Can a Michigan solo lawyer who runs a professional corporation use a firm name that suggests a partnership and includes a spouse licensed only in another state?

Plain-English summary

A lawyer was a registered patent attorney licensed in Michigan whose spouse was a registered patent attorney licensed in Indiana. Both worked in Michigan as employees of a Michigan professional corporation named "[Lawyer's name] P.C." The lawyer asked whether the firm could use letterhead designating the firm name as "[Lawyer's name] and [Spouse's name]."

The Committee applied MRPC 7.5(a) and (d), which bar a firm name that violates MRPC 7.1 and allow lawyers to imply a partnership only when that is the fact. Because the firm was a professional corporation, not a partnership, a name reading "[Lawyer] and [Spouse]" would imply a partnership that did not exist and would be misleading under MRPC 7.1 and 7.5. The Committee added that holding the Indiana lawyer out as a partner would violate MRPC 5.4(b), which bars forming a partnership with a nonlawyer for the practice of law, since the spouse was not licensed in Michigan.

The Committee further reasoned that the proposed name held the Indiana lawyer out as able to perform services equal to those the Michigan lawyer could perform, so allowing the name would assist the unauthorized practice of law under MRPC 5.5. Finally, because the Michigan Professional Service Corporation Act (MCL 450.222(b)) allows only individuals licensed in Michigan to be shareholders of a professional corporation for legal services, the proposed name was an attempt to circumvent that Act and constituted conduct prejudicial to the administration of justice under MRPC 8.4(c). The opinion concluded the proposed firm name was prohibited.

Currency note

The State Bar's published version of this opinion states that it has been modified by RI-353. This opinion was issued in 1992 and interprets the Michigan Rules of Professional Conduct and the Professional Service Corporation Act as they then stood. The MRPC and the underlying statute have since been amended, and later opinions, including RI-353, may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules, the modifying opinion, and the current statute before relying on any specific rule or requirement mentioned here.

Common questions

Q: Can a solo lawyer's professional corporation use a firm name that lists two names?

A: Per the opinion, no, where the second name implies a partnership that does not exist. The Committee held a "[Lawyer] and [Spouse]" name for a professional corporation falsely implies a partnership and is misleading under MRPC 7.1 and 7.5.

Q: Can a Michigan firm name include a lawyer licensed only in another state?

A: The opinion concluded it cannot on these facts. Holding the Indiana-licensed spouse out as a partner would violate MRPC 5.4(b), assist unauthorized practice under MRPC 5.5, and, given the Professional Service Corporation Act's Michigan-license requirement, violate MRPC 8.4(c).

Q: Does the Professional Service Corporation Act affect who can be named in the firm?

A: The opinion noted that the Act (MCL 450.222(b)) allows only Michigan-licensed individuals as shareholders of a legal-services professional corporation, so using a name suggesting an out-of-state lawyer is a shareholder attempts to circumvent the Act.

Background and rules framework

The opinion interprets MRPC 7.5(a) and (d) (Firm Names and Letterheads), MRPC 7.1 (Communications Concerning a Lawyer's Services), MRPC 5.4(b) (no partnership with a nonlawyer for the practice of law), MRPC 5.5 (unauthorized practice), and MRPC 8.4(c) (conduct prejudicial to the administration of justice), the Model Rule counterparts of each. The analysis also rests on the Michigan Professional Service Corporation Act, MCL 450.222(b).

Citations and references

Rules of Professional Conduct:

• MR 7.5 / MRPC 7.5(a), (d) (firm names; partnership implied only when true)
• MR 7.1 / MRPC 7.1 (communications concerning a lawyer's services)
• MR 5.4 / MRPC 5.4(b) (no partnership with a nonlawyer)
• MR 5.5 / MRPC 5.5 (unauthorized practice of law)
• MR 8.4 / MRPC 8.4(c) (conduct prejudicial to the administration of justice)

Statutes:

• MCL 450.222(b) (Michigan Professional Service Corporation Act; shareholder licensing)

Other opinions cited:

• RI-353: modifies this opinion (per the State Bar's published version)

See also

• Mich Ethics Op. RI-90: Retired Shareholder's Name in Firm Name
• Mich Ethics Op. RI-130: Franchising a Law Firm Trade Name
• Mich Ethics Op. RI-173: Trade Name From a Historic Building
• Mich Ethics Op. RI-246: "Law Offices" on a Solo's Letterhead

Source

• Landing page: https://www.michbar.org/opinions/ethics/numbered_opinions?OpinionID=1014&Type=6

Original opinion text

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

THIS OPINION HAS BEEN MODIFIED BY RI-353

RI-144

August 25, 1992

SYLLABUS

A lawyer who is the sole shareholder of a Michigan professional corporation for the delivery of legal services may not use a firm name which suggests the firm is a partnership, and may not use a firm name which contains the name of a person not licensed to practice law in Michigan.

References: MRPC 5.4(b), 5.5, 7.1, 7.5(a) and (d), 8.4(c); MCL 450.222(b)

TEXT

A lawyer who is a registered patent attorney before the US Patent Office and licensed to practice law in Michigan has a spouse who is a registered patent attorney and licensed to practice in Indiana. Both lawyers reside and work in Michigan, and are employees of a Michigan professional corporation "[Lawyer's name] P.C." The lawyer asks if it is ethical to use letterhead designating the firm name "[Lawyer's name] and [Spouse's name]"?

MRPC 7.5(a) prohibits a lawyer from using a firm name, letterhead or other professional designation that violates MRPC 7.1. MRPC 7.5(d) states:

"Lawyers may state or imply that they practice in a partnership or other organization only when that is the fact."

MRPC 7.1 states in part:

"A lawyer may, on the lawyer's own behalf, on behalf of a partner or associate, or on behalf of any other lawyer affiliated with the lawyer or the lawyer's law firm, use or participate in the use of any form of public communication that is not false, fraudulent, misleading or deceptive . . . ."

The use of a firm name "[Lawyer's name] and [Spouse's name]" infers that the lawyer and the spouse are partners in the law firm. Since the law firm is in fact a professional corporation, the holding out as a partnership is misleading and violates MRPC 7.1 and 7.5.

Further, the proposed firm name holds out the Indiana lawyer as a partner; MRPC 5.4(b) prohibits a lawyer from forming a partnership with a nonlawyer if any of the activities of the partnership consist of the practice of law. Since the Indiana lawyer is not licensed to practice law in Michigan, use of the proposed firm name in this instance would violate MRPC 5.4(b).

MRPC 5.5 states:

"A lawyer shall not:

"(a) practice law in a jurisdiction where doing so violates the regulation of the legal profession in that jurisdiction; or

"(b) assist a person who is not a member of the bar in the performance of activity that constitutes the unauthorized practice of law."

The proposed firm name holds the Indiana lawyer out as able to perform services equal to those the Michigan lawyer is authorized to perform; for the Michigan lawyer to allow use of the firm name would assist unauthorized practice of law.

We also note that the Michigan Professional Service Corporation Act, MCL 450.222(b) states:

"'Professional corporation' means a corporation which is organized under this act for the sole and specific purpose of rendering 1 or more professional services and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within this state to render the same professional services as the corporation, or the personal representatives or estates of individuals as provided in section 10." Emphasis added.

Thus, Michigan law prohibits persons who are not licensed to practice law in Michigan from forming a professional corporation for the practice of law. Since the inquirer's law firm is a professional corporation, and professional corporations of lawyers may only have as shareholders lawyers licensed in Michigan, the use of the proposed firm name is an attempt to circumvent the Professional Service Corporation Act, and constitutes conduct prejudicial to the administration of justice in violation of MRPC 8.4(c).

Therefore, use of the proposed firm name is prohibited.