Can one member of a law partnership be a professional service corporation while the firm is not?

Plain-English summary

A ten-member firm, Doe and Smith, asked whether one partner could become a professional service corporation under KRS 274 while the other members and the firm did not. The Committee answered yes. It stated there is no doubt a law firm may be a professional service corporation, assumed without deciding that one member may be a P.S.C. while the firm is not, and focused on disclosure so the public is not misled.

The opinion set out how the designation must appear. Where the letterhead lists only the firm name (Doe and Smith) rather than individual members, it should be followed by a statement that the partnership includes one or more professional corporations, and the Committee suggested the phrase "A partnership including Professional Service Corporation(s)." Where individual members are listed, each member's name must be followed by P.S.C. under KRS 274.077(1). Business cards, advertising, and other public representations must likewise carry the P.S.C. designation. The opinion concluded that observing these disclosure requirements complies with DR 2-102 and In re R.M.J.

Currency note

This opinion was issued in 1983 under Kentucky's former Code of Professional Responsibility (in effect 1971 to 1990), before the Kentucky Bar Association's 1990 adoption of the Rules of Professional Conduct (SCR 3.130) and the substantial 2009 revisions to those rules. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can one law partner be a P.S.C. when the firm is not?

A: Under this opinion, yes. The Committee assumed without deciding that one member may be a professional service corporation while the firm is not, subject to disclosure.

Q: How must the P.S.C. status appear on the firm's letterhead?

A: The opinion required, where only the firm name is shown, a statement that the partnership includes one or more professional corporations (it suggested "A partnership including Professional Service Corporation(s)"); where members are listed, each member's name must carry "P.S.C." after it.

Background and rules framework

The opinion applied DR 2-102 of the former Code (professional notices and letterheads) and KRS 274 (professional service corporations), read against In re R.M.J. The modern analog is Model Rule 7.5 (firm names and letterheads). The analysis turned on whether the firm's public representations clearly disclose the P.S.C. designation so the public is not misled.

Citations and references

Rules of Professional Conduct:

• DR 2-102 (former Code)
• MR 7.5 (firm names and letterheads)

Statutes:

• KRS 274; KRS 274.077(1) (professional service corporations)

Cases:

• In re R.M.J., 455 U.S. 191 (1982), truthful lawyer communications

See also

• KBA Ethics Op. E-286: Scales of Justice on a Lawyer's Card and Letterhead
• KBA Ethics Op. E-311: Affiliated or Associated Firms on Letterhead
• KBA Ethics Op. E-389: False Partnership Name

Source

• Landing page: https://kybar.org/For-Members/Rules-Ethics-Information/Ethics-Opinions
• Original PDF: https://kybar.org/Portals/0/Admin/Ethics%20Opinions/KBA_E-274.pdf

Original opinion text

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

KENTUCKY BAR ASSOCIATION
Ethics Opinion KBA E-274
Issued: July 1983

This opinion was decided under the Code of Professional Responsibility, which was
in effect from 1971 to 1990. Lawyers should consult the current version of the Rules
of Professional Conduct and Comments, SCR 3.130 (available at
http://www.kybar.org), before relying on this opinion.

Question:

May a member of a law partnership be a Professional Service Corporation?

Answer:

Yes.

References:

KRS 274; DR 2-102; In re R.M.J., 102 S.Ct. 929 (1982); 50 L.W. 4185.
OPINION

The above request for an ethics opinion involves the following factual scenario. Sally Doe
and Jane Smith have been practicing law in a law firm consisting of ten (10) members. The name
of the firm is Doe and Smith. Jane Smith now desires to become a Professional Service
Corporation in accordance with KRS 274. Sally Doe, as well as the other members of the firm,
does not wish to become a personal service corporation.
There is no doubt that a law firm may be a Professional Service Corporation. Therefore,
there is nothing legally or ethically wrong with the law firm of Doe and Smith being a Professional
Service Corporation.
We assume, without deciding, that one member of a law firm may legally be a Professional
Service Corporation, and the law firm not be a Professional Service Corporation.
In those situation where the law firm does not list individual members of the firm, but
merely list Doe and Smith on the letter-head, there should follow below these words a statement
indicating that the partnership includes one or more professional corporations. It is this
Committee's feeling that the words "A partnership including Professional Service Corporation(s)"
would suffice.
In those instances where members of the firm are specifically listed, individual members'
names must have P.S.C. listed after their name. (KRS 274.077(1).)
Likewise, any other public representations, such as business cards, advertising, etc., must
clearly state the designation P.S.C. so that there is no question of misleading the public.

In doing so it is the Ethic Committee opinion that the lawyers will be complying with DR
2-102 and In re R.M.J., 102 S.Ct. 929 (1982); 50 L.W. 4185.

Note to Reader
This ethics opinion has been formally adopted by the Board of Governors of the Kentucky
Bar Association under the provisions of Kentucky Supreme Court Rule 3.530 (or its predecessor
rule). The Rule provides that formal opinions are advisory only.