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 1. Home
 2. For law professionals
 3. SRA Handbook
 4. Code of Conduct

 * Welcome
   * Overview
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   * PDF centre
 * Introduction
 * Principles
   * Preamble
   * Principles [1-2]
   * Principles - application provisions [3-6]
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   * Interpretation [8]
 * Code of Conduct
   * Introduction to the Code of Conduct
   * You and your client [1-6]
   * You and your business [7-9]
   * You and your regulator [10]
   * You and others [11-12]
   * Application, waivers and interpretation [13-15]
 * Accounts Rules
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The SRA Handbook is no longer in effect. It was replaced by the SRA Standards
and Regulations on 25 November 2019.


SRA HANDBOOK

 * Content
 * History
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SRA CODE OF CONDUCT 2011

Version 21 of the Handbook was published on 06/12/2018. For more information,
please click 'History' Above


SRA CODE OF CONDUCT 2011

INTRODUCTION TO THE SRA CODE OF CONDUCT

OVERVIEW

Outcomes-focused regulation concentrates on providing positive outcomes which
when achieved will benefit and protect clients and the public. The SRA Code of
Conduct (the Code) sets out our outcomes-focused conduct requirements so that
you can consider how best to achieve the right outcomes for your clients taking
into account the way that your firm works and its client base. The Code is
underpinned by effective, risk-based supervision and enforcement.

Those involved in providing legal advice and representation have long held the
role of trusted adviser. There are fiduciary duties arising from this role and
obligations owed to others, especially the court. No code can foresee or address
every issue or ethical dilemma which may arise. You must strive to uphold the
intention of the Code as well as its letter.

THE PRINCIPLES

The Code forms part of the Handbook, in which the 10 mandatory Principles are
all-pervasive. They apply to all those we regulate and underpin all aspects of
practice. They define the fundamental ethical and professional standards that we
expect of all firms and individuals (including owners who may not be lawyers)
when providing legal services. You should always have regard to the Principles
and use them as your starting point when faced with an ethical dilemma.

Where two or more Principles come into conflict the one which takes precedence
is the one which best serves the public interest in the particular
circumstances, especially the public interest in the proper administration of
justice. Compliance with the Principles is also subject to any overriding legal
obligations.

You must:

 1.  uphold the rule of law and the proper administration of justice;
 2.  act with integrity;
 3.  not allow your independence to be compromised;
 4.  act in the best interests of each client;
 5.  provide a proper standard of service to your clients;
 6.  behave in a way that maintains the trust the public places in you and in
     the provision of legal services;
 7.  comply with your legal and regulatory obligations and deal with your
     regulators and ombudsmen in an open, timely and co-operative manner;
 8.  run your business or carry out your role in the business effectively and in
     accordance with proper governance and sound financial and risk management
     principles;
 9.  run your business or carry out your role in the business in a way that
     encourages equality of opportunity and respect for diversity; and
 10. protect client money and assets.

STRUCTURE OF THE CODE

The Code is divided into 5 sections:

 * You and your client
 * You and your business
 * You and your regulator
 * You and others
 * Application, waivers and interpretation

Each section is divided into chapters dealing with particular regulatory issues,
for example, client care, conflicts of interests, and publicity.

These chapters show how the Principles apply in certain contexts through
mandatory and non-mandatory provisions.

MANDATORY PROVISIONS

The following provisions are mandatory:

 * the outcomes;
 * the application and waivers provisions in Chapters 13 and 13A;
 * the interpretations; and
 * the transitional provisions in Chapter 15.

The outcomes describe what firms and individuals are expected to achieve in
order to comply with the relevant Principles in the context of the relevant
chapter. In the case of in-house practice, we have set out at the end of each
chapter which outcomes apply and in some cases have specified different
outcomes.

In respect of in-house practice, different outcomes may apply depending on
whether you are acting for your employer or for a client other than your
employer as permitted by rules 4.1 to 4.10 of the SRA Practice Framework Rules.

The outcomes contained in each chapter are not an exhaustive list of the
application of all the Principles. We have tried to make them as helpful as
possible.

NON-MANDATORY PROVISIONS

The following provisions are non-mandatory:

 * indicative behaviours;
 * notes.

The outcomes are supplemented by indicative behaviours. The indicative
behaviours specify, but do not constitute an exhaustive list of, the kind of
behaviour which may establish compliance with, or contravention of the
Principles. These are not mandatory but they may help us to decide whether an
outcome has been achieved in compliance with the Principles.

We recognise that there may be other ways of achieving the outcomes. Where you
have chosen a different method from those we have described as indicative
behaviours, we might require you to demonstrate how you have nevertheless
achieved the outcome. We encourage firms to consider how they can best achieve
the outcomes, taking into account the nature of the firm, the particular
circumstances of the matter and, crucially, the needs of their particular
clients.

WAIVERS

Due to the flexibility of approach this structure allows, we do not anticipate
receiving many applications for waivers from the mandatory outcomes. The SRA,
nonetheless, reserves power to waive a provision in exceptional circumstances.

INTERPRETATION

Words shown in italics are defined in the Glossary.

SOURCES OF HELP

You can access the Code and other elements of the Handbook and find information
on particular issues on the SRA website. You can also seek guidance on
professional conduct from our Professional Ethics Guidance Team.

LIST OF CONTENTS OF THE CODE

1st section: You and your client

Chapter 1 Client care

Chapter 2 Equality and diversity

Chapter 3 Conflicts of interests

Chapter 4 Confidentiality and disclosure

Chapter 5 Your client and the court

Chapter 6 Your client and introductions to third parties

2nd section: You and your business

Chapter 7 Management of your business

Chapter 8 Publicity

Chapter 9 Fee sharing and referrals

3rd section: You and your regulator

Chapter 10 You and your regulator

4th section: You and others

Chapter 11 Relations with third parties

Chapter 12 Separate businesses

5th section: Application, waivers and interpretation

Chapter 13 Application and waivers provisions

Chapter 13A Practice Overseas

Chapter 14 Interpretation

Chapter 15 Transitional provisions

PREAMBLE

The SRA Code of Conduct dated 17 June 2011 commencing 6 October 2011 made by the
Solicitors Regulation Authority Board under sections 31, 79 and 80 of the
Solicitors Act 1974, sections 9 and 9A of the Administration of Justice Act 1985
and section 83 of the Legal Services Act 2007, with the approval of the Legal
Services Board under paragraph 19 of Schedule 4 to the Legal Services Act 2007,
regulating the conduct of solicitors and their employees, registered European
lawyers and their employees, registered foreign lawyers, recognised bodies and
their managers and employees and licensed bodies and their managers and
employees.

1ST SECTION: YOU AND YOUR CLIENT

CHAPTER 1: CLIENT CARE

This chapter is about providing a proper standard of service, which takes into
account the individual needs and circumstances of each client. This includes
providing clients with the information they need to make informed decisions
about the services they need, how these will be delivered and how much they will
cost. This will enable you and your client to understand each other's
expectations and responsibilities. This chapter is also about ensuring that if
clients are not happy with the service they have received they know how to make
a complaint and that all complaints are dealt with promptly and fairly.

Your relationship with your client is a contractual one which carries with it
legal, as well as conduct, obligations. This chapter focuses on your obligations
in conduct.

You are generally free to decide whether or not to accept instructions in any
matter, provided you do not discriminate unlawfully (see Chapter 2).

The outcomes in this chapter show how the Principles apply in the context of
client care.

OUTCOMES

You must achieve these outcomes:

O(1.1)

you treat your clients fairly;

O(1.2)

you provide services to your clients in a manner which protects their interests
in their matter, subject to the proper administration of justice;

O(1.3)

when deciding whether to act, or terminate your instructions, you comply with
the law and the Code;

O(1.4)

you have the resources, skills and procedures to carry out your clients'
instructions;

O(1.5)

the service you provide to clients is competent, delivered in a timely manner
and takes account of your clients' needs and circumstances;

O(1.6)

you only enter into fee agreements with your clients that are legal, and which
you consider are suitable for the client's needs and take account of the
client's best interests;

O(1.7)

you inform clients whether and how the services you provide are regulated and
how this affects the protections available to the client;

O(1.8)

clients have the benefit of your compulsory professional indemnity insurance and
you do not exclude or attempt to exclude liability below the minimum level of
cover required by the SRA Indemnity Insurance Rules;

O(1.9)

clients are informed in writing at the outset of their matter of their right to
complain and how complaints can be made;

O(1.10)

clients are informed in writing, both at the time of engagement and at the
conclusion of your complaints procedure, of their right to complain to the Legal
Ombudsman, the time frame for doing so and full details of how to contact the
Legal Ombudsman;

O(1.11)

clients'  complaints are dealt with promptly, fairly, openly and effectively;

O(1.12)

clients are in a position to make informed decisions about the services they
need, how their matter will be handled and the options available to them;

O(1.13)

clients receive the best possible information, both at the time of engagement
and when appropriate as their matter progresses, about the likely overall cost
of their matter;

O(1.14)

clients are informed of their right to challenge or complain about your bill and
the circumstances in which they may be liable to pay interest on an unpaid bill;

O(1.15)

you properly account to clients for any financial benefit you receive as a
result of your instructions;

O(1.16)

you inform current clients if you discover any act or omission which could give
rise to a claim by them against you.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

DEALING WITH THE CLIENT'S MATTER

IB(1.1)

agreeing an appropriate level of service with your client, for example the type
and frequency of communications;

IB(1.2)

explaining your responsibilities and those of the client;

IB(1.3)

ensuring that the client is told, in writing, the name and status of the
person(s) dealing with the matter and the name and status of the person
responsible for its overall supervision;

IB(1.4)

explaining any arrangements, such as fee sharing or referral arrangements, which
are relevant to the client's instructions;

IB(1.5)

explaining any limitations or conditions on what you can do for the client, for
example, because of the way the client's matter is funded;

IB(1.6)

in taking instructions and during the course of the retainer, having proper
regard to your client's mental capacity or other vulnerability, such as
incapacity or duress;

IB(1.7)

considering whether you should decline to act or cease to act because you cannot
act in the client's best interests;

IB(1.8)

if you seek to limit your liability to your client to a level above the minimum
required by the SRA Indemnity Insurance Rules, ensuring that this limitation is
in writing and is brought to the client's attention;

IB(1.9)

refusing to act where your client proposes to make a gift of significant value
to you or a member of your family, or a member of your firm or their family,
unless the client takes independent legal advice;

IB(1.10)

if you have to cease acting for a client, explaining to the client their
possible options for pursuing their matter;

IB(1.11)

you inform clients if they are not entitled to the protections of the SRA
Compensation Fund;

IB(1.12)

considering whether a conflict of interests has arisen or whether the client
should be advised to obtain independent advice where the client notifies you of
their intention to make a claim or if you discover an act or omission which
might give rise to a claim;

FEE ARRANGEMENTS WITH YOUR CLIENT

IB(1.13)

discussing whether the potential outcomes of the client's matter are likely to
justify the expense or risk involved, including any risk of having to pay
someone else's legal fees;

IB(1.14)

clearly explaining your fees and if and when they are likely to change;

IB(1.15)

warning about any other payments for which the client may be responsible;

IB(1.16)

discussing how the client will pay, including whether public funding may be
available, whether the client has insurance that might cover the fees, and
whether the fees may be paid by someone else such as a trade union;

IB(1.17)

where you are acting for a client under a fee arrangement governed by statute,
such as a conditional fee agreement, giving the client all relevant information
relating to that arrangement;

IB(1.18)

where you are acting for a publicly funded client, explaining how their publicly
funded status affects the costs;

IB(1.19)

providing the information in a clear and accessible form which is appropriate to
the needs and circumstances of the client;

IB(1.20)

where you receive a financial benefit as a result of acting for a client,
either:

(a)

paying it to the client;

(b)

offsetting it against your fees; or

(c)

keeping it only where you can justify keeping it, you have told the client the
amount of the benefit (or an approximation if you do not know the exact amount)
and the client has agreed that you can keep it;

IB(1.21)

ensuring that disbursements included in your bill reflect the actual amount
spent or to be spent on behalf of the client;

COMPLAINTS HANDLING

IB(1.22)

having a written complaints procedure which:

(a)

is brought to clients' attention at the outset of the matter;

(b)

is easy for clients to use and understand, allowing for complaints to be made by
any reasonable means;

(c)

is responsive to the needs of individual clients, especially those who are
vulnerable;

(d)

enables complaints to be dealt with promptly and fairly, with decisions based on
a sufficient investigation of the circumstances;

(e)

provides for appropriate remedies; and

(f)

does not involve any charges to clients for handling their complaints;

IB(1.23)

providing the client with a copy of the firm's complaints procedure on request;

IB(1.24)

in the event that a client makes a complaint, providing them with all necessary
information concerning the handling of the complaint.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

ACCEPTING AND REFUSING INSTRUCTIONS

IB(1.25)

acting for a client when instructions are given by someone else, or by only one
client when you act jointly for others unless you are satisfied that the person
providing the instructions has the authority to do so on behalf of all of the
clients;

IB(1.26)

ceasing to act for a client without good reason and without providing reasonable
notice;

IB(1.27)

entering into unlawful fee arrangements such as an unlawful contingency fee;

IB(1.28)

acting for a client when there are reasonable grounds for believing that the
instructions are affected by duress or undue influence without satisfying
yourself that they represent the client's wishes.

IN-HOUSE PRACTICE

Outcomes 1.1 to 1.5, 1.7, 1.15 and 1.16 apply to your in-house practice.

Outcomes 1.6 and 1.9 to 1.14 apply to your in-house practice where you act for
someone other than your employer unless it is clear that the outcome is not
relevant to your particular circumstances.

IHP(1.1)

Instead of Outcome 1.8 you comply with the SRA Practice Framework Rules in
relation to professional indemnity insurance.

Notes

(i)

The information you give to clients will vary according to the needs and
circumstances of the individual client and the type of work you are doing for
them, for example an individual instructing you on a conveyancing matter is
unlikely to need the same information as a sophisticated commercial client who
instructs you on a regular basis.

(ii)

Information about the Legal Ombudsman, including the scheme rules, contact
details and time limits, can be found at www.legalombudsman.org.uk.

CHAPTER 2: EQUALITY AND DIVERSITY

This chapter is about encouraging equality of opportunity and respect for
diversity, and preventing unlawful discrimination, in your relationship with
your clients and others. The requirements apply in relation to age, disability,
gender reassignment, marriage and civil partnership, pregnancy and maternity,
race, religion or belief, sex and sexual orientation.

Everyone needs to contribute to compliance with these requirements, for example
by treating each other, and clients, fairly and with respect, by embedding such
values in the workplace and by challenging inappropriate behaviour and
processes. Your role in embedding these values will vary depending on your role.

As a matter of general law you must comply with requirements set out in
legislation - including the Equality Act 2010 - as well as the conduct duties
contained in this chapter.

The outcomes in this chapter show how the Principles apply in the context of
equality and diversity.

OUTCOMES

You must achieve these outcomes:

O(2.1)

you do not discriminate unlawfully, or victimise or harass anyone, in the course
of your professional dealings;

O(2.2)

you provide services to clients in a way that respects diversity;

O(2.3)

you make reasonable adjustments to ensure that disabled clients, employees or
managers are not placed at a substantial disadvantage compared to those who are
not disabled, and you do not pass on the costs of these adjustments to these
disabled clients, employees or managers;

O(2.4)

your approach to recruitment and employment encourages equality of opportunity
and respect for diversity;

O(2.5)

complaints of discrimination are dealt with promptly, fairly, openly, and
effectively;

O(2.6)

you have appropriate arrangements in place to ensure that you monitor, report
and, where appropriate, publish workforce diversity data.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(2.1)

having a written equality and diversity policy (which may be contained within
one or more documents, including one or more policy documents, as appropriate)
which is appropriate to the size and nature of the firm and includes the
following features:

(a)

a commitment to the principles of equality and diversity and legislative
requirements;

(b)

a requirement that all employees and managers comply with the outcomes;

(c)

provisions to encompass your recruitment and interview processes;

(d)

details of how the firm will implement, monitor, evaluate and update the policy;

(e)

details of how the firm will ensure equality in relation to the treatment of
employees, managers, clients and third parties instructed in connection with
client matters;

(f)

details of how complaints and disciplinary issues are to be dealt with;

(g)

details of the firm's arrangements for workforce diversity monitoring; and

(h)

details of how the firm will communicate the policy to employees, managers and
clients;

IB(2.2)

providing employees and managers with training and information about complying
with equality and diversity requirements;

IB(2.3)

monitoring and responding to issues identified by your policy and reviewing and
updating your policy.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(2.4)

being subject to any decision of a court or tribunal of the UK , that you have
committed, or are to be treated as having committed, an unlawful act of
discrimination;

IB(2.5)

discriminating unlawfully when accepting or refusing instructions to act for a
client.

IN-HOUSE PRACTICE

Outcomes 2.1 and 2.2 apply to all in-house practice.

Instead of outcomes 2.3 to 2.5 you must achieve the following outcome:

IHP(2.1)

if you have management responsibilities you take all reasonable steps to
encourage equality of opportunity and respect for diversity in your workplace.

Notes

(i)

The obligations in this chapter closely mirror your legal obligations. You can
obtain further information from the Equality and Human Rights Commission,
www.equalityhumanrights.com.

(ii)

See also Chapter 1 (Client care) for the handling of client complaints.

(iii)

See also Chapter 7 (Management of your business) for your obligation to have in
place appropriate systems and controls for complying with the outcomes in this
chapter.

(iv)

For more information on collecting, reporting and publishing diversity data,
including compliance with data protection legislation, please see guidance.

CHAPTER 3: CONFLICTS OF INTERESTS

This chapter deals with the proper handling of conflicts of interests, which is
a critical public protection. It is important to have in place systems that
enable you to identify and deal with potential conflicts.

Conflicts of interests can arise between:

 1. you and current clients ("own interest conflict"); and
 2. two or more current clients ("client conflict").

You can never act where there is a conflict, or a significant risk of conflict,
between you and your client.

If there is a conflict, or a significant risk of a conflict, between two or more
current clients, you must not act for all or both of them unless the matter
falls within the scope of the limited exceptions set out at Outcomes 3.6 or 3.7.
In deciding whether to act in these limited circumstances, the overriding
consideration will be the best interests of each of the clients concerned and,
in particular, whether the benefits to the clients of you acting for all or both
of the clients outweigh the risks.

You should also bear in mind that conflicts of interests may affect your duties
of confidentiality and disclosure which are dealt with in Chapter 4.

The outcomes in this chapter show how the Principles apply in the context of
conflicts of interests.

OUTCOMES

You must achieve these outcomes:

SYSTEMS

O(3.1)

you have effective systems and controls in place to enable you to identify and
assess potential conflicts of interests;

O(3.2)

your systems and controls for identifying own interest conflicts are appropriate
to the size and complexity of the firm and the nature of the work undertaken,
and enable you to assess all the relevant circumstances, including whether your
ability as an individual, or that of anyone within your firm, to act in the best
interests of the client(s), is impaired by:

(a)

any financial interest;

(b)

a personal relationship;

(c)

the appointment of you, or a member of your firm or family, to public office;

(d)

commercial relationships; or

(e)

your employment;

O(3.3)

your systems and controls for identifying client conflicts are appropriate to
the size and complexity of the firm and the nature of the work undertaken, and
enable you to assess all relevant circumstances, including whether:

(a)

the clients' interests are different;

(b)

your ability to give independent advice to the clients may be fettered;

(c)

there is a need to negotiate between the clients;

(d)

there is an imbalance in bargaining power between the clients; or

(e)

any client is vulnerable;

PROHIBITION ON ACTING IN CONFLICT SITUATIONS

O(3.4)

you do not act if there is an own interest conflict or a significant risk of an
own interest conflict;

O(3.5)

you do not act if there is a client conflict, or a significant risk of a client
conflict, unless the circumstances set out in Outcomes 3.6 or 3.7 apply;

EXCEPTIONS WHERE YOU MAY ACT, WITH APPROPRIATE SAFEGUARDS, WHERE THERE IS A
CLIENT CONFLICT

O(3.6)

where there is a client conflict and the clients have a substantially common
interest in relation to a matter or a particular aspect of it, you only act if:

(a)

you have explained the relevant issues and risks to the clients and you have a
reasonable belief that they understand those issues and risks;

(b)

all the clients have given informed consent in writing to you acting;

(c)

you are satisfied that it is reasonable for you to act for all the clients and
that it is in their best interests; and

(d)

you are satisfied that the benefits to the clients of you doing so outweigh the
risks;

O(3.7)

where there is a client conflict and the clients are competing for the same
objective, you only act if:

(a)

you have explained the relevant issues and risks to the clients and you have a
reasonable belief that they understand those issues and risks;

(b)

the clients have confirmed in writing that they want you to act, in the
knowledge that you act, or may act, for one or more other clients who are
competing for the same objective;

(c)

there is no other client conflict in relation to that matter;

(d)

unless the clients specifically agree, no individual acts for, or is responsible
for the supervision of work done for, more than one of the clients in that
matter; and

(e)

you are satisfied that it is reasonable for you to act for all the clients and
that the benefits to the clients of you doing so outweigh the risks.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(3.1)

training employees and managers to identify and assess potential conflicts of
interests;

IB(3.2)

declining to act for clients whose interests are in direct conflict, for example
claimant and defendant in litigation;

IB(3.3)

declining to act for clients where you may need to negotiate on matters of
substance on their behalf, for example negotiating on price between a buyer and
seller of a property;

IB(3.4)

declining to act where there is unequal bargaining power between the clients,
for example acting for a seller and buyer where a builder is selling to a
non-commercial client;

IB(3.5)

declining to act for clients under Outcome 3.6 (substantially common interest)
or Outcome 3.7 (competing for the same objective) where the clients cannot be
represented even-handedly, or will be prejudiced by lack of separate
representation;

IB(3.6)

acting for clients under Outcome 3.7 (competing for the same objective) only
where the clients are sophisticated users of legal services;

IB(3.7)

acting for clients who are the lender and borrower on the grant of a mortgage of
land only where:

(a)

the mortgage is a standard mortgage (i.e. one provided in the normal course of
the lender's activities, where a significant part of the lender's activities
consists of lending and the mortgage is on standard terms) of property to be
used as the borrower's private residence;

(b)

you are satisfied that it is reasonable and in the clients' best interests for
you to act; and

(c)

the certificate of title required by the lender is in the form approved by the
Society and the Council of Mortgage Lenders.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(3.8)

in a personal capacity, selling to or buying from, lending to or borrowing from
a client, unless the client has obtained independent legal advice;

IB(3.9)

advising a client to invest in a business, in which you have an interest which
affects your ability to provide impartial advice;

IB(3.10)

where you hold a power of attorney for a client, using that power to gain a
benefit for yourself which in your professional capacity you would not have been
prepared to allow to a third party;

IB(3.11)

acting for two or more clients in a conflict of interests under Outcome 3.6
(substantially common interest) where the clients' interests in the end result
are not the same, for example one partner buying out the interest of the other
partner in their joint business or a seller transferring a property to a buyer;

IB(3.12)

acting for two or more clients in a conflict of interests under Outcome 3.6
(substantially common interest) where it is unreasonable to act because there is
unequal bargaining power;

IB(3.13)

acting for two buyers where there is a conflict of interests under Outcome 3.7
(competing for the same objective), for example where two buyers are competing
for a residential property;

IB(3.14)

acting for a buyer (including a lessee) and seller (including a lessor) in a
transaction relating to the transfer of land for value, the grant or assignment
of a lease or some other interest in land for value.

IN-HOUSE PRACTICE

Outcomes 3.4 to 3.7 apply to your in-house practice.

Outcomes 3.1 to 3.3 apply if you have management responsibilities.

CHAPTER 4: CONFIDENTIALITY AND DISCLOSURE

This chapter is about the protection of clients' confidential information and
the disclosure of material information to clients.

Protection of confidential information is a fundamental feature of your
relationship with clients. It exists as a concept both as a matter of law and as
a matter of conduct. This duty continues despite the end of the retainer and
even after the death of the client.

It is important to distinguish the conduct duties from the concept of law known
as legal professional privilege.

Bear in mind that all members of the firm or in-house practice, including
support staff, consultants and locums, owe a duty of confidentiality to your
clients.

The duty of confidentiality to all clients must be reconciled with the duty of
disclosure to clients. This duty of disclosure is limited to information of
which you are aware which is material to your client's matter. Where you cannot
reconcile these two duties, then the protection of confidential information is
paramount. You should not continue to act for a client for whom you cannot
disclose material information, except in very limited circumstances, where
safeguards are in place. Such situations often also give rise to a conflict of
interests which is discussed in Chapter 3.

The outcomes in this chapter show how the Principles apply in the context of
confidentiality and disclosure.

OUTCOMES

You must achieve these outcomes:

O(4.1)

you keep the affairs of clients confidential unless disclosure is required or
permitted by law or the client consents;

O(4.2)

any individual who is advising a client makes that client aware of all
information material to that retainer of which the individual has personal
knowledge;

O(4.3)

you ensure that where your duty of confidentiality to one client comes into
conflict with your duty of disclosure to another client, your duty of
confidentiality takes precedence;

O(4.4)

you do not act for A in a matter where A has an interest adverse to B, and B is
a client for whom you hold confidential information which is material to A in
that matter, unless the confidential information can be protected by the use of
safeguards, and:

(a)

you reasonably believe that A is aware of, and understands, the relevant issues
and gives informed consent;

(b)

either:

(i)

B gives informed consent and you agree with B the safeguards to protect B's
information; or

(ii)

where this is not possible, you put in place effective safeguards including
information barriers which comply with the common law; and

(c)

it is reasonable in all the circumstances to act for A with such safeguards in
place;

O(4.5)

you have effective systems and controls in place to enable you to identify risks
to client confidentiality and to mitigate those risks.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(4.1)

your systems and controls for identifying risks to client confidentiality are
appropriate to the size and complexity of the firm or in-house practice and the
nature of the work undertaken, and enable you to assess all the relevant
circumstances;

IB(4.2)

you comply with the law in respect of your fiduciary duties in relation to
confidentiality and disclosure;

IB(4.3)

you only outsource services when you are satisfied that the provider has taken
all appropriate steps to ensure that your clients' confidential information will
be protected;

IB(4.4)

where you are an individual who has responsibility for acting for a client or
supervising a client's matter, you disclose to the client all information
material to the client's matter of which you are personally aware, except when:

(a)

the client gives specific informed consent to non-disclosure or a different
standard of disclosure arises;

(b)

there is evidence that serious physical or mental injury will be caused to a
person(s) if the information is disclosed to the client;

(c)

legal restrictions effectively prohibit you from passing the information to the
client, such as the provisions in the money-laundering and anti-terrorism
legislation;

(d)

it is obvious that privileged documents have been mistakenly disclosed to you;

(e)

you come into possession of information relating to state security or
intelligence matters to which the Official Secrets Act 1989 applies;

IB(4.5)

not acting for A where B is a client for whom you hold confidential information
which is material to A unless the confidential information can be protected.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(4.6)

disclosing the content of a will on the death of a client unless consent has
been provided by the personal representatives for the content to be released;

IB(4.7)

disclosing details of bills sent to clients to third parties, such as debt
factoring companies in relation to the collection of book debts, unless the
client has consented.

IN-HOUSE PRACTICE

The outcomes listed above apply to your in-house practice.

Notes

(i)

The protection of confidential information may be at particular risk where:

(a)

two or more firms merge;

(b)

when you leave one firm and join another, such as if you join a firm acting
against one of your former clients.

(ii)

The following circumstances may make it difficult to implement effective
safeguards and information barriers:

(a)

you are a small firm;

(b)

the physical structure or layout of the firm means that it will be difficult to
preserve confidentiality; or

(c)

the clients are not sophisticated users of legal services.

CHAPTER 5: YOUR CLIENT AND THE COURT

This chapter is about your duties to your client and to the court if you are
exercising a right to conduct litigation or acting as an advocate. The outcomes
apply to both litigation and advocacy but there are some indicative behaviours
which may be relevant only when you are acting as an advocate.

The outcomes in this chapter show how the Principles apply in the context of
your client and the court.

OUTCOMES

You must achieve these outcomes:

O(5.1)

you do not attempt to deceive or knowingly or recklessly mislead the court;

O(5.2)

you are not complicit in another person deceiving or misleading the court;

O(5.3)

you comply with court orders which place obligations on you;

O(5.4)

you do not place yourself in contempt of court;

O(5.5)

where relevant, clients are informed of the circumstances in which your duties
to the court outweigh your obligations to your client;

O(5.6)

you comply with your duties to the court;

O(5.7)

you ensure that evidence relating to sensitive issues is not misused;

O(5.8)

you do not make or offer to make payments to witnesses dependent upon their
evidence or the outcome of the case.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(5.1)

advising your clients to comply with court orders made against them, and
advising them of the consequences of failing to comply;

IB(5.2)

drawing the court's attention to relevant cases and statutory provisions, and
any material procedural irregularity;

IB(5.3)

ensuring child witness evidence is kept securely and not released to clients or
third parties;

IB(5.4)

immediately informing the court, with your client's consent, if during the
course of proceedings you become aware that you have inadvertently misled the
court, or ceasing to act if the client does not consent to you informing the
court;

IB(5.5)

refusing to continue acting for a client if you become aware they have committed
perjury or misled the court, or attempted to mislead the court, in any material
matter unless the client agrees to disclose the truth to the court;

IB(5.6)

not appearing as an advocate, or acting in litigation, if it is clear that you,
or anyone within your firm, will be called as a witness in the matter unless you
are satisfied that this will not prejudice your independence as an advocate, or
litigator, or the interests of your clients or the interests of justice.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(5.7)

constructing facts supporting your client's case or drafting any documents
relating to any proceedings containing:

(a)

any contention which you do not consider to be properly arguable; or

(b)

any allegation of fraud, unless you are instructed to do so and you have
material which you reasonably believe shows, on the face of it, a case of fraud;

IB(5.8)

suggesting that any person is guilty of a crime, fraud or misconduct unless such
allegations:

(a)

go to a matter in issue which is material to your own client's case; and

(b)

appear to you to be supported by reasonable grounds;

IB(5.9)

calling a witness whose evidence you know is untrue;

IB(5.10)

attempting to influence a witness, when taking a statement from that witness,
with regard to the contents of their statement;

IB(5.11)

tampering with evidence or seeking to persuade a witness to change their
evidence;

IB(5.12)

when acting as an advocate, naming in open court any third party whose character
would thereby be called into question, unless it is necessary for the proper
conduct of the case;

IB(5.13)

when acting as an advocate, calling into question the character of a witness you
have cross-examined unless the witness has had the opportunity to answer the
allegations during cross-examination.

IN-HOUSE PRACTICE

The outcomes in this chapter apply to your in-house practice.

Notes

(i)

If you are a litigator or an advocate there may be occasions when your
obligation to act in the best interests of a client may conflict with your duty
to the court. In such situations you may need to consider whether the public
interest is best served by the proper administration of justice and should take
precedence over the interests of your client.

CHAPTER 6: YOUR CLIENT AND INTRODUCTIONS TO THIRD PARTIES

There may be circumstances in which you wish to refer your clients to third
parties, perhaps to another lawyer or a financial services provider. This
chapter describes the conduct duties which arise in respect of such
introductions. It is important that you retain your independence when
recommending third parties to your client and that you act in the client's best
interests.

The outcomes in this chapter show how the Principles apply in the context of
your client and introductions to third parties.

OUTCOMES

You must achieve these outcomes:

O(6.1)

whenever you recommend that a client uses a particular person or business, your
recommendation is in the best interests of the client and does not compromise
your independence;

O(6.2)

clients are fully informed of any financial or other interest which you have in
referring the client to another person or business;

O(6.3)

clients are in a position to make informed decisions about how to pursue their
matter;

O(6.4)

you are not paid a prohibited referral fee.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(6.1)

any arrangement you enter into in respect of regulated mortgage contracts,
regulated credit agreements, general insurance contracts (including after the
event insurance) or pure protection contracts, provides that referrals will only
be made where this is in the best interests of the particular client and the
contract or agreement is suitable for the needs of that client;

IB(6.2)

any referral to a third party that can only offer products from one source is
made only after the client has been informed of this limitation;

IB(6.3)

having effective systems in place for assessing whether any arrangement complies
with the statutory and regulatory requirements;

IB(6.4)

retaining records and management information to enable you to demonstrate that
any payments you receive are not prohibited referral fees.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(6.5)

entering into any arrangement which restricts your freedom to recommend any
particular business, except in respect of regulated mortgage contracts, general
insurance contracts or pure protection contracts;

IB(6.6)

being an appointed representative.

IN-HOUSE PRACTICE

The outcomes in this chapter apply to your in-house practice.

Notes

(i)

See Outcome 1.15, in relation to financial benefits that you may receive in
respect of introductions to third parties.

(ii)

If the introduction is in connection with the provision of financial services,
and your firm is not authorised by the Financial Conduct Authority, you will
need to comply with the SRA Financial Services (Scope) Rules 2001 and the SRA
Financial Services (Conduct of Business) Rules 2001. Where an introduction is
not a regulated activity because you can rely on an exclusion in the Regulated
Activities Order, you will need nevertheless to consider Outcome 1.15.

(iii)

This chapter should be read in conjunction with Chapter 12 (Separate
businesses).

2ND SECTION: YOU AND YOUR BUSINESS

CHAPTER 7: MANAGEMENT OF YOUR BUSINESS

This chapter is about the management and supervision of your firm or in-house
practice.

Everyone has a role to play in the efficient running of a business, although of
course that role will depend on the individual's position within the
organisation. However, overarching responsibility for the management of the
business in the broadest sense rests with the manager(s). The manager(s) should
determine what arrangements are appropriate to meet the outcomes. Factors to be
taken into account will include the size and complexity of the business; the
number, experience and qualifications of the employees; the number of offices;
and the nature of the work undertaken.

Where you are using a third party to provide services that you could provide,
(often described as "outsourcing"), this chapter sets out the outcomes you need
to achieve.

The outcomes in this chapter show how the Principles apply in the context of the
management of your business.

OUTCOMES

You must achieve these outcomes:

O(7.1)

you have a clear and effective governance structure and reporting lines;

O(7.2)

you have effective systems and controls in place to achieve and comply with all
the Principles, rules and outcomes and other requirements of the Handbook, where
applicable;

O(7.3)

you identify, monitor and manage risks to compliance with all the Principles,
rules and outcomes and other requirements of the Handbook, if applicable to you,
and take steps to address issues identified;

O(7.4)

you maintain systems and controls for monitoring the financial stability of your
firm and risks to money and assets entrusted to you by clients and others, and
you take steps to address issues identified;

O(7.5)

you comply with legislation applicable to your business, including anti-money
laundering and data protection legislation;

O(7.6)

you train individuals working in the firm to maintain a level of competence
appropriate to their work and level of responsibility;

O(7.7)

you comply with the statutory requirements for the direction and supervision of
reserved legal activities and immigration work;

O(7.8)

you have a system for supervising clients' matters, to include the regular
checking of the quality of work by suitably competent and experienced people;

O(7.9)

you do not outsource reserved legal activities to a person who is not authorised
to conduct such activities;

O(7.10)

subject to Outcome 7.9, where you outsource legal activities or any operational
functions that are critical to the delivery of any legal activities, you ensure
such outsourcing:

(a)

does not adversely affect your ability to comply with, or the SRA's ability to
monitor your compliance with, your obligations in the Handbook;

(b)

is subject to contractual arrangements that enable the SRA or its agent to
obtain information from, inspect the records (including electronic records) of,
or enter the premises of, the third party, in relation to the outsourced
activities or functions;

(c)

does not alter your obligations towards your clients; and

(d)

does not cause you to breach the conditions with which you must comply in order
to be authorised and to remain so;

O(7.11)

you identify, monitor and manage the compliance of your overseas practices with
the SRA Overseas Rules;

O(7.12)

you identify, monitor and manage all risks to your business which may arise from
your connected practices;

O(7.13)

you assess and purchase the level of professional indemnity insurance cover that
is appropriate for your current and past practice, taking into account potential
levels of claim by your clients and others and any alternative arrangements you
or your client may make.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(7.1)

safekeeping of documents and assets entrusted to the firm;

IB(7.2)

controlling budgets, expenditure and cash flow;

IB(7.3)

identifying and monitoring financial, operational and business continuity risks
including complaints, credit risks and exposure, claims under legislation
relating to matters such as data protection, IT failures and abuses, and damage
to offices;

IB(7.4)

making arrangements for the continuation of your firm in the event of absences
and emergencies, for example holiday or sick leave, with the minimum
interruption to clients' business;

IB(7.5)

you maintain systems and controls for managing the risks posed by any financial
inter-dependence which exists with your connected practices;

IB(7.6)

you take appropriate action to control the use of your brand by any body or
individual outside of England and Wales which is not an overseas practice.

IN-HOUSE PRACTICE

Outcomes 7.5 and 7.7 apply to your in-house practice.

Outcomes 7.1 to 7.3, and 7.6 and 7.8 to 7.10 apply to you if you have management
responsibilities.

Notes

(i)

All of the chapters in the Code will be relevant to the management of your
business, in particular those which require you to have systems and controls in
place.

(ii)

This chapter should also be read with the SRA Authorisation Rules, the SRA
Financial Services (Conduct of Business) Rules 2001 and the SRA Indemnity
Insurance Rules.

CHAPTER 8: PUBLICITY

This chapter is about the manner in which you publicise your firm or in-house
practice or any other businesses. The overriding concern is that publicity is
not misleading and is sufficiently informative to ensure that clients and others
can make informed choices.

In your publicity, you must comply with statutory requirements and have regard
to voluntary codes.

The outcomes in this chapter show how the Principles apply in the context of
publicity.

OUTCOMES

You must achieve these outcomes:

O(8.1)

your publicity in relation to your firm or in-house practice or for any other
business is accurate and not misleading, and is not likely to diminish the trust
the public places in you and in the provision of legal services;

O(8.2)

your publicity relating to charges is clearly expressed and identifies whether
VAT and disbursements are included;

O(8.3)

you do not make unsolicited approaches in person or by telephone to members of
the public in order to publicise your firm or in-house practice or another
business;

O(8.4)

clients and the public have appropriate information about you, your firm and how
you are regulated;

O(8.5)

your letterhead, website and e-mails show the words "authorised and regulated by
the Solicitors Regulation Authority" and either the firm's registered name and
number if it is an LLP or company or, if the firm is a partnership or a
recognised sole practice, the name under which it is licensed/authorised by the
SRA and the number allocated to it by the SRA.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(8.1)

where you conduct other regulated activities your publicity discloses the manner
in which you are regulated in relation to those activities;

IB(8.2)

where your firm is an MDP, any publicity in relation to that practice makes
clear which services are regulated legal services and which are not;

IB(8.3)

any publicity intended for a jurisdiction outside England and Wales complies
with the Principles, voluntary codes and the rules in force in that jurisdiction
concerning publicity;

IB(8.4)

where you and another business jointly market services, the nature of the
services provided by each business is clear.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(8.5)

approaching people in the street, at ports of entry, in hospital or at the scene
of an accident; including approaching people to conduct a survey which involves
collecting contact details of potential clients, or otherwise promotes your firm
or in-house practice;

IB(8.6)

allowing any other person to conduct publicity for your firm or in-house
practice in a way that would breach the Principles;

IB(8.7)

advertising an estimated fee which is pitched at an unrealistically low level;

IB(8.8)

describing overheads of your firm (such a normal postage, telephone calls and
charges arising in respect of client due diligence under the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations
2017) as disbursements in your advertisements;

IB(8.9)

advertising an estimated or fixed fee without making it clear that additional
charges may be payable, if that is the case;

IB(8.10)

using a name or description of your firm or in-house practice that includes the
word "solicitor(s)" if none of the managers are solicitors;

IB(8.11)

advertising your firm or in-house practice in a way that suggests that services
provided by another business are provided by your firm or in-house practice;

IB(8.12)

producing misleading information concerning the professional status of any
manager or employee of your firm or in-house practice.

IN-HOUSE PRACTICE

Outcomes 8.1 to 8.4 apply to your in-house practice unless it is clear from the
context that the outcome is not relevant in your particular circumstances.

Notes

(i)

This chapter should be read in conjunction with Chapters 1 and 9.

CHAPTER 9: FEE SHARING AND REFERRALS

This chapter is about protecting clients' interests where you have arrangements
with third parties who introduce business to you and/or with whom you share your
fees. The relationship between clients and firms should be built on trust, and
any such arrangement should not jeopardise that trust by, for example,
compromising your independence or professional judgement.

The outcomes in this chapter show how the Principles apply in the context of fee
sharing and referrals.

OUTCOMES

You must achieve these outcomes:

O(9.1)

your independence and your professional judgement are not prejudiced by virtue
of any arrangement with another person;

O(9.2)

your clients' interests are protected regardless of the interests of an
introducer or fee sharer or your interest in receiving referrals;

O(9.3)

clients are in a position to make informed decisions about how to pursue their
matter;

O(9.4)

clients are informed of any financial or other interest which an introducer has
in referring the client to you;

O(9.5)

clients are informed of any fee sharing arrangement that is relevant to their
matter;

O(9.6)

you do not make payments to an introducer in respect of clients who are the
subject of criminal proceedings or who have the benefit of public funding;

O(9.7)

where you enter into a financial arrangement with an introducer you ensure that
the agreement is in writing;

O(9.8)

you do not pay a prohibited referral fee.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(9.1)

only entering into arrangements with reputable third parties and monitoring the
outcome of those arrangements to ensure that clients are treated fairly;

IB(9.2)

in any case where a client has entered into, or is proposing to enter into, an
arrangement with an introducer in connection with their matter, which is not in
their best interests, advising the client that this is the case;

IB(9.3)

terminating any arrangement with an introducer or fee sharer which is causing
you to breach the Principles or any requirements of the Code;

IB(9.4)

being satisfied that any client referred by an introducer has not been acquired
as a result of marketing or other activities which, if done by a person
regulated by the SRA, would be contrary to the Principles or any requirements of
the Code;

IB(9.5)

drawing the client's attention to any payments you make, or other consideration
you provide, in connection with any referral;

IB(9.6)

where information needs to be given to a client, ensuring the information is
clear and in writing or in a form appropriate to the client's needs;

IB(9.7)

having effective systems in place for assessing whether any arrangement complies
with statutory and regulatory requirements;

IB(9.8)

ensuring that any payments you make for services, such as marketing, do not
amount to the payment of prohibited referral fees;

IB(9.9)

retaining records and management information to enable you to demonstrate that
any payments you make are not prohibited referral fees.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(9.10)

entering into any type of business relationship with a third party, such as an
unauthorised partnership, which places you in breach of the SRA Authorisation
Rules or any other regulatory requirements in the Handbook;

IB(9.11)

allowing an introducer or fee sharer to influence the advice you give to
clients;

IB(9.12)

accepting referrals where you have reason to believe that clients have been
pressurised or misled into instructing you.

IN-HOUSE PRACTICE

Outcomes 9.1 to 9.3 apply to your in-house practice.

Outcomes 9.4 to 9.8 apply unless it is clear from the context that the outcome
is not relevant to your particular circumstances.

Notes

(i)

This chapter should be read in conjunction with:

(a)

Chapter 1 (Client care)

(b)

Chapter 4 (Confidentiality and disclosure)

(c)

Chapter 8 (Publicity)

(d)

The SRA Authorisation Rules

(e)

The SRA European Cross-Border Practice Rules

3RD SECTION: YOU AND YOUR REGULATOR

CHAPTER 10: YOU AND YOUR REGULATOR

This chapter is about co-operation with your regulators and ombudsmen, primarily
the SRA and the Legal Ombudsman.

The information which we request from you will help us understand any risks to
clients, and the public interest more generally.

The outcomes in this chapter show how the Principles apply in the context of you
and your regulator.

OUTCOMES

You must achieve these outcomes:

O(10.1)

you ensure that you comply with all the reporting and notification requirements
in the Handbook that apply to you;

O(10.2)

you provide the SRA with information to enable the SRA to decide upon any
application you make, such as for a practising certificate, registration,
recognition or a licence and whether any conditions should apply;

O(10.3)

you notify the SRA promptly of any material changes to relevant information
about you including serious financial difficulty, action taken against you by
another regulator and serious failure to comply with or achieve the Principles,
rules, outcomes and other requirements of the Handbook;

O(10.4)

you report to the SRA promptly, serious misconduct by any person or firm
authorised by the SRA, or any employee, manager or owner of any such firm
(taking into account, where necessary, your duty of confidentiality to your
client);

O(10.5)

you ensure that the SRA is in a position to assess whether any persons requiring
prior approval are fit and proper at the point of approval and remain so;

O(10.6)

you co-operate fully with the SRA and the Legal Ombudsman at all times including
in relation to any investigation about a claim for redress against you;

O(10.7)

you do not attempt to prevent anyone from providing information to the SRA or
the Legal Ombudsman;

O(10.8)

you comply promptly with any written notice from the SRA;

O(10.9)

pursuant to a notice under Outcome 10.8, you:

(a)

produce for inspection by the SRA documents held by you, or held under your
control;

(b)

provide all information and explanations requested; and

(c)

comply with all requests from the SRA as to the form in which you produce any
documents you hold electronically, and for photocopies of any documents to take
away;

in connection with your practice or in connection with any trust of which you
are, or formerly were, a trustee;

O(10.10)

you provide any necessary permissions for information to be given, so as to
enable the SRA to:

(a)

prepare a report on any documents produced; and

(b)

seek verification from clients, staff and the banks, building societies or other
financial institutions used by you;

O(10.11)

when required by the SRA in relation to a matter specified by the SRA, you:

(a)

act promptly to investigate whether any person may have a claim for redress
against you;

(b)

provide the SRA with a report on the outcome of such an investigation,
identifying persons who may have such a claim;

(c)

notify persons that they may have a right of redress against you, providing them
with information as to the nature of the possible claim, about the
firm's complaints procedure and about the Legal Ombudsman; and

(d)

ensure, where you have identified a person who may have a claim for redress,
that the matter is dealt with under the firm's complaints procedure as if that
person had made a complaint;

O(10.12)

you do not attempt to abrogate to any third party your regulatory
responsibilities in the Handbook, including the role of Compliance Officer for
Legal Practice (COLP) or Compliance Officer for Finance and Administration
(COFA);

O(10.13)

once you are aware that your firm will cease to practise, you effect the orderly
and transparent wind-down of activities, including informing the SRA before the
firm closes.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(10.1)

actively monitoring your achievement of the outcomes in order to improve
standards and identify non-achievement of the outcomes;

IB(10.2)

actively monitoring your financial stability and viability in order to identify
and mitigate any risks to the public;

IB(10.3)

notifying the SRA promptly of any indicators of serious financial difficulty,
such as inability to pay your professional indemnity insurance premium, or rent
or salaries, or breach of bank covenants;

IB(10.4)

notifying the SRA promptly when you become aware that your business may not be
financially viable to continue trading as a going concern, for example because
of difficult trading conditions, poor cash flow, increasing overheads, loss of
managers or employees and/or loss of sources of revenue;

IB(10.5)

notifying the SRA of any serious issues identified as a result of monitoring
referred to in IB10.1 and IB10.2 above, and producing a plan for remedying
issues that have been identified;

IB(10.6)

responding appropriately to any serious issues identified concerning competence
and fitness and propriety of your employees, managers and owners;

IB(10.7)

reporting disciplinary action taken against you by another regulator;

IB(10.8)

informing the SRA promptly when you become aware of a significant change to your
firm, for example:

(a)

key personnel, such as a manager, COLP or COFA, joining or leaving the firm;

(b)

a merger with, or an acquisition by or of, another firm;

IB(10.9)

having appropriate arrangements for the orderly transfer of clients' property to
another authorised body if your firm closes;

IB(10.10)

having a "whistle-blowing" policy.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(10.11)

entering into an agreement which would attempt to preclude the SRA or the Legal
Ombudsman from investigating any actual or potential complaint or allegation of
professional misconduct;

IB(10.12)

unless you can properly allege malice, issuing defamation proceedings in respect
of a complaint to the SRA.

IN-HOUSE PRACTICE

The outcomes in this chapter apply to your in-house practice.

Notes

(i)

A notice under this chapter is deemed to be duly served:

(a)

on the date on which it is delivered to or left at your last notified practising
address;

(b)

on the date on which it is sent electronically to your e-mail or fax address; or

(c)

seven days after it has been sent by post or document exchange to your last
notified practising address.

(ii)

The outcomes in this chapter should be considered in conjunction with the
following:

(a)

Chapter 7 (Management of your business) - requirements for risk management
procedures; and

(b)

note (xv) to Rule 8 of the SRA Authorisation Rules.

4TH SECTION: YOU AND OTHERS

CHAPTER 11: RELATIONS WITH THIRD PARTIES

This chapter is about ensuring you do not take unfair advantage of those you
deal with and that you act in a manner which promotes the proper operation of
the legal system.

This includes your conduct in relation to undertakings; there is no obligation
to give or receive an undertaking on behalf of a client but, if you do, you must
ensure that you achieve the outcomes listed in this chapter.

The conduct requirements in this area extend beyond professional and business
matters. They apply in any circumstances in which you may use your professional
title to advance your personal interests.

The outcomes in this chapter show how the Principles apply in the context of
your relations with third parties.

OUTCOMES

You must achieve these outcomes:

O(11.1)

you do not take unfair advantage of third parties in either your professional or
personal capacity;

O(11.2)

you perform all undertakings given by you within an agreed timescale or within a
reasonable amount of time;

O(11.3)

where you act for a seller of land, you inform all buyers immediately of the
seller's intention to deal with more than one buyer;

O(11.4)

you properly administer oaths, affirmations or declarations where you are
authorised to do so.

INDICATIVE BEHAVIOURS

Acting in the following way(s) may tend to show that you have achieved these
outcomes and therefore complied with the Principles:

IB(11.1)

providing sufficient time and information to enable the costs in any matter to
be agreed;

IB(11.2)

returning documents or money sent subject to an express condition if you are
unable to comply with that condition;

IB(11.3)

returning documents or money on demand if they are sent on condition that they
are held to the sender's order;

IB(11.4)

ensuring that you do not communicate with another party when you are aware that
the other party has retained a lawyer in a matter, except:

(a)

to request the name and address of the other party's lawyer; or

(b)

the other party's lawyer consents to you communicating with the client; or

(c)

where there are exceptional circumstances;

IB(11.5)

maintaining an effective system which records when undertakings have been given
and when they have been discharged;

IB(11.6)

where an undertaking is given which is dependent upon the happening of a future
event and it becomes apparent the future event will not occur, notifying the
recipient of this.

Acting in the following way(s) may tend to show that you have not achieved these
outcomes and therefore not complied with the Principles:

IB(11.7)

taking unfair advantage of an opposing party's lack of legal knowledge where
they have not instructed a lawyer;

IB(11.8)

demanding anything for yourself or on behalf of your client, that is not legally
recoverable, such as when you are instructed to collect a simple debt, demanding
from the debtor the cost of the letter of claim since it cannot be said at that
stage that such a cost is legally recoverable;

IB(11.9)

using your professional status or qualification to take unfair advantage of
another person in order to advance your personal interests;

IB(11.10)

taking unfair advantage of a public office held by you, or a member of your
family, or a member of your firm or their family.

IN-HOUSE PRACTICE

The outcomes in this chapter apply to your in-house practice.

Notes

(i)

This chapter should be read in conjunction with Chapter 7 (Management of your
business) in relation to the system you will need to have in place to control
undertakings.

CHAPTER 12: SEPARATE BUSINESSES

This chapter deals with your obligations when you have links to a separate
business that is not authorised by the SRA or another approved regulator.

You can be a manager or employee of a separate business. However, you cannot
practise as a solicitor, REL or RFL in a separate business except as permitted
by Rule 4 (In-house practice) of the SRA Practice Framework Rules (see also
Rules 1-3).

Clients of a separate business will not have the same regulatory protections as
clients of an authorised body and it is important that this is clear to clients
of the separate business particularly where they are being referred from the
authorised body or cases are being divided with the authorised body.

OUTCOMES

You must achieve these outcomes:

O(12.1)

you ensure, and have safeguards in place to ensure, that clients are clear about
the extent to which the services that you and the separate business offer are
regulated;

O(12.2)

you do not represent, directly or indirectly, the separate business as being
regulated by the SRA or any of its services being regulated by the SRA;

O(12.3)

the separate business does not carry on:

(a)

reserved legal activities; or

(b)

immigration work unless that work is regulated by the Office of the Immigration
Services Commissioner;

O(12.4)

you only

(a)

refer, recommend or introduce a client to the separate business;

(b)

put your client and the separate business in touch with each other; or

(c)

divide, or allow to be divided, a client's matter between you and the separate
business,

where the client has given informed consent.

IN-HOUSE PRACTICE

The outcomes in this chapter apply to your in-house practice.

5TH SECTION: APPLICATION, WAIVERS AND INTERPRETATION

CHAPTER 13: APPLICATION AND WAIVERS PROVISIONS

The SRA Code of Conduct applies to you in the following circumstances (and "you"
must be construed accordingly):

APPLICATION OF THE SRA CODE OF CONDUCT IN ENGLAND AND WALES

13.1

Subject to paragraphs 13.2 and 13.7 to 13.11 below and any other provisions in
this Code, this Code applies to you, in relation to your activities carried out
from an office in England and Wales, if you are:

(a)

a solicitor, REL (subject to paragraph 13.12) or RFL, and you are practising as
such, whether or not the entity through which you practise is subject to this
Code;

(b)

a solicitor, REL or RFL who is:

(i)

a manager, employee or owner of a body which should be a recognised body, but
has not been recognised by the SRA;

(ii)

a manager, employee or owner of a body that is a manager or owner of a body that
should be a recognised body, but has not been recognised by the SRA;

(iii)

an employee in the practice of a sole practitioner which should be a recognised
sole practice, but has not been recognised by the SRA;

(iv)

an owner of an authorised body or a body which should be a recognised body but
has not been recognised by the SRA, even if you undertake no work for the body's
clients; or

(v)

a manager or employee of an authorised non-SRA firm, or a manager of a body
which is a manager of an authorised non-SRA firm, when doing work of a sort
authorised by the SRA, for that firm;

(c)

an authorised body, or a body which should be a recognised body but has not been
recognised by the SRA;

(d)

any other person who is a manager or employee of an authorised body, or of a
body which should be a recognised body but has not been recognised by the SRA;

(e)

any other person who is an employee in the practice of a sole practitioner whose
practice should be a recognised sole practice, but has not been recognised by
the SRA;

and "you" includes "your" as appropriate.

13.2

Chapters 10, 12, 13, 14 and 15 of the Code apply to you if you are a solicitor,
REL or RFL and you are:

(a)

practising as a manager or employee of an authorised non-SRA firm when doing
work of a sort authorised by the authorised non-SRA firm's approved regulator;
or

(b)

an owner of an authorised non-SRA firm even if you undertake no work for the
body's clients.

APPLICATION OF THE SRA CODE OF CONDUCT IN RELATION TO PRACTICE FROM AN OFFICE
OUTSIDE ENGLAND AND WALES

13.3

[Deleted]

13.4

[Deleted]

13.5

[Deleted]

13.6

[Deleted]

APPLICATION OF THE SRA CODE OF CONDUCT OUTSIDE PRACTICE

13.7

In relation to activities which fall outside practice, whether undertaken as a
lawyer or in some other business or private capacity, the following apply to you
if you are a solicitor, or REL:

(a)

Outcome 11.1; and

(b)

Outcome 11.2.

GENERAL PROVISIONS

13.8

The extent to which you are expected to implement the requirements of the Code
will depend on your role in the firm, or your way of practising. For example,
those who are managing the business will be expected to have more influence on
how the firm or business is run than those practising in-house but not managing
a legal department, or those practising as employees of a firm.

13.9

You must deliver all outcomes which are relevant to you and your situation.

13.10

Where in accordance with this chapter, the requirements of the Code apply to a
licensed body, this Code applies to the regulated activities carried on by the
body.

13.11

Where the licensed body is an MDP, the Code applies to the body, any solicitor,
REL or RFL who is a manager, employee or owner of the body and any other person
who is a manager or employee of the body as follows:

(a)

in relation to any regulated activities; and

(b)

in relation to any other non-reserved legal activities:

(i)

outcomes 1.7, 1.9 to 1.11 and 10.6 apply to the body; and

(ii)

outcomes 1.7, 1.9 to 1.11, chapters 4, 10, 11 and 13 to 15, apply to a
solicitor, REL or RFL who is a manager, employee or owner of the body.

13.12

This Code applies to an REL practising as a manager, employee, member or
interest holder, of an Exempt European Practice to the same extent that it
applies to In-house practice.

WAIVERS

In any particular case or cases the SRA Board shall have the power, in
exceptional circumstances, to waive in writing the provisions of these outcomes
for a particular purpose or purposes expressed in such waiver, to place
conditions on and to revoke such a waiver.

CHAPTER 13A: PRACTICE OVERSEAS

13A.1

If you are an individual or body practising overseas, the Code does not apply to
you, but you must comply with the SRA Overseas Rules.

13A.2

However, if the following circumstances apply then you must comply with the
provisions of the Code that are applicable to you as set out in 13A.3 to 13.A.6
below:

(d)

a body practising from an office outside England and Wales, only if you are
required to be an authorised body as a result of the nature of your practice and
you have been authorised by the SRA accordingly;

(e)

a manager of such a body; or

(f)

an individual engaged in temporary practice overseas.

(g)

a regulated individual practising overseas who is providing reserved legal
activities to clients in England and Wales on an occasional basis, in accordance
with rule 2(e)(i) of the SRA Overseas Rules.

13A.3

The following provisions of the Code apply:

(a)

chapter 3 (conflicts of interests);

(b)

chapter 4 (confidentiality and disclosure);

(c)

chapter 5 (your client and the court), to the extent that your practice relates
to litigation or advocacy conducted before a court, tribunal or enquiry in
England and Wales or a British court martial;

(d)

outcomes 6.1 to 6.3 (your client and introductions to third parties);

(e)

chapter 7 (management of your business);

(f)

outcomes 8.1 and 8.4 (publicity);

(g)

outcomes 9.1 to 9.7 (fee sharing and referrals),except where they conflict with
the SRA European Cross-Border Practice Rules, in which case the latter will
prevail;

(h)

chapter 10 (you and your regulator);

(i)

chapter 11 (relations with third parties), except that Outcome 11.3 only applies
if the land in question is situated in England and Wales; and

(j)

chapter 12 (separate businesses).

13A.4

In addition, you must meet the following outcomes:

O(13A.1)

you properly account to your clients for any financial benefit you receive as a
result of your instructions unless it is the prevailing custom of your local
jurisdiction to deal with financial benefits in a different way;

O(13A.2)

clients have the benefit of insurance or other indemnity in relation to
professional liabilities which takes account of:

(a)

the nature and extent of the risks you incur in your practice overseas;

(b)

the local conditions in the jurisdiction in which you are practising; and

(c)

the terms upon which insurance is available;

and you have not attempted to exclude liability below the minimum level required
for practice in the local jurisdiction;

O(13A.3)

you do not enter into unlawful contingency fee arrangements;

O(13A.4)

you do not discriminate unlawfully according to the jurisdiction in which you
are practising; and

O(13A.5)

publicity intended for a jurisdiction outside England and Wales must comply with
any applicable law or rules regarding lawyers' publicity in the jurisdiction in
which your office is based and the jurisdiction for which the publicity is
intended.

13A.5

you must be aware of the local laws and regulations governing your practice in
an overseas jurisdiction;

13A.6

if compliance with any outcome in the Code would result in your breaching local
laws or regulations you may disregard that outcome to the extent necessary to
comply with that local law or regulation.

CHAPTER 14: INTERPRETATION

14.1

The SRA Handbook Glossary 2012 shall apply and, unless the context otherwise
requires:

(a)

all italicised terms shall be defined; and

(b)

all terms shall be interpreted,

in accordance with the Glossary.

CHAPTER 15: TRANSITIONAL PROVISIONS

15.1

[Deleted]

15.2

[Deleted]

15.3

[Deleted]

15.4

[Deleted]

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