Can a law firm set up a separately named storefront company to take in the public's legal inquiries and funnel them to the firm?

Plain-English summary

A partner in a two-attorney firm proposed forming a corporation with a "law related" name such as "Legal Hotline, Inc.," owned solely by the two attorneys, that would open small offices in places like shopping centers and flea markets. Each office would bear the corporation's name, be staffed by a nonlawyer who gives no legal advice, and make appointments for inquirers to see one of the attorneys at the firm.

The committee concluded the proposal presented several problems. The corporation would in essence be a referral service rather than a law office, and because referrals would go only to the inquirer's firm, the attorneys could not ethically accept referrals from it unless the requirements of Rule 4-7.6 (the lawyer-referral-service rule, since renumbered) were satisfied. The committee also concluded that the proposed name, such as "Legal Hotline, Inc.," must be considered misleading because it implies the corporation can provide legal information rather than merely a referral.

Finally, the committee concluded that Florida attorneys are not permitted to practice law through a corporate entity other than a professional corporation or professional association organized under Florida Statutes Chapter 621, so it would be impermissible to have an attorney providing legal advice or services through the proposed corporation.

Currency note

This opinion was issued in 1988, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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, deadline, or requirement mentioned here. The opinion notes that, effective July 1, 1996, Rule 4-8.6 was amended to permit Florida lawyers to practice through professional limited liability companies or registered limited liability partnerships.

Common questions

Q: Can a firm create a differently named company to gather and funnel legal inquiries to itself?

A: The opinion concluded the arrangement would operate as a lawyer referral service, so the attorneys could not accept its referrals unless the requirements of the referral-service rule (then Rule 4-7.6) were met.

Q: What was wrong with a name like "Legal Hotline, Inc."?

A: The opinion concluded such a name must be considered misleading because it implies the corporation can provide legal information rather than merely a referral to an attorney.

Q: Can a lawyer practice law through this kind of corporation?

A: The opinion concluded that Florida attorneys may not practice law through a corporate entity other than a professional corporation or association organized under Chapter 621, so providing legal services through the proposed corporation would be impermissible.

Background and rules framework

The opinion interprets Rule 4-7.6 (since renumbered 4-7.22, Model Rule 7.2's referral-service provisions) on lawyer referral services, and applies Florida Statutes Chapter 621 limiting the corporate forms through which lawyers may practice. The misleading-name analysis flows from the prohibition on false or misleading communications about legal services.

Citations and references

Rules of Professional Conduct:

• Fla. Rule 4-7.6 (since renumbered 4-7.22) / Model Rule 7.2 (lawyer referral services)

Statutes:

• Fla. Stat. Ch. 621 (professional service corporations)

See also

• FL Bar Ethics Op. 88-12: Temporary-Lawyer Staffing Agency
• FL Bar Ethics Op. 18-1: Paying Matching Services
• FL Bar Ethics Op. 02-8: Referral Fees, Ancillary Business

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-88-13/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-88-13-2.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 88-13
August 1, 1988
Advisory ethics opinions are not binding.

Ethical defects exist in a law firm's proposal to form a corporation having several store-front offices to invite inquiries from the public about legal problems and refer all such inquirers to that law firm.

Note: Effective July 1, 1996, Rule 4-8.6 of the Rules Regulating the Florida Bar was amended to permit Florida lawyers to practice law in the form of professional limited liability companies or registered limited liability partnerships "organized or qualified under applicable law." Amendments to Rules Regulating The Florida Bar, 677 So.2d 272 (Fla. 1996). See also, Chapters 621 and 622, Florida Statutes.

RPC: 4-7.6 [See current 4-7.22]
Statutes: F.S. Ch. 621

The inquiring attorney is a partner in a two-attorney law firm. He requests an opinion concerning the ethical propriety of the following proposal.

The inquirer and his partner are considering forming a corporation whose title would not include the attorneys' names but would instead have a "law related" name such as "Legal Hotline, Inc." The two attorneys would be the sole shareholders and directors of the corporation. The corporation would open small offices at various locations, such as shopping centers and flea markets. These offices would bear the corporation's name, rather than the law firm's name, and would be staffed by a nonlawyer employee of the corporation. The employee would not provide legal advice. Upon being approached by a person seeking legal advice or information, the employee would make an appointment for that person to see one of the attorneys at the law firm's office. The inquiring attorney states that, in the event there was sufficient traffic at a specific corporation office, an attorney "could be available periodically" at that office.

Several problems are presented by the attorney's proposal. The proposed corporation would be, in essence, not a law office but a type of referral service. Unlike the typical lawyer referral service, however, referrals would be made only to the inquiring attorney's law firm. Because the proposed corporation would be operating as a lawyer referral service, the inquiring attorney and his partner could not ethically accept referrals from the corporation unless the requirements of Rule 4-7.6, Rules Regulating The Florida Bar, are satisfied. [See current Rule 4-7.22].

Another problem lies in the corporation's name. The name "Legal Hotline, Inc.," for example, must be considered misleading because it implies that the corporation can provide legal information rather than merely a referral to an attorney's office.

Finally, the inquiring attorney should be aware that Florida attorneys are not permitted to practice law through a corporate entity other than a professional corporation or professional association organized pursuant to Florida Statutes Chapter 621. Therefore, it would be impermissible to have an attorney providing legal advice or legal services through the proposed corporation.