Can a lawyer form a partnership with a nonlawyer to represent clients before regulatory agencies the nonlawyer is authorized to practice before?

Plain-English summary

A member asked whether he could form a partnership with a nonlawyer (a Class B practitioner authorized to appear before the Interstate Commerce Commission and the Florida Public Utilities Commission) limited strictly to transportation-consultant services and practice before those agencies. The partnership would not engage in the general practice of law, and the lawyer would continue his separate law office miles away. He also asked whether he and the nonlawyer could instead form a corporation to prepare transportation tariffs, reports, and research for attorneys, staffed by neither lawyers nor persons admitted before the agencies, and whether that corporation could solicit business from attorneys, with a letterhead showing only the corporate name.

The committee unanimously found it would be improper to form the partnership and answered the first inquiry in the negative, relying on ABA Opinions 57, 225, 233, 234, 257, 269, 272, 297, and 305, and noting that ABA Opinions 257 and 269 disapproved partnerships between a lawyer and a layman admitted to practice before a federal agency. Such partnerships are improper unless the lawyer ceases entirely to offer his services as a lawyer and confines his activities to those open to non-lawyers; Canons 33 and 34 were involved. On the second inquiry, the committee doubted it had sufficient information to render a final judgment. The plan might involve unauthorized practice of law, over which the committee had no jurisdiction. Assuming no unauthorized practice and that the lawyer ceased practicing law, there would be no ethical objection. But if the lawyer did not cease practice, the arrangement could offend Canon 27, particularly if the corporation's activities resulted in legal work being forwarded to the lawyer, or if the lawyer's association added to purchasers' reliance on the data, or if the data involved interpreting or construing laws or regulatory rules.

Currency note

This opinion was issued in 1965, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. The opinion applied former Canons 27, 33, and 34 of the Canons of Professional Ethics; a lawyer's professional independence and the bar on partnership with a nonlawyer to practice law are now governed by Rule 4-5.4, and unauthorized practice by Rule 4-5.5, of the Rules Regulating The Florida Bar (Model Rules 5.4 and 5.5). 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: Can a lawyer partner with a nonlawyer to practice before agencies the nonlawyer is admitted to?

A: No. The committee unanimously concluded such a partnership is improper unless the lawyer ceases entirely to offer his services as a lawyer and confines his activities to those open to non-lawyers.

Q: What about forming a corporation to do transportation research and tariffs for attorneys?

A: The committee doubted it had enough information. If no unauthorized practice was involved and the lawyer ceased practicing law, there would be no ethical objection; if he did not, the arrangement could offend Canon 27, especially if it funneled legal work to him or if his association lent reliance to data interpreting laws or rules.

Q: Why was the partnership improper even though the nonlawyer could appear before the agencies?

A: The committee, following ABA Opinions 257 and 269, said a lawyer may not share a practice with a layman admitted before an agency unless the lawyer fully gives up the practice of law; Canons 33 and 34 were involved.

Background and rules framework

The opinion applied former Canons 27 (advertising and solicitation), 33 (partnerships), and 34 (division of fees) of the Canons of Professional Ethics, and relied on a series of ABA opinions, especially 257 and 269. The prohibition on forming a partnership with a nonlawyer to practice law and the requirement of professional independence are now in Rule 4-5.4, and unauthorized practice in Rule 4-5.5, of the Rules Regulating The Florida Bar (Model Rules 5.4 and 5.5).

Citations and references

Rules of Professional Conduct:

• Canon 27 [Canons of Professional Ethics; advertising and solicitation]
• Canon 33, Canon 34 [Canons of Professional Ethics; partnerships and division of fees; see current Rule 4-5.4]

Other opinions cited:

• ABA Op. 57, 225, 233, 234, 257, 269, 272, 297, 305: ABA committee opinions; 257 and 269 disapproved lawyer-layman partnerships for agency practice

See also

• FL Bar Ethics Op. 67-15: Trust-Company Referral to Prepare a Trust
• FL Bar Ethics Op. 67-14: Broker Employing a Lawyer to Prepare a Deed
• FL Bar Ethics Op. 65-12: Trust-Drafting Guidelines for a Bank

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-65-4/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-65-4.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 65-4
February 17, 1965
Advisory ethics opinions are not binding.
It would be improper for a lawyer to form a partnership with a nonlawyer for the purpose of representing clients before certain state and federal agencies, notwithstanding that the other person is authorized to practice before those agencies, unless the lawyer completely withdraws from the practice of law and limits his activities to those that can be performed by nonlawyers.
Canons: 27, 33, 34
Opinions: ABA 57, 225, 233, 234, 257, 269, 272, 297, 305
Chairman Smith stated the opinion of the committee:
A member of The Florida Bar inquires whether it would be ethically proper for him to form a partnership with a person who is not a lawyer and is not admitted to The Florida Bar for the purpose of practicing before the Interstate Commerce Commission and the Florida Public Utilities Commission. The proposed partner is a Class B practitioner, admitted to practice before both of the agencies mentioned. He proposes to establish a partnership which would be limited strictly to performing services as transportation consultants and to practice before the regulatory bodies mentioned. The proposed partnership would in no way engage in the general practice of law but the lawyer would continue to practice law in a separate office located several miles from the office of the proposed partnership.
He also inquires whether it would be proper for him and his proposed partner to form a corporation, and act as the principals of that corporation, for the purpose of preparing transportation tariffs, transportation reports and doing research regarding transportation matters for attorneys who practice before both federal and state agencies which regulate transportation. The staff would be neither attorneys nor persons otherwise permitted to practice before the agencies concerned. Also, the attorney asks whether it would be proper under such circumstances for the corporation to solicit business from attorneys engaged in the general practice of law and from attorneys who are admitted to practice before the regulatory agencies. The letterhead of the corporation would carry only the corporate name and there would be no reference to the fact that either of the principals are attorneys or are persons admitted to practice before transportation agencies.
It is the unanimous view of this Committee that it would be improper to form the partnership mentioned above, and the Committee therefore answers the first inquiry in the negative. Opinions 57, 225, 233, 234, 257, 269, 272, 297, and 305 of the Professional Ethics Committee of the American Bar Association are pertinent to the inquiry. Especially pertinent are ABA Opinions 257 and 269 where, in each instance, that Committee disapproved a partnership between a lawyer and a layman admitted to practice before a federal regulatory agency. It was the view of the American Bar Committee, and it is our view, that such partnerships are improper unless the lawyer ceases entirely to offer his services as a lawyer and confines his activities strictly to those opened to persons who are not admitted to practice law. Canons 33 and 34 are involved.
Regarding the second inquiry, the Committee expresses some doubt as to whether it has sufficient information to formulate a final judgment. The plan set forth in the second inquiry supposedly might involve unauthorized practice of law, but this Committee has no jurisdiction over such matters. Assuming unauthorized practice is not involved, and assuming further that the lawyer member of the organization ceased the practice of law, there would be no ethical objection to the plan. If, however, the lawyer member did not cease the practice of law the arrangement could well offend the provisions of Canon 27, particularly if the corporation's activities resulted in legal work being forwarded to the lawyer member of the corporation. Further, if the data accumulated and sold by the corporation is of such nature that the lawyer's association with the corporation would add to the reliance which purchasers place upon the data, or if the data in any way involved the interpretation or construction of laws or regulatory rules, then the lawyer's association with such corporation would, in our opinion, be improper.