5) applies in Scotland and Northern Ireland and provides that an RFL who is not practising in that capacity is subject to the prohibitions in note 27(c) above.

Recognised bodies – Rule 12.04

England and Wales
  • 30.

    A recognised body must have at least one office in England and Wales (see rule 14 for the composition and structure requirements for recognised bodies) and may be:

    • (a)

      a stand-alone firm which itself provides legal services to the public;

    • (b)

      a manager, member or owner of another recognised body or of an authorised non-SRA firm (but see below for the services you can provide);

    • (c)

      an executor, trustee or nominee company, or a company providing company secretarial services, which is owned and operated by another recognised body or recognised sole practitioner and is providing services in conjunction with that firm.

  • 31.

    If the recognised body is a manager, member or owner of an authorised non-SRA firm it may only provide services through that firm which the firm is authorised to provide.

  • 32.

    Recognised bodies can have a complex structure, involving multi-layered ownership by other legally qualified bodies (see rule 24). But note that a partnership cannot be a partner in another partnership which is a recognised body (although, as an exception, an overseas partnership with separate legal identity could be a partner in a partnership which is a recognised body). Non-lawyer participation in all recognised bodies is restricted to 25% as measured by three different indicators:

    • (a)

      numbers of managers;

    • (b)

      proportion of shares or other ownership rights;

    • (c)

      proportion of voting rights exercised or controlled.

Outside England and Wales
  • 33.

    If a firm practises only from an office or offices outside England and Wales, it will not need to be (and will not be able to be) a recognised body. However, if the firm also has at least one office in England and Wales it must be a recognised body and can practise as such outside England and Wales.

  • 34.

    Outside England and Wales the rules apply to a "solicitor-controlled recognised body" (and also to an "REL-controlled recognised body" in Scotland or Northern Ireland) – see the definitions in rule 24, and further details in 15.01(2) and 15.27.

  • 35.

    A recognised body can practise outside England and Wales as a stand-alone firm or as a manager, member or owner of an overseas legal practice (i.e. one that practises entirely outside England and Wales). It may also of course practise as a manager, member or owner of another recognised body with an overseas office.

  • 36.

    If the recognised body has any non-lawyer managers or owners, and it has an office in any Establishment Directive state other than the UK, see note 16 above.

  • 37.

    If the recognised body is a manager, member or owner of an overseas legal practice which does not have an office in England and Wales, see note 15 above.

Managers and employees authorised by an approved regulator other than the SRA – Rule 12.05

England and Wales
  • 38.

    Rule 14 permits lawyers and firms authorised by another approved regulator to be owners and managers of a recognised body. Rule 12 sets out the ways in which such persons authorised by other approved regulators can and cannot practise as a manager or employee of a recognised body or as the employee of a recognised sole practitioner. The Code applies to such a manager or employee.

  • 39.

    An individual authorised by another approved regulator cannot practise as a recognised sole practitioner regulated by the SRA as the SRA can only authorise and regulate sole solicitors and RELs. Likewise the SRA can only grant recognised body status to a firm with at least one solicitor or REL manager (or at least one manager which is a legally qualified body with a solicitor or REL manager) so, for example, a firm made up solely of licensed conveyancers or a mix of lawyers approved by other approved regulators cannot become a recognised body.

  • 40.

    The restrictions in 12.05 establish that the following legal prohibitions on non-solicitors, which include those authorised by another approved regulator, will be treated as breaches of the Code:

    • (a)

      you cannot be held out or described in any way that suggests you are, or are entitled to practise as, a solicitor; and

    • (b)

      you must not provide any reserved legal services, unless, for example, authorised by your own approved regulator; or under the supervision and direction of a person qualified to direct such work; or are authorised by another regulator, such as the Office of the Immigration Services Commissioner, to do the work.

  • 41.

    Where, in order to satisfy statutory requirements, there is a need for an individual doing reserved work to be supervised or directed by someone in the firm, this can only be undertaken by a person of equivalent or higher status. For example, it would not be appropriate for the work of a manager to purport to be supervised or directed by an employee.

Outside England and Wales
  • 42.

    A lawyer of England and Wales who is an individual authorised by another approved regulator is subject to the rules in relation to practice outside England and Wales if he or she is a manager of a solicitor-controlled recognised body (and also if he or she is a manager of an REL-controlled recognised body in Scotland or Northern Ireland).

Non-lawyers – Rule 12.06

England and Wales
  • 43.

    From March 2009, non-lawyers can be owners and managers, as well as employees, of SRA-regulated firms. Rule 12 permits a non-lawyer to become a manager or employee of one of the practice vehicles permitted to solicitors, RELs and so on.

  • 44.

    The position of non-lawyer employees changed in 2009 in that the SRA has direct powers of regulation over all employees and not just over solicitors and RELs. The guidance to rules 5 and 23 provides some more detail on this.

  • 45.

    The purpose of rule 12.06 is to establish that the following legal prohibitions on non-lawyers will be treated as breaches of the Code. For example:

    • (a)

      you cannot be held out or described in any way that suggests you are, or are entitled to practise as, a lawyer of England and Wales; and

    • (b)

      you must not provide any reserved legal services, unless, for example, acting under the supervision and direction of a person qualified to direct such work (see also note 41 above), or are authorised by a regulator, such as the Office of the Immigration Services Commissioner, to do the work.

  • 46.

    The LSA requires that any non-lawyer owners of practices must be approved by the SRA, and must also be managers. This means that a non-lawyer could only be a shareowner in a company (whether beneficially or as nominee) if he or she is also a director of the company (subject to a limited exception in 14.01(3)(e)).

Outside England and Wales
  • 47.

    A non-lawyer manager is subject to the rules in relation to practice outside England and Wales if he or she is a manager of a solicitor-controlled recognised body (and also if he or she is a manager of an REL-controlled recognised body in Scotland or Northern Ireland). Non-lawyer employees, employed outside England and Wales, are not subject to the rules.

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