Can a firm run a separate practice area under a different name, or set up an owned-and-controlled satellite firm, without disclosing that its lawyers belong to the original firm?

Plain-English summary

A firm wanting to take on a dissimilar area of practice asked whether it could have partners or employees conduct the new work in their own names, on letterhead using their individual names or a partnership name unlike the firm's, at a different location, without disclosing their association with the firm. Alternatively, it asked about having firm partners act as undisclosed partners of an "independent" satellite firm that the original firm would own and control.

The committee identified the primary concern as misleading laypersons about the identity of those they are dealing with. To the extent the names and letterheads constitute lawyer publicity, they are subject to former Rule 2-101(b), which requires public communications to contain all information necessary to avoid being misleading and to contain no false or misleading statement. Ethical Considerations 2-11 and 2-13 barred using a name that could mislead about the identity, responsibility, or status of those practicing under it, or holding oneself out as associated with a firm other than one's own. The committee found its Opinion 294 directly on point: a firm could not carry on a special branch under a name that negated the existence of the partnership that actually existed. It concluded the first arrangement would violate Rule 2-101(b).

On the second question, the committee found the facts of ownership and control showed the "satellite" firm would not actually be separate and independent, but a branch of the original firm, so it suffered from the same defect. The committee added that this did not mean a person can never have affiliations with more than one firm, and expressly declined to address other issues the arrangements might raise, such as space sharing, client referrals, fee division, and conflicts of interest.

Currency note

This opinion was issued in October 1985, under the former Illinois Code of Professional Responsibility and before Illinois adopted the 1990 (and later 2010) Rules of Professional Conduct. The ISBA Board of Governors affirmed the opinion in July 2010 as generally consistent with the 2010 Rules (Rule 7.1 and Rule 7.5(d), with Comment [2]), while cautioning that the specific standards referenced may differ from the 2010 Rules. 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 or requirement mentioned here.

Common questions

Q: Can firm lawyers run a new practice area under a different name without naming the firm?

A: The opinion concluded no; doing so would violate former Rule 2-101(b) because a name negating the firm's actual existence misleads the public about who they are dealing with.

Q: What about an "independent" satellite firm the original firm owns and controls?

A: Per the opinion, the ownership and control showed the satellite would be a branch of the original firm, not separate, so it had the same defect as the first arrangement.

Q: Did the committee bar all multi-firm affiliations?

A: No. It said this does not mean a person cannot, under appropriate circumstances, have affiliations with more than one firm; it ruled only on the misleading-name arrangements presented.

Background and rules framework

The opinion applied former Illinois Code Rule 2-101(b) (lawyer publicity that is not misleading) and Ethical Considerations 2-11 and 2-13, under Canon 2. The Board's 2010 affirmation maps the analysis to current Illinois Rules of Professional Conduct 7.1 (communications about a lawyer's services) and 7.5(d) (firm names; lawyers may state they practice in a firm only if that is the fact), corresponding to ABA Model Rules 7.1 and 7.5.

Citations and references

Rules of Professional Conduct:

• Illinois Code Rule 2-101(b), EC 2-11, EC 2-13, Canon 2 (misleading firm names and publicity, applied in the opinion)
• Illinois RPC 7.1 and 7.5(d) with Comment [2] (2010 equivalents per the Board's affirmation)
• MR 7.1 (communications about services); MR 7.5 (firm names)

Other opinions cited:

• ISBA Opinions 294 and 84-10: a firm carrying on a branch under a name that negates the actual partnership

See also

• ISBA Ethics Op. 03-02: Firm Names and Of Counsel
• ISBA Ethics Op. 87-01: Nonlawyers on Letterhead
• ISBA Ethics Op. 85-01: Sponsoring a Sports Team

Source

• Landing page: https://www.isba.org/ethics/opinions/8502