Can lawyers who are not actually partners list their names together under one firm name on letterhead, an office door, or a law list?

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This opinion was issued in 1971, before the State Bar of California's adoption of the November 1, 2018 revisions to the Rules of Professional Conduct. The opinion interprets former California Rules 1 and 2, the predecessors to the current rules on firm names and advertising (current Rules 7.1 and 7.5; Model Rules 7.1 and 7.5), drawing on the ABA Code of Professional Responsibility. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule or requirement mentioned here.

Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the State Bar of California's rules of professional conduct and are persuasive authority. This summary is for research purposes only and is not legal advice. Verify current rules before acting on any specific guidance.

About this page: The plain-English summary and Q&A below were written by Ezel based on the official opinion. The opinion text is reproduced at the bottom; the official source (linked) controls.

View original opinion

Plain-English summary

The committee was asked whether it violates the State Bar Act for several attorneys who are not "true partners" to list their names together as a single firm name on a letterhead, office door, or approved law list, and, if so, under what circumstances attorneys are considered true partners. The committee noted the Rules of Professional Conduct contained no specific provision, but that former Rule 1 directed members to note the ABA Code of Professional Responsibility.

Quoting ABA Ethical Considerations 2-11 and 2-13 and Disciplinary Rule 2-102(C) (a lawyer shall not hold himself out as having a partnership unless the lawyers are in fact partners), and citing former Canon 33 and a line of ABA opinions, the committee concluded that the practice was ethically improper and had been uniformly so judged: the firm name falsely suggests a partnership where there is none and is, in addition, an assumed or trade name. It added that such conduct could violate the spirit and principle of the State Bar Act because of the deceptive nature of the trade name, citing Business and Professions Code section 6128(e), and noted that Rule 2(a) and (b) set guidelines on solicitation by advertisement.

On the second question (what makes attorneys true partners), the committee found the issue essentially legal and expressed no opinion. It declined to determine, for example, that the assumption of joint and several liability by associated lawyers would necessarily constitute a true partnership.

Common questions

Q: Can lawyers who only share offices list their names as a single firm?

A: No. The committee concluded that listing the names of attorneys who are not true partners as a single firm name is ethically improper, because it falsely suggests a partnership that does not exist and is a deceptive trade name.

Q: Why is a false partnership firm name a problem?

A: The committee, following ABA Disciplinary Rule 2-102(C) and Ethical Considerations 2-11 and 2-13, reasoned that the name misleads the public about the identity, responsibility, and status of those practicing under it, and could violate the State Bar Act's prohibition on deceptive trade names.

Q: Did the committee say when attorneys count as true partners?

A: No. It treated that as an essentially legal question and expressed no opinion, declining even to decide whether assuming joint and several liability would necessarily make associated lawyers true partners.

Background and rules framework

The opinion interprets former California Rules 1 (commending the ABA Code) and 2 (advertising and solicitation), together with ABA Ethical Considerations 2-11 and 2-13, Disciplinary Rule 2-102(C), former Canon 33, and Business and Professions Code section 6128(e). These firm-name and holding-out concerns are now addressed by Model Rules 7.1 and 7.5 and the California analogs (Rules 7.1 and 7.5).

Citations and references

Rules of Professional Conduct:

• Former California Rules 1 and 2 (subdivisions (a) and (b))
• ABA Code of Professional Responsibility, Ethical Considerations 2-11 and 2-13, Disciplinary Rule 2-102(C); former Canon 33
• Current analogs: Model Rules 7.1, 7.5 / California Rules 7.1, 7.5

Statutes:

• California Business and Professions Code section 6128, subdivision (e)

Other opinions cited:

• ABA Committee on Professional Ethics Opinions Nos. 310 (1963), 219 (1941), 126 (1935), and 106 (1934)
• Association of the Bar of the City of New York Opinion No. 607
• L.A. County Bar Association Committee on Legal Ethics Opinion No. 290

See also

• CA Ethics Op. 1970-20: Patent Law Firm Directory Listings

Source

• Landing page: https://www.calbar.ca.gov/legal-professionals/ethics-compliance-practice-resources/ethics/ethics-opinions
• Original opinion: https://www.calbar.org/ethics/Opinions/1971-27.htm

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

1. Is it a violation of the State Bar Act for several attorneys who are not "true partners" to list their names together as a single firm name on a letterhead or office door or in an approved law list?

2. If such conduct would constitute a violation of the State Bar Act, under what circumstances are attorneys considered to be "true partners," so that they would not be in violation?

The Rules of Professional Conduct of the State Bar of California contain no specific provisions covering the questions involved. However, rule 1 of the Rules of Professional Conduct provides "that the Code of Professional Responsibility of the American Bar Association should be noted by the members of the State Bar."

The American Bar Association Code of Professional Responsibility, canon 2, states:

"EC 2-11. The name under which a lawyer conducts his practice may be a factor in the selection process. The use of a trade name or an assumed name could mislead laymen concerning the identity, responsibility, and status of those practicing thereunder. Accordingly, a lawyer in private practice should practice only under his own name, the name of a lawyer employing him, a partnership name composed of the name of one or more of the lawyers practicing in a partnership, or, if permitted by law, in the name of a professional legal corporation, which should be clearly designated as such.

"EC 2-13. In order to avoid the possibility of misleading persons with whom he deals, a lawyer should be scrupulous in the representation of his professional status. He should not hold himself out as being a partner or associate if he only shares offices with another lawyer.

"DR 2-102, subdivision (C). A lawyer shall not hold himself out as having a partnership with one or more other lawyers unless they are in fact partners."

Prior to the adoption of the Code of Professional Responsibility, [former] canon 33 and opinions rendered by the former Committee of Professional Ethics of the American Bar Association uniformly held that the arrangement referred to in question 1 above was improper since the firm name falsely suggested the existence of a partnership when there was none and was, in addition, an assumed or trade name as well. (See ABA Committee on Prof. Ethics, Opinions Nos. 310 (1963), 219 (1941), 126 (1935) and 106 (1934). Opn. No. 607, Assn. of the Bar of the City of New York. Cf. opn. No. 290 of the L. A. Co. Bar Assn. Committee on Legal Ethics.)

It is this Committee's opinion that the stated practice or custom is ethically improper and has been uniformly so adjudged in earlier opinions. Additionally, this Committee is of the opinion that such conduct could be in violation of the spirit and principle of the State Bar Act because of the deceptive nature of the trade name employed. (See, for example, Bus. & Prof. Code, Section 6128, subd. (e).)

Further, rule 2, subdivisions (a) and (b), of the Rules of Professional Conduct set forth permissible guidelines as to solicitation of professional employment by advertisement.

This Committee, while recognizing that there is no specific rule in the State Bar Act covering the situation presented, nevertheless is persuaded that the admonition contained in rule I of the Rules of Professional Conduct, to wit: "that the Code of Professional Responsibility of the American Bar Association should be noted by the members of the State Bar" is sufficient in itself to put all on notice that minimum standards of professional conduct by the members should conform to standards of the American Bar Association Code of Professional Responsibility.

While question 2 is posed as an ethical question, it appears to be essentially legal in nature. The question of "under what circumstances are attorneys considered true partners" is a question of law on which this Committee expresses no opinion. For example, the Committee does not determine that the assumption of joint and several liability by associated lawyers, as described in opinion No. 290 of the Committee on Legal Ethics of the Los Angeles County Bar Association, supra, would necessarily constitute a true partnership.