Can a Florida lawyer be of counsel to or a partner in a law firm based in a foreign country?

Plain-English summary

A Florida Bar member asked whether he could become of counsel to a partnership of lawyers practicing in a foreign country, and whether he could enter into a partnership with those lawyers, none of whom were admitted to The Florida Bar.

The committee assumed there would be no office of the foreign partnership within Florida and no holding out of legal services within Florida. On those assumptions, it concluded the questions were not within its jurisdiction, and that whether the member could be of counsel to or a partner in the firm was for the foreign country where the practice is conducted to answer. The committee directed attention to Florida Opinions 66-64 and 69-30, which indicated that "of counsel" is not a term of precision and should not be used in professional relationships subject to misinterpretation, noting that a person is normally "of counsel" because of former membership in or association with the same firm.

Currency note

This opinion was issued in 1970, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Code of Professional Responsibility and relied on Florida Opinions 66-64 and 69-30, both since withdrawn. Multijurisdictional practice is now addressed by Rule 4-5.5 and the use of "of counsel" and firm designations by Rule 4-7.21. Treat this page as historical context, not current guidance.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 Florida lawyer be a partner in a foreign-country law firm?

A: Under this opinion, that question is for the foreign jurisdiction's authority to decide, where the firm has no Florida office and does not hold out legal services in Florida.

Q: What did the committee say about the "of counsel" label?

A: It cautioned that "of counsel" is not a precise term and should not be used where the relationship could be misinterpreted, noting the title normally reflects former membership in or association with the firm.

Background and rules framework

The opinion turned on the limits of the committee's jurisdiction over practice conducted outside Florida and on the proper use of the "of counsel" designation. Those subjects are now addressed by Rule 4-5.5 on multijurisdictional practice and Rule 4-7.21 on firm names and designations. The Model Rule analogues are Rule 5.5 and Rule 7.5.

Citations and references

Rules of Professional Conduct:

• Code of Professional Responsibility [multijurisdictional practice now in Rule 4-5.5; firm designations in Rule 4-7.21]

Other opinions cited:

• Florida Opinions 66-64 and 69-30 [both since withdrawn]: use of the "of counsel" designation

See also

• FL Bar Ethics Op. 70-55: Interstate Partnership Letterhead

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-70-29/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-70-29-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 70-29
October 15, 1970
Advisory ethics opinions are not binding.
Whether a Florida attorney may be "of counsel" to or a partner in a law firm in a foreign country is to be determined by the appropriate authority of that jurisdiction.
Opinions: 66-64, 69-30
Chairman Massey stated the opinion of the committee:
A Florida Bar member inquires if he may become "of counsel" to a partnership of lawyers who practice in a foreign country. Further, the question is posed whether The Florida Bar member may enter into a partnership with said lawyers, none of whom are admitted to practice in The Florida Bar.
The Committee assumes that there will be no office of such "foreign" partnership within the state of Florida, nor will there be any holding out of performance of legal services within Florida. Under such assumptions, the questions raised are not within this Committee's jurisdiction and the issues of being "of counsel" or a partner within such firm are necessarily to be answered by the foreign country within which the practice is conducted.
Attention, however, is directed to Florida Opinions 66-64 [since withdrawn] and 69-30 [since withdrawn], wherein it is indicated the term "of counsel" is not one of precision, but such appellation should not be used in professional relationships which may be subject to misinterpretation. Normally a person who is "of counsel" becomes so because of former membership in or association with the same firm.