This Amended and Restated Limited Liability Partnership Agreement (this "Agreement") of OLNEY-FRASER (CHINA, HONG KONG) LLP (the "Partnership"), a limited liability partnership registered in Hong Kong under the Legal Practitioners Ordinance (Cap. 159) (the “Act”), is entered into as of [EFFECTIVE DATE] by and among the Persons who are, or from time to time become, Partners of the Partnership in accordance with this Agreement. The Partnership is the China (including Hong Kong) regional operating partnership of Olney-Fraser, a global law firm built on the Regional LLP Structure described in Article 7, under which five regional limited liability partnerships — covering the United States, the United Kingdom/Europe/Canada, Hong Kong/China, Singapore (Asia, Australia/New Zealand and Latin America), and Dubai (Middle East, Central Asia and Africa) — operate as separate licensed law firms in their respective regions, coordinated through the Management Company described in Article 7.
ARTICLE 1 — DEFINITIONS AND CONSTRUCTION
1.1 Act. means the Legal Practitioners Ordinance (Cap. 159) of Hong Kong, as amended by the Legal Practitioners (Amendment) Ordinance 2012 and as amended from time to time, including the provisions governing limited liability partnerships of solicitors and foreign law firms, together with the Limited Liability Partnerships (Top-up Insurance) Rules and other subsidiary legislation made under it and, to the extent not displaced by this Agreement, the Partnership Ordinance (Cap. 38).
1.2 Chairman. means the chairman of Olney-Fraser appointed or elected under Section 7.1.
1.3 Fee Split. means a Partner's entitlement to a share of fees as the responsible partner under Section 5.2, calculated as described in that Section.
1.4 Fiscal Year. means the twelve-month accounting period of the Partnership specified in Schedule A, or such other period as the Management Committee may adopt in accordance with applicable tax law.
1.5 Governance Framework. means the Olney-Fraser Global Governance Framework Agreement among the Regional LLPs, the Management Company, and the Founder, which this Agreement incorporates by reference with respect to the matters described in Section 6.5.
1.6 Management Company. means Olney-Fraser Management Limited, a company incorporated in the United Kingdom and owned in equal shares by the Partnership and each of the other Regional LLPs, which provides shared management and administrative services under Article 7.
1.7 Management Committee. means the committee described in Section 7.2, responsible for the strategic direction and global coordination of Olney-Fraser.
1.8 Partner. means a Partner admitted under Article 4. The Partnership has only one class of Partners; there is no distinction between equity and non-equity, or salaried, partners.
1.9 Partnership Bonus Points. means the discretionary points awarded to a Partner under Section 5.4, reflecting that Partner's contribution to the Partnership and to Olney-Fraser generally, as determined by the Remuneration Committee.
1.10 Local Entity. means (a) a wholly-owned subsidiary or branch of the Partnership, or (b) a licensed legal entity that local law requires to be owned by local lawyers and whose owners hold their interests on behalf of the Partnership under a Silo Structure (as defined in Section 3.6), in each case through which the Partnership conducts, or extends its practice into, a jurisdiction within its region where the Partnership itself is not eligible to be licensed or to hold out as practising law directly, as listed in Schedule C. Local Entities are expected to be exceptions, and Silo Structures exceptions to the exceptions, consistent with Olney-Fraser's 'one firm' structure, and a Local Entity is not a mechanism for practising outside the Partnership's region, which is the responsibility of the other Regional LLPs.
1.11 Practice Group Leader. means the global leader of a practice group, elected by the Partners within that practice group across all Regional LLPs, as described in Section 7.5.
1.12 Referral Fee. means a Partner's entitlement to a share of fees as the referring partner under Section 5.3, calculated as described in that Section.
1.13 Regional LLP. means the Partnership and each of the other four regional limited liability partnerships comprising Olney-Fraser, as described in Article 7.
1.14 Regional Managing Partner. means the Partner elected by the Partners of the Partnership under Section 6.1, responsible for the day-to-day strategic and operational management of the Partnership.
1.15 Remuneration Committee. means the committee described in Section 7.3, responsible for determining Partnership Bonus Points and remuneration policy across Olney-Fraser.
1.16 Rules of Professional Conduct. means the applicable rules of professional conduct and regulatory requirements of each jurisdiction in which the Partnership or a Local Entity practises law, including the rules and practice directions of the Law Society of Hong Kong and, for mainland China, the laws and regulations governing the practice of law there.
1.17 Sub-Licence. means the sub-licence for use of the name “Olney-Fraser” and associated marks granted to the Partnership, consistent with the license agreement between Darren Olney-Fraser and the entities comprising Olney-Fraser referenced in Section 11.4.
ARTICLE 2 — FORMATION; NAME; OFFICES; PURPOSE
2.1 Formation. The Partnership is a limited liability partnership registered under the Act, formed by Partners who are solicitors or registered foreign lawyers and carrying on the practice of law in Hong Kong. The rights, powers, and obligations of the Partners are as provided in this Agreement and the Act and, to the extent not provided for, the Partnership Ordinance (Cap. 38), except as otherwise expressly provided in this Agreement.
2.2 Name. The business of the Partnership shall be conducted under the name “Olney-Fraser (China, Hong Kong) LLP,” which includes the words “Limited Liability Partnership” or the abbreviation “LLP” and such Chinese name as the Act requires, subject to the Sub-Licence and to the naming and publicity requirements of the Act, the Law Society of Hong Kong, and any other applicable Rules of Professional Conduct in each jurisdiction where the Partnership or a Local Entity operates.
2.3 Principal Place of Business. The principal place of business of the Partnership in Hong Kong shall be at the address set out in Schedule A, as may be changed by notice to the Law Society of Hong Kong and as otherwise required by the Act.
2.4 Principal Office. The principal executive office of the Partnership shall be at [PRINCIPAL OFFICE ADDRESS], or such other location as the Regional Managing Partner may designate.
2.5 Purpose. The purpose of the Partnership is to engage in the practice of law in China (including the Hong Kong Special Administrative Region) as the China Regional LLP of Olney-Fraser, and to engage in any other lawful activity incidental or related thereto, in each case subject to and in compliance with applicable Rules of Professional Conduct.
2.6 Term. The Partnership shall continue until dissolved in accordance with Article 13 or the Act.
2.7 Partnership Property. All property, rights, and interests acquired by, or on behalf of, the Partnership, including client relationships (subject to Sections 4.6 and 10.3), work product, know-how, and goodwill, are property of the Partnership and not of any individual Partner, regardless of the name in which record title is held. Rights in the name “Olney-Fraser” and associated marks are held under the Sub-Licence described in Section 1.17 and Section 11.4, and are not Partnership property in their own right.
2.8 Maintenance of LLP Status. The Partnership's status as a limited liability partnership, and the protection from liability it gives the Partners, depend on continuing compliance with the conditions in the Act, including maintaining the top-up insurance required by Section 8.2, notifying clients of the Partnership's status as a limited liability partnership, identifying the Partnership's supervisory partners to clients as the Act requires, and using the Partnership's name in the form the Act requires. The Regional Managing Partner shall designate a person responsible for (a) monitoring and evidencing compliance with those conditions, (b) maintaining all registrations and approvals described in Article 3 and Schedule C, and (c) reporting the status of each to the Management Committee at least annually.
2.9 Overall Supervisory Partner. The Regional Managing Partner shall appoint one Partner as the Partnership's overall supervisory partner, and such other supervisory partners as the Act requires, and shall ensure that their identities are notified to clients and made available on request as the Act requires. A supervisory partner holds no greater rights, status, voting power, or remuneration than any other Partner by reason of that role.
2.10 Regulatory Authorisation. Each Partner practising Hong Kong law shall hold a valid practising certificate issued by the Law Society of Hong Kong, and each Partner practising foreign law in Hong Kong shall be registered as a foreign lawyer with the Law Society as the Act requires. The Partnership shall be registered with the Law Society as a Hong Kong firm or foreign law firm, as applicable, and shall maintain that registration at all times.
ARTICLE 3 — MULTIJURISDICTIONAL PRACTICE (CHINA, INCLUDING HONG KONG)
3.1 Registration in Other Jurisdictions. The Partnership may establish an office, branch, or representative office, and render legal services, in any jurisdiction within its region in which it maintains an office, in accordance with that jurisdiction's registration and licensing requirements, including, for mainland China, the approvals required for the establishment and operation of a representative office of a foreign law firm. Such registration does not create a new or separate legal entity; the Partnership remains a single limited liability partnership registered in Hong Kong.
3.2 Individual Qualification. No provision of this Agreement authorizes any Partner or employee to hold out as practising law, or to render legal advice, in any jurisdiction in which that individual is not qualified or otherwise authorized to practise under applicable Rules of Professional Conduct. Each Partner is individually responsible for maintaining the practising certificates, registrations, and licences necessary for the jurisdictions in which they practise. No Partner may practise the law of the People's Republic of China, or hold out as authorised to do so, unless that Partner holds the licence PRC law requires and does so through a structure PRC law permits.
3.3 Practice Through a Local Entity. Where the Partnership is not itself eligible, under the law of a particular jurisdiction in its region, to be licensed or to hold out as practising law directly, the Partnership may conduct its practice in that jurisdiction through a Local Entity, organized and licensed under that jurisdiction's law and, except as Section 3.6 provides, wholly owned by the Partnership, as listed in Schedule C. A Local Entity shall be fully integrated into the Partnership's governance and the Fee Split, Referral Fee, and Partnership Bonus Points arrangements under Article 5 on the same basis as the Partnership itself; it is not a vehicle for conducting practice outside the Partnership's region, which is the responsibility of the other Regional LLPs in their own regions.
3.4 Ownership Restrictions. Admission as a Partner is limited to individuals who are members of a legal profession recognized as such in a jurisdiction in which they are qualified and, where applicable law or regulation requires, who are approved by the relevant regulator. No person who does not meet this standard shall be admitted as a Partner or share in the Partnership's profits, except as applicable law separately permits for limited categories of professional or administrative roles.
3.5 Compliance Responsibility. The Regional Managing Partner is responsible for confirming that (a) the Partnership's and each Local Entity's registrations, authorisations, and licences in each jurisdiction in which it operates are current, and (b) Partners and employees practising from a given office hold the necessary local qualifications or otherwise qualify for an applicable cross-border practice exception.
3.6 Silo Structures. Where the law of a jurisdiction requires a licensed legal entity to be owned by local lawyers, and the Partnership uses an arrangement under which those local owners hold their interests on behalf of the Partnership (a “Silo Structure”), the following applies: (a) a Silo Structure may be used only as an exception, where no wholly-owned Local Entity is permissible; (b) it requires the prior written approval of the Management Committee; (c) before it is established, the Partnership must have received written advice from qualified counsel in that jurisdiction that the Silo Structure, including the arrangement by which the local owners hold their interests on behalf of the Partnership, complies with local law and professional rules; and (d) if that advice cannot be obtained, or is later withdrawn or qualified, the Silo Structure shall not be established or shall be unwound in an orderly manner consistent with clients' interests. The Regional Managing Partner shall report annually to the Management Committee on each Silo Structure, with a view to minimising them.
3.7 Practice of Chinese Law. The Partners acknowledge that PRC law restricts foreign law firms from practising PRC law, from employing PRC-licensed lawyers to do so, and from owning, merging with, or taking equity in PRC law firms, and that PRC-licensed lawyers may be unable to be partners of a foreign or Hong Kong law firm. Accordingly, no PRC-licensed lawyer shall be admitted as a Partner, and no arrangement under which PRC-licensed lawyers hold interests in, practise through, or share fees with the Partnership shall be entered into, except through a Local Entity, a Silo Structure under Section 3.6, or an association arrangement permitted by PRC law, in each case approved by the Management Committee and supported by the written advice of PRC counsel.
ARTICLE 4 — PARTNERS; ADMISSION; WITHDRAWAL
4.1 One Class of Partners. The Partnership has a single class of Partners. There are no equity or non-equity tiers, and no partner ranks above another by virtue of capital, tenure, or title: all Partners are equal, consistent with Section 6.4 (one Partner, one vote).
4.2 Admission of New Partners. A candidate is admitted as a Partner upon (a) approval by the Management Committee, on the joint recommendation of the relevant Country Managing Partner (if any), the Regional Managing Partner, and the relevant Practice Group Leader; (b) execution of the Agreement to Join the Partnership, the Partnership's form of accession deed, substantially in the form attached as Exhibit A, or as the Management Committee may update from time to time under Section 12.2; and (c) where applicable law or regulation requires, approval of the candidate by the relevant regulator. No Partner is required to make a capital contribution on admission.
4.3 Voluntary Withdrawal. A Partner may withdraw from the Partnership upon ninety (90) days' prior written notice to the Regional Managing Partner, or such shorter period as the Regional Managing Partner may accept.
4.4 Expulsion. A Partner may be expelled on the decision of the Regional Managing Partner, confirmed by the Management Committee, upon grounds including material breach of this Agreement, professional misconduct resulting in disciplinary action, incapacity preventing performance of partnership duties, or conduct reasonably determined to have caused material harm to the Partnership's or Olney-Fraser's reputation or client relationships. The expelled Partner shall be given notice of the grounds and a reasonable opportunity to be heard before the Management Committee, except where immediate suspension is determined to be necessary to protect clients or the Partnership.
4.5 Flexible Working Arrangements. A Partner may work full-time, part-time, remotely, or on any combination the Partner and the Regional Managing Partner agree, and may take extended leave or a sabbatical, including for family, caring, health, or personal reasons, and may vary these arrangements from time to time as the Partner wishes or as circumstances require. A Partner may also combine their practice with other professional or personal activities, including academic appointments, non-executive directorships, voluntary work, and caregiving responsibilities, provided such activities do not create a conflict of interest or breach the Partner's obligations under Section 4.8 or applicable Rules of Professional Conduct. A Partner's remuneration under Article 5 shall adjust to reflect these arrangements, consistent with the formulas in that Article, and no Partner shall be penalized in admission, governance participation, or status as a Partner for adopting a flexible working arrangement under this Section 4.5.
4.6 No Restriction on Right to Practice. Nothing in this Agreement shall restrict a departing Partner's right to practise law, consistent with the Rules of Professional Conduct that prohibit or limit agreements restricting a lawyer's right to practise after termination of the partnership relationship, and no provision of this Agreement or any related policy shall be construed to impose such a restriction.
4.7 Effect of Withdrawal or Expulsion. A Partner has no capital account and is entitled to no capital repayment on withdrawal, expulsion, retirement, or death, consistent with Section 5.1. From the effective date of departure, the Partner ceases to be entitled to future Fee Splits, Referral Fees, or Partnership Bonus Points, except that the Partner (or their estate) remains entitled to Fee Splits and Referral Fees properly accrued under Sections 5.2 and 5.3 for fees collected, or work substantially completed and subsequently billed and collected, prior to that date, paid when such fees are actually collected by the Partnership, less any amounts properly owed by the Partner to the Partnership.
4.8 Fiduciary Duties. Each Partner owes the Partnership and the other Partners the duties of good faith, loyalty, and care that apply to partners under the Act, the Partnership Ordinance (Cap. 38), and the general law. To the extent the law permits the Partners to modify those duties by agreement, this Agreement modifies them as follows: (a) a Partner's flexible working arrangements and outside activities permitted under Section 4.5, where disclosed to the Regional Managing Partner and not objected to, do not breach the duty of loyalty; (b) a Partner is liable to the Partnership for breach of the duty of care only for grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law; and (c) nothing in this Section 4.8 excludes liability for fraud or dishonesty, restricts a Partner's right to bring an action under the Act, or modifies any duty that cannot lawfully be modified. Each Partner remains separately bound by any duty of loyalty and candour owed to clients under applicable Rules of Professional Conduct, which this Section 4.8 does not modify.
4.9 Restrictions on Transfer; Creditors. A Partner's interest in the Partnership, including entitlements to Fee Splits, Referral Fees, and Partnership Bonus Points, is personal to that Partner and may not be transferred, assigned, pledged, or encumbered, and no transferee acquires any right by virtue of an attempted transfer. To the extent applicable law permits the Partners so to provide, a judgment creditor of a Partner has no right to interfere with the management or operation of the Partnership or to obtain possession of specific Partnership property, and that creditor's remedies are limited to those available against the Partner's entitlements to payments from the Partnership.
4.10 Additional Dissociation Events. In addition to voluntary withdrawal under Section 4.3 and expulsion under Section 4.4, a Partner is dissociated from the Partnership upon that Partner's death or upon the Partner becoming the subject of a bankruptcy or similar insolvency proceeding that is not dismissed within ninety (90) days. No such event, nor any other dissociation event under this Article 4, shall cause dissolution of the Partnership, notwithstanding any provision of the Act that might otherwise so provide; the Partnership shall continue with its remaining Partners. The Regional Managing Partner shall notify the Law Society of Hong Kong of any change in the Partnership's partners as the Act requires.
ARTICLE 5 — REMUNERATION
5.1 No Capital Contributions. No Partner is required to make a capital contribution on being admitted as a Partner, and no Partner has a capital account or any capital entitlement on withdrawal, expulsion, retirement, or death. The Partnership does not maintain a pooled profit account allocated by points or otherwise; Partner remuneration is determined solely by the Fee Split, Referral Fee, and Partnership Bonus Points mechanisms in this Article 5.
5.2 Fee Split. Each Partner is entitled to a Fee Split calculated, for each calendar quarter, as (a) fifty percent (50%) of personal fees actually collected by the Partnership in that quarter for work personally performed by that Partner on clients or matters for which that Partner is the responsible partner; and (b) twenty percent (20%) of fees actually collected by the Partnership in that quarter for work performed by other Partners and employee lawyers on clients or matters for which that Partner is the responsible partner; and (c) twenty percent (20%) of personal fees actually collected by the Partnership in that quarter for work personally performed by that Partner on clients or matters for which another Partner is the responsible partner. Where more than one Partner shares responsibility for a matter, the Regional Managing Partner shall determine the apportionment of each applicable Fee Split component between them, acting reasonably and, where practicable, consistently with any agreement the Partners concerned have reached. The Management Committee may adjust the percentages in this Section 5.2 for all Regional LLPs uniformly, but not for the Partnership alone.
5.3 Referral Fee. Each Partner is entitled to a Referral Fee calculated, for each calendar quarter, as ten percent (10%) of fees actually collected by the Partnership in that quarter from clients or matters for which the Partner is the referring partner. This Section 5.3 governs only referrals between Partners of the Partnership itself; a referral to or from a Partner of another Regional LLP is instead governed by Article 9 of the Governance Framework, under which the Partnership, as Referring LLP or Receiving LLP, accounts to or is paid by the other Regional LLP directly, and the Partnership then accounts to the referring or responsible Partner under Section 5.2 or this Section 5.3, as applicable, for that Partner's own share of the Partnership's resulting entitlement. Where more than one Partner jointly referred a matter, the Regional Managing Partner shall determine the apportionment of the applicable percentage between them, acting reasonably and, where practicable, consistently with any agreement the Partners concerned have reached. The Management Committee may adjust the percentage in this Section 5.3 for all Regional LLPs uniformly, but not for the Partnership alone.
5.4 Partnership Bonus Points. In addition to Fee Splits and Referral Fees, the Remuneration Committee may award each Partner up to 100 Partnership Bonus Points for each Fiscal Year, reflecting that Partner's overall contribution to the Partnership and to Olney-Fraser, having regard to: (a) seniority as a lawyer; (b) years as a Partner with Olney-Fraser; (c) the level of fee revenue for which the Partner was the responsible Partner during the last Fiscal Year; (d) the level of fee revenue the Partner referred to other Partners during the last Fiscal Year; (e) management responsibilities; (f) new clients signed up in the last quarter; and (g) supervision of junior lawyers. Partnership Bonus Points are translated into a cash entitlement under a methodology the Remuneration Committee adopts and applies consistently across all Regional LLPs, funded from the Partnership's revenue as a cost of the Partnership.
5.5 Founding Partners. The Management Committee may appoint a Founding Partner for each jurisdiction and practice area until Regional Managing Partners and Practice Group Leaders, respectively, are elected. A Founding Partner appointed for a jurisdiction shall serve as Olney-Fraser's local figurehead; assist in establishing licensed entities and meeting local professional-regulatory requirements; advise on appointments of Partners in that jurisdiction; act as a point of contact between the Management Committee and other Partners; liaise with the Management Committee about Partner Bonuses; and assist in resolving disputes arising in that jurisdiction. A Founding Partner appointed for a practice area shall assist in establishing the practice group and recruiting Partners and lawyers; lead Olney-Fraser's work in that practice area; help ensure the firm provides appropriate advice and support to clients in that area; and act as a point of contact between the Management Committee and other Partners in that practice group. The Founding Partner role is one of responsibility and seniority within the firm and the relevant legal profession. For the first three years of their appointment, each Founding Partner shall be awarded the maximum Partnership Bonus Points (100 points) for each Fiscal Year.
5.6 Monthly Drawings. Each Partner shall receive their Fee Split, Referral Fee, and Partnership Bonus Points entitlements as monthly drawings, paid on a pass-through basis from the Partnership, with each quarter's Fee Splits and Referral Fees reconciled and trued up once that quarter's fee collections are finalized. No fee budgets or minimum billing targets shall be imposed on any Partner as a condition of remuneration under this Article 5.
5.7 Tax Reporting. The Regional Managing Partner shall designate a Partner responsible for the Partnership's profits tax returns and registrations in Hong Kong and for providing each Partner with the information they need for their own tax filings, including Partners resident in mainland China or elsewhere, whose own jurisdictions may tax their share of the Partnership's income. Each Partner shall be allocated a share of income, gain, loss, deduction, and credit consistent with their Fee Splits, Referral Fees, and Partnership Bonus Points under this Article 5, and is responsible for the tax payable on that share in each jurisdiction in which it is taxable.
5.8 Tax Distributions. Because a Partner may be allocated, and subject to tax on, income under Section 5.7 whether or not yet drawn, and because most jurisdictions in which Partners are resident or otherwise taxable require provisional or advance payment of tax during the tax year (including provisional profits tax payments in Hong Kong), the Management Committee shall adopt and maintain a tax distribution policy ensuring that the monthly drawings under Section 5.6 are, at a minimum, sufficient to allow each Partner to meet their reasonably estimated provisional tax obligations attributable to their Fee Splits, Referral Fees, and Partnership Bonus Points. Nothing in this Section 5.8 obligates the Partnership to fund a Partner's actual tax liability in full, and each Partner remains solely responsible for their own tax filings and any shortfall between drawings received and the Partner's actual liability.
5.9 Limits on Distributions. The Partners acknowledge that the Act restricts distributions of the property of a limited liability partnership to its partners and permits recovery of distributions made in breach, with proceedings required to be brought within two years of the distribution. Drawings under Section 5.6 shall be made only to the extent the Act permits, and the Regional Managing Partner shall not make or approve any drawing that would contravene the Act.
ARTICLE 6 — REGIONAL GOVERNANCE
6.1 Regional Managing Partner. The Partners shall elect a Regional Managing Partner, who is responsible for the day-to-day strategic and operational management of the Partnership, including admission recommendations and expulsion decisions under Article 4, oversight of any Local Entity, and representing the Partnership on the Management Committee and Remuneration Committee under Article 7, unless the Partnership's representative on either committee is separately elected. Because the Partnership's region is China, the Regional Managing Partner also serves as the Country Managing Partner for China, and a separate Country Managing Partner role is not constituted unless the Management Committee determines otherwise for a defined sub-jurisdiction.
6.2 Term of Office. The Regional Managing Partner is elected for a term of two (2) years and may not be re-elected to serve a consecutive or subsequent term in that role, consistent with the term-limit policy applicable across Olney-Fraser under Section 7.6.
6.3 Annual Partners Meeting. The Partnership shall hold an annual meeting of Partners to review the Partnership's financial performance, elect or confirm the Regional Managing Partner and the Partnership's representatives to the Management Committee and Remuneration Committee, and consider such other business as properly comes before the meeting.
6.4 Voting. Except as otherwise provided in this Agreement, matters requiring a vote of the Partners shall be decided on a one-Partner, one-vote basis. There is no Points-weighted or capital-weighted voting of any kind.
6.5 Compliance with Global Governance. The Partnership and its Partners shall comply with decisions properly made by the Management Committee and the Remuneration Committee within the scope of their authority under Article 7, including decisions on Olney-Fraser-wide policy, branding, compliance standards, and the Fee Split and Referral Fee percentages described in Sections 5.2 and 5.3.
ARTICLE 7 — OLNEY-FRASER GLOBAL STRUCTURE AND THE MANAGEMENT COMPANY
7.1 Chairman. Olney-Fraser's Chairman is Darren Olney-Fraser for the first three (3) years following Olney-Fraser's establishment. Thereafter, the Chairman is a Partner of a Regional LLP elected by all Partners of all Regional LLPs for a term of three (3) years, and may not be re-elected to serve a subsequent term as Chairman.
7.2 Management Committee. The Management Committee is constituted by one Partner elected to represent each Regional LLP (including one representative elected by the Partners of the Partnership), one Partner elected to represent each global practice group, and the Chairman. The Management Committee is responsible for strategic direction, admission and expulsion confirmations under Article 4, oversight of the Management Company, and other global governance matters reserved to it under this Agreement and the equivalent agreements of the other Regional LLPs.
7.3 Remuneration Committee. The Remuneration Committee is constituted on the same basis as the Management Committee (one representative per Regional LLP, one per global practice group, and the Chairman), and is responsible for determining Partnership Bonus Points methodology, the Fee Split and Referral Fee percentages under Sections 5.2 and 5.3, and remuneration policy generally across Olney-Fraser.
7.4 Regional Managing Partners. Each Regional LLP, including the Partnership, elects its own Regional Managing Partner as described in Section 6.1.
7.5 Practice Group Leaders. Each global practice group elects a Practice Group Leader, by the vote of the Partners across all Regional LLPs who belong to that practice group, including Partners of the Partnership.
7.6 Staggered Terms and Term Limits. Elections to the roles described in this Article 7 and in Article 6 are staggered, are generally for terms of two (2) years (other than the Chairman, whose term is three (3) years), and no Partner may be elected to serve more than one term in the same role, other than Darren Olney-Fraser's initial three-year term as Chairman.
7.7 The Management Company. Olney-Fraser Management Limited, a company incorporated in the United Kingdom, is owned in equal shares by the Partnership and each of the other four Regional LLPs. Its directors are the Chairman and the five currently elected Regional LLP representatives on the Management Committee. The Management Committee determines the level of funding to be contributed by each Regional LLP, including the Partnership, to the Management Company, and the Partnership shall pay its contribution when determined.
7.8 Management Company Services. The Management Company provides shared services across Olney-Fraser, including branding, policies and procedures, technology, client data management, the Global Conflicts Database described in Section 7.9, new partner recruitment support, compliance, practising certificate administration, advertising and marketing, client acquisition support, practice management systems, accounting services, insurance procurement, and administration of remuneration arrangements determined by the Remuneration Committee. The Partnership does not itself own or control these shared systems; it is a shareholder in, and a recipient of services from, the Management Company.
7.9 Global Conflicts Database. Because Olney-Fraser operates as a single firm across its Regional LLPs rather than as a network of independently branded firms, conflicts of interest are imputed firm-wide in accordance with Rule 1.10 of the Model Rules of Professional Conduct (or the equivalent imputation rule in the applicable jurisdiction). The Partnership shall participate fully in the single global client and matter database operated by the Management Company on behalf of all Regional LLPs (the “Global Conflicts Database”), and each Partner shall enter new client and matter information into it and clear conflicts against it before undertaking any new engagement. The content of the Global Conflicts Database shall be limited to the categories of information reasonably necessary for conflicts identification (such as client and adverse-party names, matter descriptions, and responsible-partner identity), consistent with the data-minimization principles of applicable data protection law, and shall not include substantive case files, work product, or privileged material.
7.10 Cross-Border Data Transfers. Where personal data or client-confidential information is to be transferred between the Partnership and the Management Company, another Regional LLP, or a Local Entity, the following shall apply: (a) no such transfer shall occur unless supported by a valid transfer mechanism recognized under the data protection law of the exporting jurisdiction, which may include Standard Contractual Clauses, an applicable adequacy decision, or another recognized derogation; (b) the Partnership shall not rely exclusively on any adequacy mechanism, including the EU-US Data Privacy Framework, that is the subject of pending legal challenge, without a Standard Contractual Clauses or equivalent fallback mechanism also in place; (c) before any client matter data is entered into the Global Conflicts Database or another cross-border system, the responsible Partner shall confirm whether applicable professional secrecy rules permit such transfer, and apply any redaction or exception necessary to comply; and (d) client engagement letters and privacy notices shall disclose the Partnership's cross-border data handling practices to the extent required by applicable data protection law. The Management Company is responsible for maintaining Olney-Fraser's cross-border transfer mechanisms and for monitoring material legal developments affecting their validity.
7.11 No Cross-Liability. Consistent with each Regional LLP's and the Management Company's status as a separate legal entity, the Partnership shall have no liability for the acts, omissions, debts, or obligations of the Management Company or of any other Regional LLP, and neither the Management Company nor any other Regional LLP shall have liability for the acts, omissions, debts, or obligations of the Partnership, in each case except to the extent otherwise required by mandatory law or separately and expressly agreed in writing.
7.12 Mainland China Data Rules. Transfers of personal information or other data out of mainland China, and responses to requests from foreign courts, regulators, or counterparties for data held in mainland China, shall comply with PRC law, including its requirements for security assessment, standard contract, or certification before cross-border transfer and for approval before data is provided to foreign judicial or enforcement bodies. Before information about a matter handled in mainland China is entered into the Global Conflicts Database, the responsible Partner shall confirm with PRC counsel what may lawfully be transferred.
ARTICLE 8 — PROFESSIONAL RESPONSIBILITY AND RISK MANAGEMENT
8.1 Compliance with Rules of Professional Conduct. Each Partner shall at all times comply with the Rules of Professional Conduct applicable to that Partner and shall not take any action that would cause the Partnership or a Local Entity to violate applicable Rules of Professional Conduct.
8.2 Professional Indemnity Insurance. The Partnership shall maintain, whether directly or through insurance procured by the Management Company on behalf of Olney-Fraser, (a) the professional indemnity insurance or scheme participation required of its practice in Hong Kong, and (b) the top-up insurance the Act requires of a limited liability partnership, currently not less than HK$10 million per claim, together with the requirements of each other jurisdiction in which the Partnership or a Local Entity practises. The Partnership shall not describe itself as a limited liability partnership, or claim the protection of that status, at any time when the top-up insurance the Act requires is not in force.
8.3 Client Files and Confidentiality. Client files, communications, and confidential information shall be handled in accordance with the Rules of Professional Conduct applicable to the relevant engagement, and access shall be limited internally to Partners and staff with a professional need to know, consistent with conflicts-of-interest management under Section 7.9.
ARTICLE 9 — LIABILITY AND INDEMNIFICATION
9.1 Limitation of Liability. The Partners acknowledge that the Act provides a partial liability shield: it protects a Partner from personal liability for the professional defaults of other Partners and personnel of the Partnership, subject to its conditions and limitations (including the maintenance of top-up insurance), but it does not give the full protection of a company or of a United Kingdom or Singapore limited liability partnership, and a Partner may remain personally liable for matters outside its protection, including the Partnership's ordinary business obligations to the extent the Act does not limit them. Subject to that, and except as otherwise provided by the Act or applicable law, no Partner shall be personally liable for any debt, obligation, or liability of the Management Company or of any other Regional LLP, whether arising in tort, contract, or otherwise, solely by reason of being a Partner.
9.2 Indemnification. The Partnership shall indemnify each Partner, to the fullest extent permitted by the Act, against any loss, liability, or expense incurred by reason of any act or omission performed or omitted in good faith on behalf of the Partnership and within the scope of authority granted under this Agreement, except in the case of gross negligence, willful misconduct, or fraud.
9.3 Insurance Cooperation. Each Partner shall cooperate with the Partnership's insurers and risk-management function in connection with any claim, including by providing timely notice of any circumstance reasonably likely to give rise to a professional liability claim.
ARTICLE 10 — BOOKS, RECORDS, AND ACCOUNTING
10.1 Books and Records. The Partnership shall maintain complete and accurate books of account and other records in accordance with generally accepted accounting principles (or such other consistent basis as the Management Committee adopts), whether maintained directly or through accounting services provided by the Management Company, and shall make them available for inspection by any Partner upon reasonable notice, to the extent required by the Act.
10.2 Annual Accounts. The Partnership shall prepare annual accounts for each Fiscal Year, which shall be provided to all Partners together with any accountant's report the Law Society of Hong Kong requires, and which shall be subject to external audit if the Management Committee so requires.
10.3 Bank Accounts and Client Funds. The Partnership shall maintain client trust or escrow accounts separately from its operating accounts, in accordance with the Rules of Professional Conduct and trust-accounting rules of each jurisdiction in which it holds client funds.
ARTICLE 11 — CONFIDENTIALITY; RESTRICTIVE COVENANTS; NAME LICENSE
11.1 Partnership Confidential Information. Each Partner shall keep confidential all non-public information concerning the Partnership's finances, strategy, and governance, both during their partnership and after departure, except as required by law or professional obligation.
11.2 Non-Solicitation of Personnel. For a period of one hundred eighty (180) days following departure, a departing Partner shall not solicit for hire any then-current employee of the Partnership with whom the Partner worked directly, to the extent enforceable under applicable law.
11.3 No Restriction on Client Choice. Consistent with Section 4.6, no provision of this Agreement or any related policy shall restrict a client's right to choose counsel, including the right to continue being represented by a departing Partner, subject to the Partnership's right to seek payment for fees and costs properly incurred prior to departure.
11.4 Name License. The name “Olney-Fraser” and associated marks are used by the Partnership under the Sub-Licence, which derives from a license agreement between Darren Olney-Fraser and the entities comprising Olney-Fraser, including the Partnership, granting the right to use his name and likeness for as long as the licensee entities wish to do so. The Partnership's right to use the name terminates automatically if the underlying license agreement terminates or if the Partnership ceases to be a Regional LLP of Olney-Fraser, and the Partnership shall comply with the Management Company's brand guidelines issued under Section 7.8.
ARTICLE 12 — AMENDMENT
12.1 Amendment Procedure. This Agreement may be amended by the vote of Partners specified in Schedule B, except that any amendment that would alter a Partner's liability exposure beyond that provided under the Act shall additionally require the affected Partner's written consent.
12.2 Schedule Updates. Schedules A, B, and C, and the form of Agreement to Join the Partnership in Exhibit A, may be updated administratively by the Regional Managing Partner to reflect routine changes (such as new Partner admissions, new Local Entities, or improvements to the standard form of accession deed that do not materially change a new Partner's rights or obligations), without a full partner vote, except where this Agreement requires a vote for that specific change.
ARTICLE 13 — DISSOLUTION AND WINDING UP
13.1 Events of Dissolution. The Partnership shall dissolve upon the vote specified in Schedule B, or upon the occurrence of an event requiring dissolution under the Act.
13.2 Winding Up. Upon dissolution, the Regional Managing Partner (or a liquidating trustee appointed by the Management Committee) shall wind up the Partnership's affairs, including completing client engagements in an orderly manner consistent with applicable Rules of Professional Conduct, discharging liabilities, and paying all accrued Fee Splits, Referral Fees, and Partnership Bonus Points. Any assets remaining after the foregoing shall be distributed among the then-current Partners in equal shares, consistent with Section 6.4, unless the Partners agree otherwise or the Management Committee and the Partnership agree in writing that some or all remaining assets should instead be contributed to the Management Company or another Regional LLP in connection with a restructuring of Olney-Fraser.
13.3 Survival. Sections 2.7, 3.4, 4.6, 4.8, 4.9, 7.11, 9.1, 9.2, 11.1, and 11.3 shall survive dissolution and winding up of the Partnership.
ARTICLE 14 — GENERAL PROVISIONS
14.1 Governing Law. This Agreement, and the internal affairs of the Partnership, shall be governed by the laws of Hong Kong, without regard to its conflict of laws principles, except that matters relating to the practice of law and professional conduct shall additionally be governed by the applicable Rules of Professional Conduct of each jurisdiction in which a Partner practises.
14.2 Dispute Resolution. Any dispute between Partners or between a Partner and the Partnership arising out of this Agreement, other than a dispute subject to mandatory regulatory or disciplinary jurisdiction, shall be resolved by binding arbitration administered by [ARBITRATION BODY] seated in Hong Kong, and judgment on the award may be entered in any court of competent jurisdiction.
14.3 Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement among the Partners regarding the subject matter hereof and supersedes all prior partnership agreements, whether written or oral.
14.4 Severability. If any provision of this Agreement is held invalid or unenforceable under the Act or applicable Rules of Professional Conduct, the remaining provisions shall continue in full force and effect, and the Regional Managing Partner shall propose a replacement provision consistent with the original intent to the extent permitted by law.
14.5 Notices. All notices under this Agreement shall be in writing and delivered to a Partner's address of record with the Partnership, or such other address as the Partner may designate in writing.
14.6 Counterparts. This Agreement, and any joinder hereto, may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
SCHEDULE A — ADMINISTRATIVE DETAILS
Principal Place of Business in Hong Kong: [ADDRESS]
Overall Supervisory Partner: [NAME]
Other Supervisory Partners: [NAMES]
Partner Responsible for Tax Returns (Hong Kong): [NAME]
Principal Executive Office: [ADDRESS]
Fiscal Year: [e.g., calendar year]
Current Fee Split and Referral Fee Percentages (Sections 5.2 and 5.3, as set by the Remuneration Committee for all Regional LLPs): Fee Split: personal fees on the responsible Partner's matters 50% / fees for work by other Partners and employee lawyers on the responsible Partner's matters 20% / personal fees on matters where another Partner is responsible 20% / Referral Fee (referring partner) 10%
Partnership Bonus Points Methodology (Section 5.4): [Cross-reference the current Remuneration Committee policy document]
SCHEDULE B — GOVERNANCE DETAILS
Regional Managing Partner: [Name, term dates]
Partnership's Representative on the Management Committee: [Name, term dates]
Partnership's Representative on the Remuneration Committee: [Name, term dates]
Current Chairman: [Name, term dates]
Global Practice Groups and Leaders: [List]
Voting Thresholds: [e.g., simple majority for ordinary matters; two-thirds for expulsion, dissolution, or amendment of this Agreement — one-Partner-one-vote in all cases per Section 6.4]
Audit Requirement: [Whether and how often external audit is required]
SCHEDULE C — LOCAL ENTITIES AND REGISTRATIONS
Jurisdiction: [Country/Region] — Local Entity Name and Form: [e.g., wholly-owned subsidiary or branch] — Structure: [Wholly-owned subsidiary / Branch / Silo Structure] — Reason for Use: [Specify the local law requirement necessitating this structure] — Counsel Advice Reference (required for any Silo Structure under Section 3.6): [Date/Author]
[Repeat row for each Local Entity — expected to be rare]
Registrations and Licences in Other Jurisdictions: [e.g., Ministry of Justice approval for any representative office in mainland China; any association arrangement permitted by PRC law]
EXHIBIT A — FORM OF AGREEMENT TO JOIN THE PARTNERSHIP
This Exhibit A sets out the current form of accession deed referred to in Section 4.2(b). The Regional Managing Partner may update this form from time to time under Section 12.2 without a full partner vote, provided the update does not materially change a new Partner's rights or obligations. The current executed accession deeds for each Partner are retained in the Partnership's records; this Exhibit A reproduces the template.
AGREEMENT TO JOIN THE PARTNERSHIP, entered into as of [EFFECTIVE DATE] by and between Olney-Fraser (China, Hong Kong) LLP (the “Partnership”), acting by its Regional Managing Partner, and [NEW PARTNER NAME], an individual admitted to practice law in [JURISDICTION(S)] (the “New Partner”).
Recitals
The Partnership is governed by this Partnership Agreement, which incorporates by reference the Olney-Fraser Global Governance Framework Agreement (the “Governance Framework”). The Management Committee has approved the admission of the New Partner as a Partner of the Partnership under Section 4.2, on the joint recommendation of the relevant Country Managing Partner (if any), the Regional Managing Partner, and the relevant Practice Group Leader, as confirmed in the offer of partnership accepted by the New Partner. Section 4.2(b) requires the New Partner to execute this accession deed as a condition of admission.
1. Accession
1.1 Admission. Effective as of the Effective Date, the New Partner is admitted as a Partner of the Partnership, and the New Partner accepts admission on the terms of this Partnership Agreement and this accession deed.
1.2 Agreement to Be Bound. The New Partner agrees to be bound by, and to comply with, all of the terms of this Partnership Agreement, and the Governance Framework it incorporates by reference, in each case as amended from time to time in accordance with their own terms, as if the New Partner had been an original signatory to this Partnership Agreement.
1.3 Single Class of Partners. The New Partner acknowledges that the Partnership has a single class of Partners, that the New Partner is not required to make, and has not made, any capital contribution to the Partnership, and that the New Partner's remuneration will consist of Fee Splits, Referral Fees, and Partnership Bonus Points under Article 5, paid as monthly drawings, and not a salary or wage.
2. Representations by the New Partner
2.1 Professional Standing. The New Partner represents that they are admitted to practice law in the jurisdiction(s) stated above, are in good standing with every bar to which they are admitted, and will promptly notify the Regional Managing Partner of any change in that status.
2.2 No Undisclosed Conflicts. The New Partner represents that they have disclosed, to the best of their knowledge, all clients, former clients, and matters reasonably likely to give rise to a conflict of interest with the Partnership's existing clients, for entry into the Global Conflicts Database under Section 7.9 of the Governance Framework.
2.3 No Breach of Obligations to a Prior Firm. The New Partner represents that joining the Partnership has not involved, and will not involve, any misappropriation of a prior firm's confidential information or trade secrets, any breach of a fiduciary duty owed to a prior firm, or any breach of an enforceable obligation owed to a prior firm, other than a restriction on the New Partner's right to practise law that is unenforceable or prohibited under applicable Rules of Professional Conduct.
2.4 Authority. The New Partner represents that they have full power and capacity to enter into this accession deed and to perform their obligations under this Partnership Agreement.
3. Compliance
3.1 Rules of Professional Conduct and Brand Guidelines. The New Partner agrees to comply with all applicable Rules of Professional Conduct, the Management Company's brand guidelines for use of the “Olney-Fraser” name under the Sub-Licence, and all Partnership policies adopted consistently with this Partnership Agreement and the Governance Framework.
4. General Provisions
4.1 Governing Law. This accession deed is governed by the laws of Hong Kong, without regard to its conflict of laws principles, consistent with Section 14.1.
4.2 Dispute Resolution. Any dispute arising out of this accession deed shall be resolved in the same manner as a dispute under this Partnership Agreement, under Section 14.2.
4.3 Entire Agreement. This accession deed, together with this Partnership Agreement and the Governance Framework, constitutes the entire agreement between the parties regarding the New Partner's admission to the Partnership.
4.4 Counterparts. This accession deed may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
NOTE: Some of the entities, counterparties and licences contemplated in this agreement may still be in formation, and the agreement may not yet be excuted. It is likely that Founding Partners are still being recruited to enable formation, execution and licensing steps in a jurisdiction to be completed