Can three separate law offices share a common firm name or advertise that they are associated or affiliated on letterheads, cards, signs, and announcements?

Plain-English summary

The Committee considered whether three separate law offices could hold themselves out to the public as a single firm or as affiliated firms. The proposal was an "umbrella firm" of three separate offices with shared facilities, no sharing of fees or reciprocal financial responsibility, and a splitting of fees in a manner permitted by the Code, but a relationship that would not be a partnership in the common sense. The Committee answered "No."

It reasoned under Canon 2 that a lawyer is responsible for helping the public select counsel and must avoid any activity that might mislead an individual in that selection. DR 2-102(B) makes clear that an attorney may not practice under a firm name containing names other than attorneys in the firm, and DR 2-102(C) provides that a lawyer may not hold himself out as having a partnership with other lawyers unless they are in fact partners. EC 2-13 directs a lawyer to be scrupulous about his professional status and not to hold himself out as a partner or associate if he is not one in fact, including where he only shares offices with another lawyer. The Committee, citing In re Sussman and Turner and its prior opinions KBA E-62 and KBA E-259, concluded that the proposed organization would convey to the public the appearance of a partnership where none existed, and was therefore prohibited.

Currency note

This opinion was issued in 1985 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 Treat this page as historical context, not current guidance.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 separate Kentucky law offices use one shared "umbrella" firm name?

A: Under this opinion, no, where the offices are not in fact a partnership. The Committee concluded a common name would convey the appearance of a partnership that does not exist.

Q: Can offices that only share facilities advertise themselves as affiliated or associated?

A: The opinion concluded that holding out as associated or affiliated on letterheads, cards, signs, and announcements is improper when the lawyers are not partners in fact, because it could mislead the public selecting counsel.

Q: Does it matter that fees were split in a Code-permitted way?

A: The opinion noted the proposal involved permitted fee-splitting but no true partnership; the problem was the holding out as a single firm, not the fee arrangement itself.

Background and rules framework

The opinion applied the former Code's firm-name and holding-out provisions, DR 2-102(B) and (C) and EC 2-13, read against Canon 2's duty to help the public select counsel without being misled. The modern analogs are Model Rule 7.5 (firm names and letterheads; lawyers may state or imply a partnership or other organization only when that is the fact) and Model Rule 7.1 (no false or misleading communications about a lawyer's services). The analysis turned on whether the arrangement would falsely suggest a partnership.

Citations and references

Rules of Professional Conduct:

• DR 2-102(B); DR 2-102(C); EC 2-13 (former Code)
• MR 7.5 (firm names and letterheads); MR 7.1 (communications about services)

Cases:

• In re Sussman and Turner, 405 P.2d 35 (Or. 1965), holding out as a firm

Other opinions cited:

• KBA E-62; KBA E-259

See also

• KBA Ethics Op. E-311: Affiliated or Associated Firms on Letterhead
• KBA Ethics Op. E-320: Shared Office Nameplate
• KBA Ethics Op. E-319: Names on Firm Letterhead

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-299.pdf

Original opinion text

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

KENTUCKY BAR ASSOCIATION
Ethics Opinion KBA E-299
Issued: January 1985

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), especially Rules 7.01-7.50 and the Attorneys'
Advertising Commission Regulations, before relying on this opinion.

Question:

May three separate firms assume the use of a common firm name or show
the fact of association or affiliation in their letterheads, business cards,
office signs and announcements?

Answer:

No.

References:

DR 2-102(B); DR 2-102(C); EC 2-11; EC 2-13; KBA E-62; KBA E-259; In
re Sussman and Turner, Or., 405 P.2d 35; (1965).
OPINION

This request raises questions concerning circumstances under which three separate
law offices may hold themselves out to the public as either a single firm or affiliated firms.
The proposal considered by the Committee is for an "umbrella firm" containing three
separate offices with shared facilities in which there would be no sharing of fees or
reciprocal financial responsibility. There would be a splitting of fees (in a manner
permitted by the Code) but the relationship would not be a partnership in the common
sense.
Under Canon 2, a lawyer is charged with the responsibility of assisting the legal
profession in making legal counsel available. This includes the responsibility to assist the
public in the selection of legal counsel. In this regard, lawyers are cautioned against any
activity that might mislead an individual in his or her selection of counsel.
It is made clear in DR 2-102(B) that an attorney may not practice under a firm
name containing names other than attorneys in the firm. DR 2-102 (C) states that a lawyer
may not hold himself out as having a partnership with other lawyers unless they are in fact
partners. EC 2-13 states:
In order to avoid the possibility of misleading persons with whom he deals,
a lawyer should be scrupulous in the representation of his professional
status. He should not hold himself out as being a partner or associate of a
law firm if he is not one in fact, and thus should not hold himself out as a
partner or associate if he only shares offices with another lawyer.
The "holding out" addressed by these rules applies to the firm name, letterhead,
business cards, office signs and announcements. In re Sussman and Taylor, Or., 405 P.2d
355 (1965) The issue raised in this request has been addressed in KBA E-62 and KBA
E-259.
It is the opinion of the Ethics Committee that the proposed organization would
convey to the general public the appearance of a partnership when in fact no such
partnership exists. It is, therefore, an activity prohibited by the Code of Professional
Responsibility.

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.