Ezel / Ethics Opinions / ISBA
ISBA 1996

Can lawyers pay to practice under the name of a corporation like 'Real Estate Attorneys, Inc.' owned by a nonlawyer broker?

Short answer: The opinion concluded that a lawyer's participation in a network of independent lawyers holding themselves out under the name of a nonlawyer-owned corporation violates the Rules in several ways, including the bars on nonlawyer ownership, assisting unauthorized practice, misleading communications and firm names, and paying for recommendations.

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This page answers the general question as of 1996. Ezel answers yours: whether it's allowed on your facts, under the current Illinois Rules of Professional Conduct, with citations.

Currency note: this opinion is from 1996
Subsequent statutory amendments, court decisions, or later opinions or rule amendments may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.
Disclaimer: Advisory only. Not binding precedent.
About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked on this page) is the authoritative source for any reliance.

Plain-English summary

A nonlawyer real estate broker proposed forming a corporation (the sole shareholder, director, and officer being the broker) under a name like "Real Estate Attorneys of America, Inc." The corporation would contract with licensed lawyers, who would pay an annual fee to use the corporate name, market the lawyers' services to the public, and let the lawyers hold themselves out on letterhead, advertisements, and cards as doing business under the corporate name. The corporation might also provide office space and charge additional advertising fees. The question was whether a lawyer's participation would violate the Rules.

The opinion concluded the venture violates multiple Rules. Independent, unrelated lawyers holding themselves out under a single corporate name implies they practice together when they do not, violating Rule 7.5(d), and constitutes false or misleading communication under Rule 7.1 (compounded because the "Attorneys" name misleadingly suggests a lawyer-owned entity when it is owned by a nonlawyer). Holding oneself out as practicing through a corporation in which a nonlawyer owns any interest violates Rule 5.4(d)(1), and practicing in the name of such a corporation improperly assists the corporation's unauthorized practice of law under Rule 5.5(b).

The opinion also concluded the promotional materials would likely violate Rule 7.5(c) (trade-name advertising must name a responsible lawyer, which the corporation's ads were unlikely to do), that the proposed trade name is itself inherently misleading, and that paying the corporation to market the lawyers' services conflicts with Rule 7.2(b)'s bar on giving anything of value for recommending the lawyer's services.

Currency note

This opinion was issued in 1996, before Illinois adopted the 2010 Illinois Rules of Professional Conduct. The ISBA Board of Governors affirmed the opinion in January 2010 as generally consistent with the 2010 Rules (referring to Rules 5.4, 5.5(a), 7.1, 7.2(b), and 7.5 with Comment [1]), while noting the specific standards referenced may differ from the 2010 Rules. Subsequent rule amendments or later opinions may have changed the analysis. Verify against current rules before relying on any specific rule or requirement mentioned here.

Common questions

Q: Can lawyers practice under a brand name owned by a nonlawyer company?

A: The opinion concluded no. A nonlawyer owning any interest in an entity practicing law violates Rule 5.4(d)(1), and practicing in its name improperly assists the unauthorized practice of law under Rule 5.5(b).

Q: What is wrong with a name like "Real Estate Attorneys, Inc." owned by a broker?

A: The opinion concluded the name is inherently misleading under Rule 7.1 and Rule 7.5(c), because it suggests a lawyer-owned firm when the entity is wholly owned by a nonlawyer, and implies that unrelated lawyers practice together.

Q: Can independent lawyers share one corporate name in their advertising?

A: The opinion concluded no, where they do not in fact practice together. Doing so violates Rule 7.5(d), which permits stating or implying a partnership or organization only when that is the fact.

Q: Can the lawyers pay the corporation to market their services?

A: The opinion concluded that paying the corporation to market the lawyers' services conflicts with Rule 7.2(b)'s prohibition on giving anything of value for recommending a lawyer's services.

Background and rules framework

The opinion interpreted Rule 5.4(d) (professional independence; bar on nonlawyer ownership; Model Rule 5.4), Rule 5.5(b) (assisting unauthorized practice; Model Rule 5.5), Rule 7.1 (false or misleading communications; Model Rule 7.1), Rule 7.2(b) (giving value for recommendations; Model Rule 7.2), and Rule 7.5(c), (d) (firm names and trade names; Model Rule 7.5).

Citations and references

Rules of Professional Conduct:

  • Model Rule 5.4 (professional independence) / Illinois Rule 5.4(d)(1)
  • Model Rule 5.5 (unauthorized practice) / Illinois Rule 5.5(b)
  • Model Rule 7.1 (communications concerning a lawyer's services) / Illinois Rule 7.1
  • Model Rule 7.2 (advertising) / Illinois Rule 7.2(b)
  • Model Rule 7.5 (firm names and letterhead) / Illinois Rule 7.5(c), (d)

Other opinions cited:

  • ISBA Opinions 85-2, 90-19, 90-21, and 94-08

See also

Source

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