Can a North Carolina lawyer who is also a CPA run a combined law and accounting practice from one office and cross-refer clients?

Plain-English summary

A lawyer who is also a CPA asked, across eight inquiries, how he could combine law and accounting work. The opinion opened with a caveat that it did not authorize a multidisciplinary partnership in which legal fees might be shared with a non-lawyer or legal services provided by a corporation's employee. Within that limit, the committee allowed a single office, and even a single business entity, offering both services, provided the lawyer complied with the rules of the State Board of CPA Examiners (G.S. Chapter 93) and the Revised Rules of Professional Conduct (citing RPC 238 and RPC 201). Signage, letterhead, and a shared telephone number could indicate both services (RPC 201).

The lawyer could cross-refer between his legal and accounting clients if he fully disclosed his self-interest in referring to himself and the referral was in the client's best interest (Rule 1.7(b)), and advertising could note both services subject to the CPA Board's rules (Rule 7.1). The opinion also addressed the harder case of a lawyer joining an existing CPA firm while running a separate law practice within it: that arrangement was permitted in principle (like the lawyer-real estate agent setting in RPC 201) but posed serious obstacles. The lawyer had to isolate and conceal client information from CPA-firm employees (Rule 1.6), avoid conflicts between law clients and CPA-firm clients (Rules 1.7 and 1.9), share no legal fees with the CPA firm (Rule 5.4(a)), and maintain a separate trust account for law-client funds (Rule 1.15).

On advertising and solicitation, the opinion held that ads may not imply the accounting firm offers legal services, which would assist the unauthorized practice of law (Rule 5.5; G.S. 84-4 and 84-5), though the lawyer's own ads and business cards could truthfully state that he is both a lawyer and a CPA (Rule 7.1). The lawyer could not directly solicit legal clients in violation of Rule 7.3, but Rule 7.3(a) permitted in-person or telephone solicitation where the lawyer had a prior professional relationship with the person, so he could solicit an accounting-firm client with whom such a relationship existed.

Currency note

This opinion was issued in 2001, before North Carolina's adoption of the 2003 revisions to the Rules of Professional Conduct, and it cites the rule numbering then in effect (including the solicitation rule at Rule 7.3 and the conflict rules at 1.7 and 1.9 of the Revised Rules). 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: Can a lawyer who is also a CPA offer both services from one office?

A: Yes. The opinion allowed offering both legal and accounting services from the same office, and even through one business entity, if the lawyer complied with the CPA Board's rules and the Revised Rules.

Q: Can the lawyer cross-refer between his legal and accounting clients?

A: Yes, with disclosure. The opinion required the lawyer to fully disclose his self-interest in referring to himself and that the referral be in the client's best interest (Rule 1.7(b)).

Q: Can the lawyer share legal fees with a CPA firm he joins?

A: No. The opinion held that sharing legal fees with the CPA firm would violate Rule 5.4(a), which bars sharing legal fees with a non-lawyer.

Q: Can advertising say the accounting firm provides legal services?

A: No. The opinion held ads may not imply the accounting firm offers legal services (Rule 5.5; G.S. 84-4 and 84-5), though the lawyer's own ads and cards may truthfully state he is a lawyer and a CPA.

Q: Can the lawyer solicit legal business from accounting clients?

A: Only where a prior professional relationship exists. The opinion applied Rule 7.3(a)'s exception, allowing in-person or telephone solicitation of a person with whom the lawyer had a prior professional relationship.

Background and rules framework

The opinion applied several North Carolina rules of the Revised Rules of Professional Conduct: Rule 5.4 (professional independence and fee sharing, analogue to Model Rule 5.4); Rule 7.1 (communications about services) and Rule 7.3 (solicitation), analogues to Model Rules 7.1 and 7.3; Rules 1.7 and 1.9 (conflicts of current and former clients); Rule 1.6 (confidentiality); Rule 1.15 (trust accounts); and Rule 5.5 (unauthorized practice). It relied on prior opinions RPC 201 and RPC 238 and on G.S. Chapters 93 and 84.

Citations and references

Rules of Professional Conduct:

• MR 5.4 (professional independence; fee sharing) / NC Rule 5.4(a)
• MR 7.1 (communications about a lawyer's services) / NC Rule 7.1
• MR 7.3 (solicitation of clients) / NC Rule 7.3 and 7.3(a)
• MR 1.7 (conflicts: current clients) / NC Rule 1.7(b)
• MR 1.9 (duties to former clients) / NC Rule 1.9
• MR 1.6 (confidentiality) / NC Rule 1.6
• MR 1.15 (safekeeping property) / NC Rule 1.15
• MR 5.5 (unauthorized practice) / NC Rule 5.5

Statutes:

• N.C. Gen. Stat. Chapter 93 (CPA regulation); G.S. 84-4 and 84-5 (unauthorized practice)

Other opinions cited:

• NC RPC 201: a lawyer-real estate agent operating a separate law practice within a brokerage
• NC RPC 238: offering financial products without earning a fee or commission

See also

• ISBA Ethics Op. 85-03: Law and Accounting in One Office
• AL Ethics Op. 1987-161: Lawyer-Realtor Closings
• NC Bar 2001 FEO 9: Selling Products to Clients

Source

• Landing page: https://www.ncbar.gov/for-lawyers/ethics-and-governing-rules/ethics-opinions/opinions/2000-formal-ethics-opinion-9/

Original opinion text

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

Introduction:

This opinion does not constitute authorization for the operation of a multi-disciplinary partnership or professional association in which legal fees might be shared with a non-lawyer or legal services might be provided by an employee of a corporation or a non-lawyer proprietor.

Inquiry #1:

Attorney is a certified public accountant. He would like to open an office from which he will offer both legal services and accounting services. May he do so and, if he may, may he offer the services through one business entity?

Opinion #1:

Attorney may offer both accounting services and legal services from the same office and he may operate as one business provided he complies with the regulations of the State Board of Certified Public Accountant Examiners (G.S. Chapter 93) and with the North Carolina Revised Rules of Professional Conduct. See RPC 238 and RPC 201.

Inquiry #2:

May the signage for Attorney's office and his letterhead indicate that both accounting and legal services are provided through Attorney's business? May both services have the same telephone number?

Opinion #2:

Yes. See, e.g., RPC 201.

Inquiry #3:

May Attorney offer legal services to his accounting clients and vice versa?

Opinion #3:

Yes, provided Attorney fully discloses his self-interest in making a referral to himself and the referral is in the best interest of the client. See Rule 1.7(b).

Inquiry #4:

May advertisements for Attorney's services (including yellow page listings and business cards) indicate that Attorney offers both legal and accounting services?

Opinion #4:

Yes, subject to any requirements of the State Board of Certified Public Accountant Examiners. Rule 7.1.

Inquiry #5:

Attorney may decide to join an existing accounting practice as a CPA. If so, may Attorney operate a separate legal practice within his office in the accounting firm?

Opinion #5:

Yes, this arrangement is not distinct from the arrangement allowed in RPC 201 in which a lawyer/real estate agent operated a separate law practice within the offices of a real estate brokerage. Nevertheless, such an arrangement presents serious obstacles to the fulfillment of a lawyer's professional responsibility. Preserving the confidentiality of client information and records is virtually impossible in such a setting. Client information must be isolated and concealed from all of the employees of the CPA firm. See Rule 1.6. In addition, Attorney must avoid conflicts of interest between the interests of his legal clients and the interests of the clients of the CPA firm. See Rules 1.7 and 1.9. There may be no sharing of legal fees with the CPA firm in violation of Rule 5.4(a) which prohibits a lawyer from sharing legal fees with a non-lawyer. Finally, Attorney must maintain a separate trust account for the funds of his law clients pursuant to Rule 1.15 et seq.

Inquiry #6:

Under the facts in inquiry #5, may Attorney offer legal services to his accounting clients and vice versa?

Opinion #6:

Yes, if there is full disclosure of the lawyer's self-interest in making the referral and Attorney reasonably believes that he is exercising independent professional judgment on behalf of his legal clients in making such a referral. However, direct solicitation of legal clients is prohibited under Rule 7.3 although it may be permitted by the regulations for certified public accountants. Rule 7.3(a) does permit a lawyer to engage in in-person or telephone solicitation of professional employment if the lawyer has a "prior professional relationship" with a prospective client. If a prior professional relationship was established with a client of the accounting firm, Attorney may call or visit that person to solicit legal business.

Inquiry #7:

May Attorney share a telephone number with accounting firm?

Opinion #7:

Yes, if the confidences of legal clients can be preserved and clients are not confused about the relationship of Attorney's law practice to the accounting firm. See RPC 201

Inquiry #8:

May advertisements for Attorney's law practice (including yellow page listings and business cards) indicate that Attorney also offers accounting services? May advertisements for the CPA firm or under the accounting heading of the yellow pages indicate that Attorney is also a lawyer and offers legal services?

Opinion #8:

Advertisements may not imply that legal services are offered by the accounting firm in violation of the statutes prohibiting the unauthorized practice of law and Rule 5.5 which prohibits a lawyer from assisting in the unauthorized practice of law. See G.S. 84-4 and 84-5. Nevertheless, advertisements for Attorney's law practice may include truthful information regarding Attorney's CPA license. Attorney's business cards may truthfully state that he is a lawyer and a CPA. See Rule 7.1. No opinion is expressed on the separate requirements of the State Board of Certified Public Accountant Examiners.