Can a corporation offer legal services to its customers through its own in-house lawyers, and can a lawyer help it do so?
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This page answers the general question as of 1997. Ezel answers yours: whether it's allowed on your facts, under the current Illinois Rules of Professional Conduct, with citations.
Plain-English summary
A corporation described as a "management services organization" contracted with unaffiliated entities to provide management services, and proposed to include legal services through its in-house legal staff: drafting and reviewing contracts, conducting legal research, and handling state licensing filings, but not court appearances or depositions. The question was whether providing those services through the corporation's in-house lawyers violated the Illinois Rules.
The opinion concluded that the contemplated services constituted the practice of law. It applied the Illinois courts' test of looking to the character of the acts, under which acts requiring legal skill or knowledge beyond ordinary business intelligence are the practice of law (Chicago Bar Association v. Quinlan & Tyson), and it drew on Opinion No. 95-07, which had treated assisting or advising a layperson in completing and filing corporate documents as assisting the unauthorized practice of law.
The opinion concluded that, with certain exceptions, it is unlawful for a corporation to practice law in Illinois or to furnish legal services (705 ILCS 220/1), and that providing the services through licensed-lawyer employees is no defense (705 ILCS 220/4). It cited Illinois Supreme Court decisions holding motorists' clubs and a taxpayers' association to be engaged in the unauthorized practice of law, and concluded that whether a separate fee is charged for the legal services is immaterial. It therefore concluded that providing legal services in the manner described is the unauthorized practice of law and that a lawyer who assists violates Rule 5.5.
Currency note
This opinion was issued in 1997, 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 Rule 5.5(a)), while noting 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 Treat this page as historical context, not current guidance.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 a corporation provide legal services to its customers if it uses licensed lawyers?
A: No. The opinion concluded that providing legal services through licensed-lawyer employees is no defense under 705 ILCS 220/4, and that the corporation's conduct was the unauthorized practice of law.
Q: Does it matter that the services were limited to drafting, research, and filings rather than court appearances?
A: No. The opinion concluded that drafting and reviewing contracts, legal research, and handling licensing filings require legal skill and knowledge and constitute the practice of law.
Q: Can a lawyer counsel or assist the corporation in providing these services?
A: No. The opinion concluded that a lawyer who assists the corporation in rendering such services violates Rule 5.5, which bars assisting a non-member of the bar in the unauthorized practice of law.
Q: Does charging a separate fee for the legal services change the result?
A: No. The opinion concluded that whether a separate, identifiable fee is charged is immaterial, because conduct constituting the unauthorized practice of law does not become authorized by charging a separate fee.
Background and rules framework
The opinion interpreted Rule 5.5 (unauthorized practice of law; barring a lawyer from assisting a non-member of the bar in the unauthorized practice; Model Rule 5.5), and applied the Illinois unauthorized-practice statutes, 705 ILCS 220/1 and 705 ILCS 220/4, together with Illinois Supreme Court case law defining the practice of law.
Citations and references
Rules of Professional Conduct:
- Model Rule 5.5 (unauthorized practice of law) / Illinois Rule 5.5
Statutes:
- 705 ILCS 220/1 (corporation may not practice law); 705 ILCS 220/4 (use of licensed-lawyer employees no defense)
Cases:
- Chicago Bar Association v. Quinlan & Tyson, Inc., 34 Ill.2d 116, 214 N.E.2d 771 (1966), character-of-the-acts test
- People ex rel. Chicago Bar Association v. Motorists Association of Illinois, 354 Ill. 595 (1934)
- People ex rel. Chicago Bar Association v. Chicago Motor Club, 367 Ill. 50 (1936)
- People ex rel. Courtney v. Association of Real Estate Taxpayers, 354 Ill. 102, 187 N.E. 823 (1933)
Other opinions cited:
- ISBA Advisory Opinion No. 95-07 (assisting a layperson with corporate filings)
See also
- ISBA Ethics Op. 14-03: In-House Corporate Lawyer May Not Provide Services to Others
- ISBA Ethics Op. 13-03: Nonlawyer Representation of Parties in FINRA Arbitration
- ISBA Ethics Op. 06-02: Third-Party Vendor Lawyer Promotion and Compensation
Source
- Landing page: https://www.isba.org/ethics/opinions/9703
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