Can a lawyer participate in a for-profit corporation that offers legal services alongside architectural, engineering, and accounting services to the building trade?

Plain-English summary

A member inquired about a proposed corporation through which professional services would be rendered to the building trade and to the public in connection with building construction matters. The corporation would render legal, architectural, engineering, accounting, surveying, and other services; its principals would be members of the indicated professions. The corporation would advertise its services, charge for them, and operate as a profit-making enterprise.

The committee was unanimous that it would be highly improper for an attorney to participate in such a venture, finding violations of Canons 27, 34, 35, 46, and 47. It noted that the matter is discussed at length in Drinker, Legal Ethics, pages 161 and following.

Currency note

This opinion was issued in 1964, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct, and before the United States Supreme Court's decision in Bates v. State Bar of Arizona, 433 U.S. 350 (1977), which reshaped the law governing lawyer advertising. The opinion applied former Canons 27, 34, 35, 46, and 47 of the Canons of Professional Ethics; a lawyer's professional independence, including the bar on lay ownership of a firm and fee-sharing with nonlawyers, is now addressed by Rule 4-5.4, the unauthorized practice of law by Rule 4-5.5, and advertising by Rule 4-7.11 of the Rules Regulating The Florida Bar (Model Rules 5.4, 5.5, and 7.2). Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific requirement mentioned here.

Common questions

Q: Could a lawyer co-own a company that bundled legal work with architecture, engineering, and accounting?

A: No. The committee found it highly improper to participate in a for-profit corporation rendering legal services combined with those other professional services, identifying violations of Canons 27, 34, 35, 46, and 47.

Q: Did the for-profit and advertising features matter?

A: The committee identified the corporation's advertising, its charging for services, and its profit-making operation as part of what made participation improper, alongside the mixing of legal and nonlegal services.

Background and rules framework

The opinion applied former Canons 27 (advertising), 34 (fee division with laymen), 35 (intermediaries and professional independence), 46 (notice of specialized legal service), and 47 (aiding unauthorized practice) of the Canons of Professional Ethics. Those concerns are now addressed by Rule 4-5.4 (professional independence and nonlawyer ownership), Rule 4-5.5 (unauthorized practice), and Rule 4-7.11 and related advertising rules of the Rules Regulating The Florida Bar (Model Rules 5.4, 5.5, and 7.2). The committee relied on Drinker's Legal Ethics for the underlying analysis.

Citations and references

Rules of Professional Conduct:

• Canons 27, 34, 35, 46, 47 [Canons of Professional Ethics; see current Rules 4-5.4, 4-5.5, 4-7.11]

Other authorities:

• Drinker, Legal Ethics, pp. 161 et seq.

See also

• FL Bar Ethics Op. 64-29: Employment by a Broker's Tax-Advisory Company
• FL Bar Ethics Op. 64-33: Estate Analyses for an Insurer's Prospects

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-64-25/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-64-25.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 64-25
May 22, 1964
Advisory ethics opinions are not binding.
It would be improper for an attorney to participate in a corporation through which professional services would be rendered to the building trade and to the public in connection with building construction matters, operating as a profit making enterprise.
Canons: 27, 34, 35, 46, 47
Chairman Smith stated the opinion of the committee:
A member of The Florida Bar inquires regarding a proposed corporation through which professional services would be rendered to the building trade and to the public in connection with building construction matters. The corporation would render legal, architectural, engineering, accounting, surveying and other services and the principals of the corporation would be comprised of members of the professions indicated. The corporation would advertise its services, make charges therefor and operate as a profit-making enterprise.
It is the unanimous opinion of this Committee that it would be highly improper for an attorney to participate in such a venture. Violations of Canons 27, 34, 35, 46 and 47 are involved. The matter is discussed at length in Drinker, Legal Ethics, pp. 161 et seq.