Can a lawyer run a second business or share office space with a nonlawyer from the same premises?

Plain-English summary

The inquiring attorney asked whether he could operate both his law practice and a separate, nonlegal business from the same suite of offices, and whether an attorney may share office space with a nonlawyer. Relying on prior Opinions 79-3 and 61-9, the committee concluded that neither arrangement is prohibited, but that certain ethical guidelines must be observed: the attorney must preserve client confidences, avoid misleading appearances, refrain from prohibited solicitation, and not participate in improper division of legal fees.

On confidentiality, the committee explained that under Rule 4-1.6 an attorney sharing space with a nonlawyer must ensure that the nonlawyer and the nonlawyer's employees do not have access to client files (for example, by keeping files in a restricted room or locked cabinets) and cannot overhear confidential conversations. On misleading appearances, under Rules 4-7.1 and 4-7.2 the attorney must avoid misleading the public about the nature of the business activities conducted in the offices; the committee stated that there should be a separate sign at the entrance and on any building directory for each business or profession, recommended separate telephone lines, and said that a common receptionist on a single line must answer in a neutral manner.

On solicitation and fees, the committee explained that an attorney is prohibited from in-person solicitation except from relatives, clients, and former clients under Rule 4-7.4(a), that this prohibition may not be evaded through nonlawyer agents under Rule 4-8.4(a), that an attorney may not give anything of value for a recommendation under Rule 4-7.2(c), and may not divide legal fees with a nonlawyer under Rule 4-5.4(a). An attorney operating dual professions from the same location must avoid using the nonlegal business as a vehicle for improper solicitation. The committee added that the opinion is written from the standpoint of The Florida Bar and the legal profession, and that other professions may have different requirements.

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 Treat this page as historical context, not current guidance.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's bracketed notes indicate that several cited advertising and solicitation rules have since been renumbered (4-7.13, 4-7.17(c), 4-7.18(a)).

Common questions

Q: Can a lawyer run a separate non-legal business from the same office as the law practice?

A: The opinion concluded that practicing two professions from the same premises is not prohibited, subject to guidelines protecting confidences, avoiding misleading the public, and barring fee-splitting and improper solicitation.

Q: Can a lawyer share office space with a nonlawyer?

A: The opinion concluded that sharing office space with a nonlawyer is permitted, but the lawyer must keep client files inaccessible to the nonlawyer and prevent the overhearing of confidential conversations under Rule 4-1.6.

Q: What must be done so the public is not misled?

A: The opinion concluded there should be a separate sign for each business at the entrance and on any building directory, recommended separate telephone lines, and stated that a shared receptionist on a single line should answer neutrally.

Q: Can the nonlawyer refer clients to the lawyer for a fee?

A: The opinion concluded an attorney may not use a space-sharing nonlawyer as an agent for solicitation or pay the nonlawyer for referrals, and may not divide legal fees with a nonlawyer, under Rules 4-7.4(a), 4-8.4(a), 4-7.2(c), and 4-5.4(a).

Background and rules framework

The opinion interprets Rule 4-1.6 (Model Rule 1.6, confidentiality), Rules 4-7.1 and 4-7.2 (Model Rule 7.1, communications about legal services; since renumbered 4-7.13), Rule 4-7.2(c) (since 4-7.17(c), giving value for recommendations), Rule 4-7.4(a) (Model Rule 7.3; since 4-7.18(a), solicitation), Rule 4-5.4(a) (Model Rule 5.4, fee-sharing with nonlawyers), and Rule 4-8.4(a) (Model Rule 8.4, violating the rules through another's acts).

Citations and references

Rules of Professional Conduct:

• Fla. Rule 4-1.6 / Model Rule 1.6 (confidentiality)
• Fla. Rules 4-7.1, 4-7.2 / Model Rule 7.1 (communications; since renumbered 4-7.13)
• Fla. Rule 4-7.2(c) (since 4-7.17(c)) (value for recommendation)
• Fla. Rule 4-7.4(a) / Model Rule 7.3 (since 4-7.18(a)) (solicitation)
• Fla. Rule 4-5.4(a) / Model Rule 5.4 (fee-sharing with nonlawyers)
• Fla. Rule 4-8.4(a) / Model Rule 8.4 (acting through another)

Other opinions cited:

• Fla. Ethics Opinions 61-9, 79-3

See also

• FL Bar Ethics Op. 88-13: Storefront Referral Company
• FL Bar Ethics Op. 95-2: Lawyer Tie to Securities-Arb Firm
• FL Bar Ethics Op. 02-8: Referral Fees, Ancillary Business

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-88-15/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-88-15-2.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 88-15
October 1, 1988
Advisory ethics opinions are not binding.

Lawyers may practice two professions from the same premises. Lawyers also may share office space with nonlawyers. In both cases, certain ethical limitations apply.

RPC: 4-1.6, 4-5.4(a), 4-7.1 [See current 4-7.13], 4-7.2 [See current 4-7.13], 4-7.2(c) [See current 4-7.17(c)], 4-7.4(a) [See current 4-7.18(a)], 4-8.4(a)
Opinions: 61-9, 79-3

An attorney asks whether it is permissible for him to operate both his law practice and a separate, nonlegal business from the same suite of offices. He also asks whether an attorney ethically may share office space with a nonlawyer.

Previous opinions of this Committee have concluded that neither arrangement is prohibited. See Florida Opinions 79-3 and 61-9. There are, however, certain ethical guidelines that must be observed when an attorney operates "dual professions" from the same office or shares office space with a nonlawyer. Generally speaking, the attorney must preserve client confidences, avoid misleading appearances, refrain from prohibited solicitation practices, and not participate in improper division of legal fees.

Rule 4-1.6, Rules Regulating The Florida Bar, provides that an attorney must preserve in confidence all information relating to representation of his or her clients. An attorney sharing space with a nonlawyer must ensure that the nonlawyer and his or her employees do not have access to the attorney's client files. This can be done, for example, by keeping client files in a room to which the nonlawyers do not have access or by keeping the files in locking file cabinets. Additionally, the nonlawyers should not be able to overhear confidential attorney-client conversations.

Any advertising or other statements concerning an attorney or his or her law practice must be truthful and not misleading. Rules 4-7.1 and 4-7.2 [See current Rule 4-7.13]. Consequently, an attorney must take steps to avoid misleading the public as to the nature of the business activities being conducted within his or her offices. This means there should be a separate sign at the office entrance and on the building directory (if there is one) for each business or profession operated within the attorney's offices. For example, if attorney John Smith operated his law practice and a title company on the same premises he would need to post a sign for "John Smith, Attorney at Law" and a sign for "Smith Title Company." Or, if John Smith operated a law practice and Jane Jones operated a real estate brokerage in the same office suite, there should be a sign for each business. Furthermore, it is recommended that two businesses or professions which share space have separate telephone lines even if those lines will be answered by a common receptionist. If there is only a central incoming line, the receptionist must answer in a neutral manner (such as "professional offices") in order to avoid misleading callers.

An attorney is prohibited from engaging in in-person solicitation of legal employment, except from relatives, clients and former clients. Rule 4-7.4(a) [See current Rule 4-7.18(a)]. This prohibition may not be evaded through the use of nonlawyer agents. Rule 4-8.4(a). In addition, Rule 4-7.2(c) [See current Rule 4-7.17(c)] provides that an attorney may not give "anything of value" in exchange for a recommendation. Of course, an attorney may not divide legal fees with a nonlawyer. Rule 4-5.4(a). These rules therefore prohibit an attorney from using a nonlawyer with whom he or she shares space as an agent for solicitation of legal employment or from paying the nonlawyer for referrals. An attorney who operates dual professions out of the same location must avoid using his nonlegal business as a vehicle for improper solicitation of legal employment.

It is important to note that this opinion is written from the standpoint of The Florida Bar and the legal profession. Other professions may have different or additional requirements for their members.