Recently, the firm was entrusted to issue a legal opinion on the change of the operating entity of the Tmall store. It shows that law firms have more use as professional legal service institutions in the new economy. This article will introduce the issues involved in the issuance of legal opinions in the change of Tmall store operation entities in combination with practical practice.

1. Tmall store change conditions and procedures

Tmall stores are based on the Tmall platform, which naturally has to comply with Tmall rules. Tmall published the "Rules for Change of Tmall Store Business Entities (Revised in 2018)" on its official website [link: https://rule.tmall.com/tdetail-5591.htm?spm=a223k.10052707.0.0.5ae2496dSzsAVG&tag=self]. First of all, the main body of the Tmall store cannot be changed at will. According to the type of store, flagship stores and specialty stores have their corresponding requirements for changing the subject. For flagship stores, changes can be applied for in one of the following three situations: (1) the existing entity and the new entity have the same controlling shareholder or the same actual controller, and the control relationship has existed for 6 months or more, that is, the entity before the change and the subject after the change are related parties, and this relationship needs to exist for more than 6 months; (2) If the new entity is a company in the brand owner system and the trademark has not been transferred in the past 6 months, this requirement can be regarded as requiring that the subject after the change is a related party of the brand, and it also needs to exist for more than 6 months; (3) The new entity is a star operation service provider that has been filed and publicized by Tmall, which is an agency operation and does not require an affiliation, but requires the operator to meet the level requirements of Tmall. Specialty stores are only allowed to change their business entity in the case of (1) above. The aforementioned requirements are the threshold conditions for changes in the operation entity of Tmall stores. In addition, there are some requirements for store operation status, duration, and integrity, which can be referred to the corresponding Tmall rules, which will not be repeated here.

When applying for changes, you need to provide corresponding supporting materials to the Tmall platform. For example, if the entity before the change and the entity after the change belong to the same controlling shareholder, a screenshot of the articles of association filed with the Administration for Market Regulation or the information published in the national enterprise credit information publicity system is required. When the entity before the change and the main system after the change are the same actual controller, the law firm needs to issue a legal opinion demonstrating the same actual controller.

II. Requirements for legal opinions on changes in Tmall store operating entities

In addition to explicitly requiring proof of the same actual controller, Tmall Rules do not require more detailed requirements on the content of legal opinions. Combined with our practice, the content of the legal opinion may include: the basic information of the existing entity, the basic information of the new entity, the actual controller of the existing residence and the new entity, and the conclusion. The legal opinion is submitted through the Tmall platform along with other change materials prepared by the enterprise through the Tmall backend.

At present, the platform requires law firms that issue legal opinions to have securities legal business experience, and attaches the "2002 Securities Practice Qualification Law Firm" to its platform for reference. The list is a historical document that lists only 417 law firms, and there is uncertainty as to whether legal opinions issued by law firms not on the list can be recognized by the platform.

3. Issues that may be involved in the process of changing the entity of Tmall stores

If the actual control relationship of the store entity is through an agreement, the platform will require the submission of a control agreement witnessed by a lawyer, that is, while providing legal advice, it may also need to provide a lawyer's certificate.

In addition, the platform has relatively strict formal requirements for the text, even if a lawyer's certificate has been provided, it is still necessary to submit a scanned color copy of the agreement, and only recognizes the official seal, not the contract seal.

In general, the change procedure of the main body of Tmall stores is not cumbersome, but due to the formal requirements, it may be reported due to some minor form problems, which consumes time. Moreover, because the platform does not provide manual contact information, it is difficult to effectively communicate and explain with the platform. Even if there is a convenient way to deal with it, it can only provide materials in strict accordance with the feedback of the platform, and the choice of enterprises is limited. Therefore, if you decide to change the operation entity of Tmall stores, it is recommended to reserve sufficient time for the change. In addition, it should be noted that Tmall stores cannot change the operating entity at will, especially for the control relationship, there is a corresponding 6-month time limit.

(This article is translated by software translator for reference only.)