principal

means (unless paragraph (c) of this definition applies):

1. where the authorised body is or was:
   1. a recognised sole practice - the sole practitioner;
   2. a partnership - each partner;
   3. a company with a share capital - each director of that company and any person who:
      1. is held out as a director; or
      2. beneficially owns the whole or any part of a share in the company; or
      3. is the ultimate beneficial owner of the whole or any part of a share in the company;
   4. a company without a share capital - each director of that company and any person who:
      1. is held out as a director; or
      2. is a member of the company; or
      3. is the ultimate owner of the whole or any part of a body corporate or other legal person which is a member of the company;
   5. an LLP - each member of that LLP, and any person who is the ultimate owner of the whole or any part of a body corporate or other legal person which is a member of the LLP;
2. where a body corporate or other legal person is a partner in the authorised body, any person who is within paragraph (a)(iii) of this definition (including sub-paragraphs (A) and (C)), paragraph (a)(iv) of this definition (including sub-paragraphs (A) and (C)), or paragraph (a)(v) of this definition
3. in the SRA Indemnity Fund Rules, means:
   1. a solicitor who is a partner or a sole solicitor within the meaning of section 87 of the SA, or an REL who is a partner, or who is a sole practitioner, or an RFL or non-registered European lawyer who is a partner, and includes any solicitor, REL, RFL or non-registered European lawyer held out as a principal; and
   2. additionally in relation to a practice carried on by a recognised body or a licensed body alone, or a practice in which a recognised body or a licensed body is or is held out to be a partner:
      1. a solicitor, REL, RFL or non-registered European lawyer (and in the case of a licensed body any other person) who:
         1. beneficially owns the whole or any part of a share in such recognised body or licensed body (in each case, where it is a company with a share capital); or
         2. is a member of such recognised body or licensed body (in each case, where it is a company without a share capital or an LLP or a partnership with legal personality); or
      2. a solicitor, REL, RFL or non-registered European lawyer (and in the case of a licensed body any other person) who is:
         1. the ultimate beneficial owner of the whole or any part of a share in such recognised body or licensed body (in each case, where the recognised body or licensed body is a company with a share capital); or
         2. the ultimate owner of a member or any part of a member of such recognised body or licensed body (in each case, where the recognised body or licensed body is a company without a share capital or an LLP or a partnership with legal personality).

insured firm

means the authorised body which contracted with the insurer to provide the insurance

REL

means a European lawyer registered in the register of European lawyers

insured firm's practice

means:

1. the legal practice carried on by the insured firm as at the commencement of the period of insurance; and
2. the continuous legal practice preceding and succeeding the practice referred to in paragraph (i) (irrespective of changes in ownership of the practice)

MTC

means the minimum terms and conditions with which a policy of qualifying insurance is required by the SRA Indemnity Insurance Rules to comply, a copy of which is annexed as an annex 1 to those rules.

solicitor

means a person who has been admitted as a solicitor of the Senior Courts of England and Wales and whose name is on the roll.

SRA

means the Solicitors Regulation Authority

qualifying insurance

means a policy that provides professional indemnity insurance cover in accordance with the MTC but only to the extent required by the MTC

insurer

means:

1. for the purposes of the SRA Financial Services (Conduct of Business) Rules 2001 a firm with permission to effect or carry out contracts of insurance (other than a bank); and
2. for the purposes of the SRA Indemnity Insurance Rules and the MTC the underwriter(s) of the insurance

insured

means each person and entity named or described as a person to whom the insurance extends and includes, without limitation, those referred to in clause 1.3 in the MTC

practice

means the whole or such part of the private legal practice of an authorised body as is carried on from one or more offices in England and Wales; save for in the SRA Indemnity Fund Rules where it means a practice to the extent that:

1. in relation to a licensed body, it carries on regulated activities; and
2. in all other cases, it carries on private practice providing professional services as a sole solicitor or REL or as a partnership of a type referred to in Rule 6.1(d) to 6.1(f) of the SRA Indemnity Fund Rules and consisting of or including one or more solicitors and/or RELs, and shall include the business or practice carried on by a recognised body in the providing of professional services such as are provided by individuals practising in private legal practice as solicitors and/or RELs or by such individuals in partnership with RFLs, whether such practice is carried on by the recognised body alone or in partnership with one or more solicitors, RELs and/or other recognised bodies.

successor practice

1. means a practice identified in this definition as 'B', where:
   1. 'A' is the practice to which B succeeds; and
   2. 'A's owner' is the owner of A immediately prior to transition; and
   3. 'B's owner' is the owner of B immediately following transition; and
   4. 'transition' means merger, acquisition, absorption or other transition which results in A no longer being carried on as a discrete legal practice.
2. B is a successor practice to A where:
   1. B is or was held out, expressly or by implication, by B's owner as being the successor of A or as incorporating A, whether such holding out is contained in notepaper, business cards, form of electronic communications, publications, promotional material or otherwise, or is contained in any statement or declaration by B's owner to any regulatory or taxation authority; and/or
   2. (where A's owner was a sole practitioner and the transition occurred on or before 31 August 2000) - the sole practitioner is a principal of B's owner; and/or
   3. (where A's owner was a sole practitioner and the transition occurred on or after 1 September 2000) - the sole practitioner is a principal or employee of B's owner; and/or
   4. (where A's owner was a recognised body or a licensed body (in respect of an activity regulated by the SRA in accordance with the terms of the body's licence)) - that body is a principal of B's owner; and/or
   5. (where A's owner was a partnership) - the majority of the principals of A's owner have become principals of B's owner; and/or
   6. (where A's owner was a partnership and the majority of principals of A's owner did not become principals of the owner of another legal practice as a result of the transition) - one or more of the principals of A's owner have become principals of B's owner and:
      1. B is carried on under the same name as A or a name which substantially incorporates the name of A (or a substantial part of the name of A); and/or
      2. B is carried on from the same premises as A; and/or
      3. the owner of B acquired the goodwill and/or assets of A; and/or
      4. the owner of B assumed the liabilities of A; and/or
      5. the majority of staff employed by A's owner became employees of B's owner.
3. notwithstanding the foregoing, B is not a successor practice to A under paragraph (b) (ii), (iii), (iv), (v) or (vi) if another practice is or was held out by the owner of that other practice as the successor of A or as incorporating A, provided that there is insurance complying with the MTC in relation to that other practice

Partial Home State Cover

has the meaning given in annex 2 to the SRA Indemnity Insurance Rules

participating insurer

means an authorised insurer which has entered into a participating insurer's agreement with the SRA which remains in force for the purposes of underwriting new business at the date on which the relevant contract of qualifying insurance is made