SRA Code of Conduct in Practice - Taking instructions and cl...

Learning Outcomes

This article sets out the SRA Code of Conduct requirements for taking instructions and client engagement, including:

• Taking and acting on instructions, assessing client authority, and managing the engagement process in line with the Code
• Key definitions, professional duties, risks with third-party instructions, and best-practice onboarding for SQE2-style scenarios
• Applying Para 3.1 to accept instructions only from clients or properly authorised persons, and recognising when direct confirmation of authority is required
• Proportionate client identification and verification under Para 8.1 and AML obligations, including remote checks and escalation for higher-risk cases
• Identifying and responding to duress, undue influence, and capacity concerns; meeting the “golden rule” in will instructions and ensuring independent advice where appropriate
• Drafting a clear retainer and client care letter, providing the best possible costs information, explaining regulatory protections, and setting up complaints information under Paras 8.2–8.11 and the SRA Transparency Rules
• Managing conflicts, confidentiality, and disclosure at the outset (Paras 6.1–6.5), including when former-client information prevents acting and how information barriers operate
• Recognising when to decline or cease to act (e.g., conflicts, lack of authority or identity, insufficient competence or resources) and justifying and recording decisions under Para 7.2

SQE2 Syllabus

For SQE2, you are required to understand the SRA Code of Conduct requirements on taking and verifying instructions, client identification, early-stage conflicts and confidentiality, and formalising client engagement, with a focus on the following syllabus points:

• taking and verifying instructions (Para 3.1), including authority of directors, trustees, deputies, attorneys, litigation friends, and agents
• identifying clients (Para 8.1) and applying proportionate, risk-based verification, including remote onboarding and anti-money laundering red flags
• responding to duress, undue influence and capacity concerns; ensuring independent meetings and advice, and using medical evidence where needed
• managing conflicts, confidentiality, and disclosure at inception (Paras 6.1–6.5), including acting against former clients and using information barriers
• formalising the retainer: scope of work, responsibilities, costs, complaints, regulatory protections, and SRA Transparency Rules (Paras 8.2–8.11)
• managing referrals, fee sharing, and accounting for financial benefits (Paras 4.1 and 5.1–5.3)
• declining or ceasing to act, with attendance notes justifying decisions (Para 7.2)

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

1. What should a solicitor do if they receive instructions from a third party on behalf of a client, but are not satisfied the third party is properly authorised?
2. What steps must a solicitor take if they suspect that a client’s instructions may be the result of duress or undue influence?
3. True or false? You may begin acting for a client before confirming their legal identity if you have met them in person.

Introduction

In legal practice, taking instructions and engaging clients involves a series of critical steps governed by the SRA Code of Conduct. SQE2 requires you to demonstrate not only knowledge of what the rules are, but also how to apply them—especially when instructions come from someone other than the client, or when there are concerns about authority, client wishes, or potential undue influence. Failure to manage these issues at the outset can cause misconduct, client complaints, loss of privilege, or financial and reputational harm. This article presents the essential rules, terminology, examples, and practical tips to help you excel on this core SQE2 topic.

Taking instructions sits at the intersection of several SRA Principles: act with independence (Principle 3), honesty (Principle 4), integrity (Principle 5), and in the best interests of each client (Principle 7), while upholding public trust and confidence (Principle 2). Early-stage decisions—who the client is, who can instruct, what the retainer covers, and whether instructions are truly the client’s—set the basis for client care, privilege, conflicts risk, and costs.

Receiving and Accepting Instructions

A solicitor may only act on clear instructions from a client or an individual with proper authority to instruct on the client’s behalf. The SRA Code of Conduct is clear—solicitors should never assume authority, especially where instructions come from third parties or in less direct scenarios.

Key Term: instructions
Verbal or written communication from a client (or properly authorised individual) stating what they wish the solicitor to do.

Key Term: client
The individual, organisation, or entity for whom the solicitor is directly engaged to provide legal services.

Key Term: authority
The legal power or right to act on behalf of another, for example to give binding instructions to a solicitor.

If someone attempts to instruct you on behalf of another (such as a family member, director, or carer), you must verify their authority with appropriate, preferably written, evidence. Never proceed unless you are satisfied the instructions genuinely represent the client's wishes.

Common authority pitfalls at inception include:

• Organisations: confirm the entity is the client (not its officers) and that the particular officer can bind it. For companies, check authority through the constitution, board minutes, or a certified board resolution. For partnerships or charities, confirm signatory and instruction protocols.
• Trusts and estates: instructions often require joint trustee or co-executor involvement unless the trust instrument or grant terms provide otherwise. Ensure you are not proceeding on the say‑so of only one office-holder when joint action is required.
• Litigation: in steps such as issuing proceedings, you warrant authority. Acting without authority exposes you to personal cost orders.

Worked Example 1.1

You are instructed by a company director to act in a business transaction. They sign the retainer, but you do not check if they can bind the company.

Answer:
You must check and confirm the director's authority to act for the company. If not satisfied, you should not accept instructions until you receive written confirmation (such as a board resolution) authorising the director. Failing to do so may mean you have no valid retainer, leaving you unprotected.

Exam Warn‍ing

Accepting steps in litigation or transactions without clear authority can create an implied warranty of authority and exposure to personal costs. Where trustees or co-executors must act jointly, do not proceed on the instructions of one alone without a clear legal basis.

Worked Example 1.2

A trustee of a two‑trustee trust instructs you to commence proceedings for breach of trust. The other trustee is abroad and has not been consulted.

Answer:
Unless the trust instrument or statute permits unilateral action, both trustees must instruct. Do not issue proceedings. Seek confirmation of joint authority (e.g., both trustees sign the retainer/authority) or evidence of a valid delegation. Proceeding on one trustee’s say‑so risks acting without authority and personal cost consequences.

Identifying the Client

It is essential to know exactly who your client is before you begin substantive work. Ambiguity over client identity can undermine confidentially, privilege, and create conflict of interest risks.

Key Term: client identification
The professional process of verifying the legal identity of the individual or entity the solicitor is acting for, often using official documentation.

Solicitors must take proportionate steps to confirm identity. This is not just for anti-money laundering compliance—it is essential for meeting the SRA’s requirements, protecting privilege, and proper file management. For organisations, confirm not only the entity’s identity but the instructing person's authority.

Adopt a risk‑based, proportionate approach to identification and verification (Para 8.1). Consider:

• Whether the matter falls within the Money Laundering Regulations 2017 (as amended)—if so, perform customer due diligence, identify beneficial owners for corporate clients, and assess whether enhanced due diligence is required (e.g., politically exposed persons or high‑risk jurisdictions).
• Whether onboarding is remote—if so, use robust electronic verification providers, triangulate data (e.g., liveness checks with photo ID), and keep a clear audit trail. Escalate for higher‑risk features.
• Ongoing monitoring—where a matter continues, monitor for unusual activity or changes in risk profile.

Exam Warning​

Property and payment diversion frauds often exploit weak client identification. In high‑risk matters, be extra cautious about impersonation and ensure the person giving completion instructions is the verified client or an authorised signatory. Do not disapply checks merely because you have met a client in person.

Worked Example 1.3

You are remotely instructed to act on a residential purchase. The “client” sends you a scanned passport and utility bill and asks you to move quickly as they are “flying out tonight.”

Answer:
Do not proceed until identity and authority are verified using proportionate, reliable methods. Use electronic verification with liveness/face match and confirm the client’s connection to the property and funding. The urgency and travel explanation are red flags; consider enhanced due diligence. If you cannot obtain satisfactory verification, decline to act.

Exa‌m Warning

Many complaints and regulatory breaches arise from assumptions or shortcuts taken at instruction stage. Always clarify the identity of the client and the limits of your instructions at the very start.

Third-Party Instructions and Risks

Instructions sometimes originate from someone close to the client (family members, carers, business partners) or when a client cannot act for themselves (minor, incapacitated person).

Key Term: third-party instructions
Instructions purportedly provided to the solicitor by someone other than the client, often requiring extra caution to validate.

Always seek direct client confirmation where possible. Ask for written authorisation specifying the scope of permitted instructions and communication.

If instructions cannot be confirmed—such as with a vulnerable client, serious illness, or incapacity—review whether special capacity rules (e.g., the Mental Capacity Act) or powers of attorney apply and consult with your supervising solicitor about the next steps.

For specific roles:

• Attorneys/deputies: verify the scope and validity of the LPA/deputyship order and that the decision is within powers (e.g., substantial gifts usually require court authority).
• Litigation friends: ensure the appointment is valid and that instructions remain client‑focused.
• Parents/spouses: familial relationship does not confer authority; obtain the client’s written authority and meet the client alone where undue influence is a risk.

Worked Example 1.4

A daughter telephones you, stating her elderly mother wants to gift her house to her. She provides a signed note from her mother but insists her mother is too frail to visit your office.

Answer:
You must verify, independently, that the instructions reflect the mother's wishes and not the result of pressure or undue influence. Arrange a meeting with the mother, without her daughter present, where possible. If any doubt remains as to capacity or influence, you should not proceed and may need to suggest independent advice.

Duress, Undue Influence, and Capacity

Solicitors must not act if there is suspicion instructions do not reflect the client’s free will due to undue pressure or incapacity.

Key Term: duress
Unlawful or coercive pressure placed on a client, undermining the validity of their decision or instructions.

Key Term: undue influence
Improper or excessive persuasion by someone in a position of trust, making the client act otherwise than by their true wishes.

Key Term: capacity
The legal and mental ability of a person to make informed decisions and provide valid instructions.

If you suspect duress, undue influence, or lack of capacity:

• Arrange to see the client independently.
• Use open questions to test understanding and decision‑making; consider medical opinion where there is doubt (e.g., the “golden rule” in will instructions—obtain contemporaneous medical assessment and keep full notes).
• Explain potential risks and consequences in simple terms; suggest and facilitate independent legal advice where appropriate.
• If not satisfied, decline to act and record the reasons.

Where spouses or family members are asked to give security or guarantees (e.g., over the home), ensure independent advice consistent with established guidelines to reduce the risk of undue influence and to protect the validity of the transaction.

Worked Example 1.5

You are asked to prepare a will for an individual in hospital. Their adult son provides the instructions. During your private meeting, the client appears confused and cannot explain the decisions.

Answer:
You should decline to take instructions or execute any document unless capacity is clearly established. Where doubts exist, suggest an assessment by a medical professional. Document your concerns and the steps taken to protect yourself from future claims or regulatory action.

Worked Example 1.6

A bank asks you to advise a client to give a personal guarantee secured over the family home for her partner’s company borrowing. The partner attends every meeting and answers most questions.

Answer:
Arrange a private meeting with the proposed surety, ensure they understand the nature, extent and risks of the commitment, and advise independently (ideally at a separate time and without the partner present). If independent advice cannot be provided effectively or concerns persist about pressure or understanding, do not proceed.

Revision Tip

At SQE2, provide clear, client-focused justifications for declining or delaying acceptance of instructions where risk factors exist. Always document your process.

Formalising the Retainer

Once satisfied you have proper instructions and authority, and have checked for warning signs above, the solicitor must set out the terms of the retainer and issue a client care letter. This clarifies:

• The scope of the advice and services.
• Who will be the main point of contact.
• The costs and fees estimate or structure.
• Client and solicitor responsibilities.

Key Term: retainer
The contract, whether written or implied, defining the legal work and terms of engagement between solicitor and client.

A well-drafted retainer helps minimise misunderstandings and supports best practice.

Key Term: client care letter
A document that sets out, in clear and accessible terms, the agreed scope of work, responsibilities, pricing information and estimates, key risks, complaints procedure, and regulatory protections at the outset of the engagement.

Costs and transparency: give the best possible information about how the matter will be priced and likely overall costs at engagement and as the matter progresses. Explain hourly rates or fixed fees, what is included, likely disbursements (e.g., counsel, experts, court fees), VAT status, when costs may change, and whether you will require funds on account.

Key Term: money on account
A sum paid up front by the client to cover anticipated fees and/or disbursements, held and applied in accordance with the SRA Accounts Rules.

Complaints and regulatory information: set out your internal complaints policy, who to contact, that complaints are dealt with promptly, fairly and free of charge, and signpost the Legal Ombudsman (including time limits). Explain regulatory protections and how services are regulated, including the firm’s SRA number and reference to the SRA digital badge on the website.

SRA Transparency Rules: where applicable (e.g., residential conveyancing, uncontested probate), ensure the website contains prescribed cost and service information, and that your client care materials are consistent with that information.

Scope and limited retainers: if acting on a limited basis, define what you will and will not do, highlight the risks of the limitations, and obtain clear informed consent in writing. Review scope where facts change.

Marketing and approaches: ensure publicity is accurate and not misleading and avoid unsolicited targeted approaches to members of the public. Current or former clients may be contacted about services provided you respect any opt-outs and data protection requirements.

Distance contracts: for consumer clients onboarded off‑premises or at a distance, consider if cancellation rights and pre‑contract information requirements apply. Ensure your client care letter reflects any such rights where relevant.

Worked Example 1.7

A solicitor is asked by a friend to assist with a property purchase, but does not issue a formal client care letter, relying on a brief verbal agreement.

Answer:
This approach risks regulatory action and unclear client understanding. The solicitor should have documented the scope of instructions, confirmed the client's identity, and issued a client care letter.

Worked Example 1.8

You are instructed by a consumer client via video call to draft a straightforward settlement agreement. They want it “done today” and ask you to start immediately. No engagement documents have been sent.

Answer:
Before substantive work, send a clear client care letter setting out scope, costs, complaints information and regulatory protections, and complete proportionate ID checks. If applicable, include any required pre‑contract information and cancellation rights for distance contracts. If urgency is genuine and limited work must start immediately, confirm the client’s informed agreement in writing alongside the mandatory information.

Referrals and fee sharing: inform clients about any financial or other interest your firm has in making or receiving referrals and any fee sharing arrangements relevant to the matter. Account for any financial benefit received as a result of instructions unless the client has agreed otherwise in advance.

Key Term: referral fee
A payment made for the referral of clients. Referral fees are prohibited in personal injury claimant matters. In other areas, fee sharing may be permitted if the client is informed and the arrangement is in writing.

Worked Example 1.9

A surveyor pays you £150 each time you recommend them to your conveyancing clients. You also receive a fee from an insurer for arranging legal expenses insurance.

Answer:
Inform clients of your financial interests in such referrals and confirm any fee sharing arrangements in writing. Unless clients have expressly agreed otherwise in advance, you must account to them for financial benefits you receive as a result of their instructions. In personal injury claimant matters, do not accept referral fees at all.

Duty to Decline Instructions

Solicitors must decline instructions if:

• There is no sufficient evidence of client identity or authority.
• There are concerns instructions are not genuine or voluntary (duress, undue influence), or capacity is in doubt and cannot be satisfactorily resolved.
• A conflict of interest exists or there is a significant risk of one, and no permitted exception applies (e.g., own interest conflict under Para 6.1; client conflicts where exceptions are not met).
• Confidential information held for a current or former client would be material and adverse to the new matter, and no informed consent or effective information barrier is available.
• They do not have competence or resource capacity to act in the client’s best interests or to meet deadlines.
• Acting would involve breaching the law or Code (e.g., being complicit in misleading the court, enabling criminal conduct, or breaching the ban on referral fees in personal injury for claimants).

Key Term: conflict of interest
A situation where duties to act in the best interests of two or more clients conflict, or where a client’s interests conflict with the solicitor’s own (own interest conflict).

Key Term: confidentiality
The duty to keep the affairs of current and former clients confidential unless disclosure is required or permitted by law, or the client consents.

Key Term: disclosure
The duty to make a client aware of all information material to their matter that you have knowledge of, subject to limited exceptions.

Key Term: information barrier
Effective measures that prevent the flow of confidential information within a firm so there is no real risk of disclosure between teams acting for clients with adverse interests.

Where you hold material confidential information for a current or former client adverse to a new client, the default position is that you must not act for the new client unless (a) effective information barriers eliminate any real risk of disclosure or (b) the other client gives informed consent evidenced in writing. Remember: the duty of confidentiality generally prevails over the duty of disclosure if the two conflict.

Worked Example 1.10

A prospective client seeks to sue a supplier. You recently advised that supplier (now a former client) and hold confidential information about their pricing strategy that would be material to the new claim.

Answer:
You should not act unless either effective information barriers can be implemented such that there is no real risk of disclosing the former client’s confidential information, or the former client gives informed consent in writing. If neither is possible, decline to act and record your reasons.

You must keep a careful record of your reasons for declining, including the risk factors and the discussions you held (Para 7.2). Declining must never be for discriminatory reasons under the Equality Act 2010.

Exam Warning – Declining Instructions

It is better to decline instructions for professional or ethical reasons—and clearly record why—than proceed and breach the SRA Code of Conduct.

Key Point Checklist

This article has covered the following key knowledge points:

• Taking clear, direct instructions is a professional and regulatory requirement.
• Only act for a client or an authorised individual; verify all authority in writing.
• Always identify the client and, for organisations, the authority of the instructing person; apply a proportionate, risk‑based approach to verification and ongoing monitoring.
• Be alert to duress, undue influence, or capacity issues; meet the client independently, obtain medical evidence where needed, and suggest independent legal advice.
• Formalise the retainer in writing and issue a client care letter before commencing substantive work; provide the best possible costs information and explain complaints and regulatory protections.
• Manage conflicts, confidentiality, and disclosure from the outset; do not act against current or former clients where confidential information is material and adverse unless permitted by the Code.
• Be transparent about referral and fee‑sharing arrangements and account for financial benefits unless otherwise agreed in advance.
• Decline or delay in doubtful situations (authority, identity, conflicts, competence/capacity to act) and document the reasons for your decision.

Key Terms and Concepts

• instructions
• client
• authority
• client identification
• third-party instructions
• duress
• undue influence
• capacity
• retainer
• client care letter
• money on account
• conflict of interest
• confidentiality
• disclosure
• information barrier
• referral fee