When a North Carolina lawyer is suspended, must the lawyer's name be removed from the law firm name, signage, letterhead, and website?

Plain-English summary

The opinion addresses whether a named partner's name must be removed from a law firm's name when that lawyer is suspended, and it distinguishes three kinds of suspension. For an active disciplinary suspension imposed by the Disciplinary Hearing Commission, the answer is yes. The opinion relies on the Regulations for Professional Corporations and Professional Limited Liability Companies, which require that the entity's name be promptly changed to eliminate the name of any shareholder or member who becomes legally disqualified to render professional services (27 N.C. Admin. Code 1E, Rule .0102), and on Rule 5.5(b), which bars a lawyer not admitted to practice from holding out as admitted.

For an actively suspended lawyer, the opinion sets a deadline: within a reasonable timeframe not to exceed three months from the effective date of the suspension, and until the active suspension ends, the lawyer's name must be removed from the firm name, signage, letterhead, all advertising, and the firm website. The opinion adds that the firm should amend its articles of incorporation with the Secretary of State and, if the suspended lawyer's name is in the firm's website URL, change or redirect the URL; the firm may adopt a registered, State Bar-approved trade name for the URL per 2005 FEO 8.

The result changes for the other two scenarios. If a disciplinary suspension is stayed, the lawyer may practice, so including her name is not false or misleading under Rule 7.1 and violates no other rule (though the name must be removed if the suspension later becomes active). For an administrative suspension (unpaid dues or unmet CLE), the opinion treats the Rules of Professional Conduct as rules of reason (Rule 0.2) and concludes that, because such suspensions are curable quickly, the name may remain provided the lawyer is reinstated within a reasonable time not to exceed three months, without violating Rule 7.1 or Rule 7.5.

In practice

Under the North Carolina rules as they stood at the time of the opinion, the treatment of a suspended lawyer's name in the firm name depends on the type of suspension. For an active disciplinary suspension, the opinion holds that the name must be removed from the firm name, signage, letterhead, all advertising, and the website within a reasonable time not to exceed three months, and the firm should also amend its articles of incorporation and address the firm's URL if it contains the suspended lawyer's name.

For a stayed disciplinary suspension, the opinion concludes the lawyer may continue to practice and her name may remain, with removal required only if the suspension becomes active. For an administrative suspension for unpaid dues or unmet CLE, the opinion concludes the name may remain so long as the lawyer is reinstated within a reasonable time not to exceed three months, treating the rules as rules of reason given how quickly such suspensions can be cured.

Common questions

Q: Does a North Carolina lawyer's name have to come out of the firm name during an active disciplinary suspension?

A: Yes. Opinion #1 concludes the suspended lawyer may not be associated with the firm during the suspension, and her name must be removed from the firm name, signage, letterhead, advertising, and website within a reasonable time not to exceed three months.

Q: What about the firm's website URL if it contains the suspended lawyer's name?

A: Opinion #1 directs the firm to change or redirect the URL; the firm may adopt a trade name for the URL if it is registered with and approved by the North Carolina State Bar, citing 2005 FEO 8.

Q: Does the analysis change if the disciplinary suspension is stayed?

A: Yes. Opinion #2 concludes that a lawyer under a stayed suspension is permitted to practice, so her name may remain in the firm name; it must be removed only if the suspension later becomes active.

Q: Can the name stay if the lawyer is only administratively suspended for dues or CLE?

A: Yes, if reinstatement is prompt. Opinion #3 concludes that, because administrative suspensions are quickly curable, it does not violate Rule 7.1 or Rule 7.5 for the name to remain provided the lawyer is reinstated within a reasonable time not to exceed three months.

Background and rules framework

The opinion interprets North Carolina's firm-name and holding-out rules together with the State Bar's corporate-practice regulations. Rule 7.1 (Model Rule 7.1) bars false or misleading communications about a lawyer's services, and Rule 7.5 (Model Rule 7.5, firm names and letterheads) governs firm names. Rule 5.5(b) (Model Rule 5.5, unauthorized practice) prohibits a lawyer not admitted to practice from holding out as admitted. The opinion also applies the Scope provision (Rule 0.2) that the Rules are rules of reason.

The opinion draws on two regulatory provisions outside the conduct rules: 27 N.C. Admin. Code 1E, Rule .0102 (requiring prompt removal of a legally disqualified shareholder's or member's name from a professional corporation or PLLC) and 27 N.C. Admin. Code 1D, Rules .0903 and .0904(f) (administrative suspension and reinstatement). It cites 2005 FEO 8 for the use of a registered trade name in a firm's URL.

Citations and references

Rules of Professional Conduct:

• Model Rule 7.1 / NC Rule 7.1 (false or misleading communications)
• Model Rule 7.5 / NC Rule 7.5 (firm names and letterheads)
• Model Rule 5.5 / NC Rule 5.5(b) (holding out as admitted to practice)
• NC Rule 0.2, Scope (the Rules are rules of reason)

Regulations:

• 27 N.C. Admin. Code 1E, Rule .0102 (removal of a legally disqualified shareholder's or member's name)
• 27 N.C. Admin. Code 1D, Rules .0903, .0904(f) (administrative suspension; reinstatement by the Secretary)

Other opinions cited:

• 2005 FEO 8: registered trade name for a firm's website URL.

See also

• DC Bar Op. 277: Retaining a Withdrawing Partner's Name in the Firm Name
• FL Bar Op. 63-17: Suspended Lawyer's Name in Directory Listings
• ABA Formal Op. 90-357: Use of the "Of Counsel" Designation

Source

• Landing page: https://www.ncbar.gov/for-lawyers/ethics-and-governing-rules/ethics-opinions/opinions/2018-formal-ethics-opinion-3/

Original opinion text

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

Inquiry #1:

Lawyer is a named partner in a law firm. Pursuant to an order issued by the Disciplinary Hearing Commission, Lawyer is actively suspended from the practice of law. Must Lawyer’s name be removed from the law firm name during the suspension period?

Opinion #1:

Yes. A suspended lawyer may not be associated with her former firm during the suspension period. The Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law state that if a shareholder in a professional corporation or member of a professional limited liability company becomes legally disqualified to render professional services in North Carolina, the name of the professional corporation or professional limited liability company shall be promptly changed to eliminate the name of such shareholder or member, and such shareholder or member shall promptly dispose of her shares of stock in the corporation or interest in the professional limited liability company. 27 N.C. Admin. Code 1E, Rule .0102. In addition, Rule 5.5(b) of the Rules of Professional Conduct prohibits a lawyer who is not admitted to practice law in North Carolina from holding out to the public or otherwise representing that the lawyer is admitted to practice law in this jurisdiction.

Therefore, within a reasonable timeframe from the effective date of the active disciplinary suspension not to exceed three months and until the active suspension ends, the suspended lawyer’s name must be removed from the firm name, firm signage, letterhead, all forms of advertisement, and the firm website. The law firm is reminded to amend the articles of incorporation with the North Carolina secretary of state and, if the suspended lawyer’s name is contained in the firm’s website URL, to change or redirect the URL to a URL that does not contain the suspended lawyer’s name. (If a URL with appropriate is not available, the law firm may adopt a trade name for its URL provided the URL is registered with and approved by the North Carolina State Bar. 2005 FEO 8.)

Inquiry #2:

Does the answer to Inquiry #1 change if Lawyer is under a stayed disciplinary suspension?

Opinion #2:

Yes. If Lawyer’s disciplinary suspension is stayed, she is permitted to practice law. Therefore, inclusion of Lawyer’s name in the firm name, firm signage, letterhead, all forms of advertisement, and the firm website is not false or misleading in violation of Rule 7.1, and does not violate other State Bar rules.

Should the suspension become active and Lawyer is no longer permitted to practice law, Lawyer’s name must be removed from the firm name, firm signage, letterhead, all forms of advertisement, and the firm website. See Opinion #1.

Inquiry #3:

Lawyer is administratively suspended for failure to pay State Bar membership dues and/or failure to satisfy the continuing legal education (CLE) requirements of State Bar membership. Must Lawyer’s name be removed from the firm name?

Opinion #3:

Yes. Whenever a member of the North Carolina State Bar fails to fulfill an administrative obligation of membership in the State Bar, the member is subject to administrative suspension. 27 N.C. Admin. Code 1D, Rule .0903. However, unlike a disciplinary suspension, administrative suspensions can be cured within a relatively short period of time. See 27 N.C. Admin. Code 1D, Rule .0904(f) (Reinstatement by Secretary of the State Bar). As noted in the Scope section, the Rules of Professional Conduct are rules of reason. Rule 0.2, Scope. It would be impractical and expensive for a firm to remove a lawyer’s name from the firm name, firm signage, letterhead, all forms of advertisement, and the firm website if the administrative suspension is of limited duration. Therefore, provided Lawyer is reinstated to active status within a reasonable period of time not to exceed three months from the effective date of the administrative suspension, it is not a violation of Rule 7.1 or Rule 7.5 for Lawyer’s name to remain in the firm name, firm signage, letterhead, all forms of advertisement, and the firm website.