Can a North Carolina solo lawyer name or trade-name his firm 'North Star Law Office' when it leases space from and takes referrals from North Star Financial Group?

Plain-English summary

A solo lawyer wants to form a professional corporation or PLLC and lease space in the "North Star Building," owned and occupied by North Star Financial Group, which will refer some clients to the firm. The firm will keep separate space and confidential files and will not share legal fees or pay referral fees.

On the official name, the opinion concludes the firm may not be named "North Star Law Office." The State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law require the official name to contain the surname of one or more shareholders or members (or of a lawyer who owned an interest in an immediate predecessor firm) and prohibit other names, words, or characters with limited exceptions.

On the trade name, the opinion concludes that even if the lawyer uses his surname in the official name, he may not register "North Star Law Office" as a trade name. Rule 7.5(a) permits a registered trade name only if it is not false or misleading under Rule 7.1, and here the name is misleading: combined with the firm's location in the North Star Building, it implies that North Star Financial Group and the law firm are affiliated. Clients referred by the financial company might wrongly believe they must use this firm rather than counsel of their choice, and clients of the financial company might not understand that its services lack client-lawyer protections like confidentiality and conflict-of-interest rules (citing Rule 5.7, cmt. [2]).

In practice

Under the North Carolina rules as they stood at the time of the opinion, the analysis turns on two distinct constraints: the surname requirement for a professional entity's official name and the no-misleading-trade-name rule. The opinion holds that "North Star Law Office" fails as an official name and, given the shared building and referral relationship, would be a misleading trade name.

Per the opinion, the misleading quality comes from the implication of affiliation with the financial company, which could confuse referred clients about their right to choose counsel and about the absence of client-lawyer protections in the financial company's services.

Common questions

Q: Can a solo lawyer name his professional corporation "North Star Law Office"?

A: No. The opinion concludes the official name of a professional corporation or PLLC practicing law must contain a shareholder's or member's surname under the State Bar's regulations.

Q: Can the lawyer at least register "North Star Law Office" as a trade name?

A: No. The opinion concludes that name, combined with the firm's location in the North Star Building, misleadingly implies affiliation with North Star Financial Group, violating Rules 7.5(a) and 7.1.

Q: Why is the implied affiliation a problem?

A: The opinion reasons referred clients might think they must use this firm rather than counsel of their choice, and financial-company clients might not realize those services lack the protections of a client-lawyer relationship.

Background and rules framework

The opinion interprets Rule 7.5(a) (firm names and trade names, corresponding to Model Rule 7.5) and Rule 7.1 (false or misleading communications, corresponding to Model Rule 7.1), with reference to Rule 5.7 (law-related services, corresponding to Model Rule 5.7) and the State Bar's entity-naming regulations (27 NCAC 1E, Rule .0102).

Citations and references

Rules of Professional Conduct:

• MR 7.5 / NC Rule 7.5(a) (firm names and trade names; registration)
• MR 7.1 / NC Rule 7.1 (false or misleading communications)
• MR 5.7 / NC Rule 5.7, cmt. [2] (law-related services and client protections)

Regulations:

• 27 NCAC 1E, Rule .0102(a)(2), (5) (official-name surname requirement; trade-name allowance)

See also

• NC State Bar 2005 FEO 8: A Firm Website URL Is a Trade Name
• NC State Bar 2006 FEO 20: Departed Lawyer's Surname in Firm Name
• ABA Formal Op. 94-388: Relationships Among Law Firms

Source

• Landing page: https://www.ncbar.gov/for-lawyers/ethics-and-governing-rules/ethics-opinions/opinions/2004-formal-ethics-opinion-9/

Original opinion text

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

Inquiry #1:

Attorney A wants to organize a law firm as a professional corporation or professional limited liability company. Attorney A will be the sole owner of the firm. The law firm will lease space in a building called the "North Star Building" which is owned and occupied by North Star Financial Group. Attorney A's firm will have separate space in the building and will be able to maintain the confidentiality of client files. The firm will provide estate planning and real estate services to clients, some of whom will be referred by North Star Financial Group. The law firm will not share legal fees with the financial planning company nor will referral fees be paid to the company.

May Attorney A form a professional corporation or professional limited liability company with the official name of "North Star Law Office"?

Opinion #1:

No, the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law require the official name of a professional corporation or a professional limited liability company to contain the surname of one or more of its shareholders or members (or the surname of one or more lawyers who owned an interest in an immediate predecessor law firm) and prohibit the official name from containing any other name, word, or character with limited exceptions.1

Inquiry #2:

If Attorney A forms a professional corporation or a professional limited liability company using his surname in the official name in the articles of incorporation or the articles of organization, may he register "North Star Law Office" with the State Bar as the trade name of the law firm?

Opinion #2:

No. Rule 7.5(a) permits a lawyer to use a trade name for a law firm if the name is not false or misleading in violation of Rule 7.1 and the trade name is registered with the State Bar for a determination of whether the name is misleading. In this situation, "North Star Law Office" is misleading. The trade name, together with the location of the law firm in the North Star Building, implies that North Star Financial Group and Attorney A's firm are affiliated. Clients who are referred by the financial planning company to the law firm for legal services associated with their financial plan may erroneously conclude that they do not have a right to legal counsel of their choice but must use the services of Attorney A. Moreover, clients who use the services of the North Star Financial Group may not understand that the services that they receive from the financial planning company do not carry with them the protections afforded by the client-lawyer relationship such as confidentiality and the prohibitions on conflicts of interest. See, e.g., Rule 5.7, cmt. [2].

End Notes

• The regulations allow the name of a professional corporation or professional limited liability company to contain the surname of a deceased or retired shareholder or member. The regulations also allow the use of a trade name if permitted by the Rules of Professional Conduct. 27 NCAC 1E, Rule .0102(a)(2) and (5).