Could a professional corporation put a salaried nonshareholder lawyer’s name in its firm name?

Plain-English summary

A professional corporation wanted to put a salaried lawyer's name in its firm name even though that lawyer held no shares and did not participate directly in profits.

The opinion said the name would imply shareholder status and violate Rules 4-7.1 and 4-7.5(f).

Currency note

This opinion was issued in 2000, before Missouri’s 2007 revisions to the Rules of Professional Conduct. Later amendments or opinions may have changed the analysis. Treat this page as historical context and verify current rules before relying on it. The official Rule 4-1.9 and 4-1.10 reference notes identify July 1, 2007 amendments.

Common questions

Q: Why was the name rejected?

A: It would imply that the nonshareholder lawyer was a shareholder.

Q: Which rules did the opinion cite?

A: Rules 4-7.1 and 4-7.5(f).

Background and rules framework

The opinion applied firm-name and misleading-communication rules to the lawyer's actual ownership status.

Citations and references

Missouri Rules of Professional Conduct:

• Rule 4-7.1
• Rule 4-7.5

See also

• Missouri Informal Op. 20020081: Advertising Without Firm

Source

• Landing page: https://mo-legal-ethics.org/informal-opinion/20000231/

• Rule revision reference: Missouri Informal Opinion 20030007

Original opinion text

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

QUESTION: Attorney’s firm is currently a professional corporation. One of the lawyers practicing in the firm, A, is not a shareholder. All of A’s compensation is paid as W2 wages. A does receive a bonus based upon the amount of work that A brings in. A does not share any of the expenses. A does not directly participate in the profits, except for salary and a simple pension plan. May A, who is not a shareholder of a professional corporation, have A’s name included in the professional corporation’s name?

ANSWER: It would violate Rules 4–7.1 and 4–7.5(f) to include A in the firm name. Including A in the firm name would imply that A is a shareholder in the professional corporation.