Basic Rules concerning Foreign Special Members Article 11-4; Certificate Form 9-2 (Revised Feb 1, 2020)※ Please note that if you use this Form (English) as a document certifying the matters to be pledged under the Basic Rules
concerning Foreign Special Members Article 11- 4, please make sure to also attach a Japanese translation with a translation
certificate. Submission of English form without the translation and translation certificate will not be accepted.

（For JFBA Use)

【Sample】New York, U.S.A

Date: **/**/20**
To: The President, The Japan Federation of Bar Associations
Name of Applicant/Reporting Gaikokuho-Jimu-Bengoshi: Mary Jones

CERTIFICATEIn relation to the foreign corporation, association or other entity (“Foreign Entity”) to which the abovementioned [applicant / reporting gaikokuho-jimu-bengoshi] belongs, the purpose of which is, or includes, theprovision of legal services, the undersigned hereby certifies as follows:
1.

Name of Foreign Entity (in original language using Roman alphabet and Katakana):
In original language orin Roman alphabets:
In Katakana:2.

E&F LLP

イーアンドエフエルエルピー(i) Jurisdiction in which the Foreign Entity is located:
New York, U.S.A(ii) Jurisdiction of qualification of [applicant / reporting gaikokuho-jimu-bengoshi]:
New York, U.S.A

3.

Equity interest and voting rights of non-lawyers in the Foreign Entity(1)

Outline of legal framework (Tick one of A to D below)

Under applicable law, bar association or law society rules or other rules or regulations of the jurisdiction inwhich the Foreign Entity is located (“Applicable Rules”), a corporation, association or other entity locatedin that jurisdiction whose purpose is, or includes, the provision of legal services (a “Law Firm”):☑

(A)

is not permitted to grant equity interest or voting rights to non-lawyers1.
The relevant Applicable Rules are:
New York Rules of Professional Conduct, Rule 5.4
Accordingly, no equity interest or voting rights are currently granted by the Foreign Entity tosuch non-lawyers.

→ Go to Section 41

Non-lawyers as defined in Article 11-2, Item 1 of the JFBA’s Basic Rules for Duties of Gaikokuho-jimu-bengoshi, i.e., those who are neither
bengoshi nor foreign lawyers. The same applies elsewhere in this Certificate.

1Basic Rules concerning Foreign Special Members Article 11-4; Certificate Form 9-2 (Revised Feb 1, 2020)(B)□is permitted (subject to obtaining the requisite licenses, permits, etc.2) to grant equity interest or
voting rights to non-lawyers who are not engaged in the services3 of the Law Firm.
The relevant Applicable Rules are:Furthermore, a Law Firm is permitted (subject to obtaining the requisite licenses, permits, etc.2)
to grant equity interest or voting rights to non-lawyers who are engaged in the services of theLaw Firm up to% .
The relevant Applicable Rules are:→ Go to Sub-section (2)(C)□is not permitted to grant equity interest or voting rights to non-lawyers who are not engaged in
the services of the Law Firm.
The relevant Applicable Rules are:However, a Law Firm is permitted (subject to obtaining the requisite licenses, permits, etc.2) togrant equity interest or voting rights to non-lawyers who are engaged in the services of the Law
Firm up to% .
The relevant Applicable Rules are:→ If the percentage is less than 50%, go to Section 4; if 50% or more, go to Sub-section (3)(D)□As described in attachment4→ Go to Sub-section (2) or (3) as applicable(2)234

5Equity interest or voting rights of non-lawyers who are not engaged in the services of theForeign Entity (Tick one of (B-1) to (B-4) below.)□(B-1)

No equity interest or voting rights are granted to non-lawyers who are not engaged in theservices of the Foreign Entity because it is not permissible under the Applicable Rules.

□(B-2) No equity interest or voting rights are granted to non-lawyers who are not engaged in the5services of the Foreign Entity because it is not permissible under theof the Foreign Entity.

□(B-3)

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Whist it is permissible under theof the Foreign Entity to grant equity
interest or voting rights to non-lawyers who are not engaged in the services of the Foreign
Entity, no equity interest or voting rights are currently granted by the Foreign Entity to such
non-lawyers.

Delete if there is no such requirement.
Services as provided for in Article 11-2, Item 1 of the JFBA’s Basic Rules for Duties of Gaikokuho-jimu-bengoshi, i.e., including services otherthan the provision of legal services as may be permitted as the purpose of the Law Firm under the laws of the jurisdiction in which the Law Firm
is located. The same applies elsewhere in this Certificate.
If none of (A) to (C) applies to your jurisdiction, describe the legal framework relating to the grant of equity interest or voting rights to nonlawyers in your jurisdiction in a separate sheet and attach it to this Certificate. The same applies elsewhere in this Certificate.
Specify the basis, such as articles of association, partnership agreement or licenses held, etc. The same applies elsewhere in this Certificate.

2Basic Rules concerning Foreign Special Members Article 11-4; Certificate Form 9-2 (Revised Feb 1, 2020)

As described in attachment 4(B-4)□→ If the percentage of equity interest or voting rights that may be granted to non-lawyers who engage inthe services of a Law Firm under the Applicable Rules (as you described in (B) or (D) in Sub-section(1) above) is less than 50%, go to Section 4; if 50% or more, go to Sub-section (3)(3)

Equity interest or voting rights of non-lawyers who are engaged in the services of the Foreign
Entity (Tick one of (C-1) to (C-4) below, then go to Section 4.)□(C-1)

No equity interest or voting rights of 50% or more are granted to non-lawyers who areengaged in the services of the Foreign Entity because it is not permissible under the5of the Foreign Entity.

□5(C-2) Whilst it is permissible under theof the Foreign Entity to grant equity
interest or voting rights of 50% or more to non-lawyers who are engaged in the services of
the Foreign Entity, no equity interest or voting rights of 50% or more are currently grantedby the Foreign Entity to such non-lawyers.

□(C-3)

Whilst 50% or more of the equity interest or the voting rights are currently held by nonlawyers who are engaged in the services of the Foreign Entity, control by foreign lawyers6 is
structurally and effectively secured due to the following reason(s)7:
Reasons:□(C-4)As described in attachment 4→ Go to Section 4☑

4. The Foreign Entity is not an entity that is deemed as being at risk of impairing the independence ofthe duties of gaikokuho-jimu-bengoshi due to the involvement of non-lawyers in the Foreign Entity.

Position and Title of the undersigned at the Foreign Entity
Position:

In original language or Roman alphabets: Partner
In Katakana:Title:

パートナー

In original language or Roman alphabets: Managing Partner
In Katakana:

マネージングパートナー

By virtue of my above-mentioned position and title at the Foreign Entity, I am authorized to certify the above
in relation to the Foreign Entity, and I hereby certify the above pursuant to such authority.
Signature:John Smith

Name: John Smith

67As defined under Article 2, Item 2 of the Act on Special Measures concerning the Handling of Legal Services by Foreign Lawyers, i.e., a person
whose professional duties are to provide legal services as a practice in a foreign jurisdiction (in the case of federal states stipulated by Ministry ofJustice Order, its constituent unit such as a state, territory and others stipulated by Ministry of Justice Order) and who is equivalent to a bengoshi.
In the space for Reasons (or on a separate sheet if necessary), describe the basis, such as provisions of Applicable Rules, articles of association,
partnership agreement or licenses held, etc.

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