Must a law practice that has incorporated as a professional corporation tell clients and courts about that status?
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This page answers the general question as of 1981. Ezel answers yours: whether it's allowed on your facts, under the current Massachusetts Rules of Professional Conduct, with citations.
Plain-English summary
A sole practitioner who had incorporated as a professional corporation under Chapter 156A and SJC Rule 3:06 asked four questions: whether his stationery and checks must show the corporate existence, how non-shareholder associates should be listed, whether clients must be advised of corporate status, and whether court or agency appearances must disclose it.
The committee started from its Opinion 77-14, which had let a former partnership keep practicing under its old name after incorporating, reasoning that the name was not misleading and that DR 2-102(B) said a professional corporation "may" (not must) include "P.C." or "P.A." It noted that the later interim advertising rules replaced the detailed firm-name provisions of DR 2-102 with a single subparagraph (A) barring a "deceptive statement or claim," and that this deception test did not disturb Opinion 77-14's conclusion that continued use of a former firm name is not misleading.
The committee then identified the one respect in which corporate status is relevant to clients: SJC Rule 3:06(3) limits a shareholder's personal liability for the negligent or wrongful acts of employees and other shareholders (with a statutory formula and dollar caps), in contrast to the normal rule that partners, and a sole practitioner, are personally liable for such acts by their associates and employees. Because that limitation could matter to clients and others dealing with the practice, the committee held that under the deception standard of DR 2-102 it would be deceptive to fail to disclose the professional-corporation status to such persons. It answered that disclosure is required on stationery, office signs, professional lists, checks, court appearances, and the like (questions 1, 3, and 4), and that an associate, if listed at all on the stationery, should not be listed in a way that indicates shareholder status, since Rule 3:06(3)(b) makes vicarious liability turn on the number of shareholders (question 2). The committee did not address a sole practitioner who employs no others, or any tax-related naming questions.
Currency note
This opinion was issued in 1981, before Massachusetts's adoption of the 2015 revisions to the Rules of Professional Conduct. 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, deadline, or requirement mentioned here.
Common questions
Q: Must a law practice disclose that it is a professional corporation?
A: Per the opinion, yes, for a firm or for a sole practitioner who employs others. The committee said failing to disclose the professional-corporation status would be deceptive under DR 2-102, and that disclosure is required on stationery, signs, checks, and court or agency appearances.
Q: Why does the corporate form have to be disclosed?
A: Because SJC Rule 3:06(3) limits a shareholder's personal liability for employees' and other shareholders' negligent or wrongful acts, unlike the normal rule for partners and sole practitioners. The committee found that limitation material to clients and others dealing with the practice.
Q: How should a non-shareholder associate be listed?
A: If listed at all on the stationery, the associate should not be shown in a way indicating shareholder status, because Rule 3:06(3)(b) ties vicarious liability to the number of shareholders.
Background and rules framework
The opinion applied DR 2-102 (firm names and professional notices), as recast by the interim advertising rules into a single "deceptive statement or claim" standard, and read it against SJC Rule 3:06 and G.L. c. 156A governing professional corporations. Those ethics provisions correspond today to Model Rule 7.5 (firm names and letterhead) and Model Rule 7.1 (no false or misleading communications). The committee relied on its Opinion 77-14.
Citations and references
Rules of Professional Conduct:
- DR 2-102 / Model Rule 7.5 and 7.1 (firm names; no deceptive communication)
- SJC Rule 3:06; G.L. c. 156A (professional corporations; limited shareholder liability)
Other opinions cited:
- MBA Opinion 77-14: a former partnership may keep its name after incorporating as a professional corporation
See also
Source
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