Can an out-of-state lawyer who is not licensed in Nevada act as in-house counsel for a multijurisdictional company doing business in Nevada?
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This page answers the general question as of 2020. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
The Committee addressed three questions about an in-house attorney at a multijurisdictional corporation that is incorporated outside Nevada, has the bulk of its operations outside Nevada, and whose lawyer is licensed elsewhere (not in Nevada) and resides outside Nevada.
On the first question, the Committee concludes that this in-house work may fall within the exception in NRPC 5.5(b)(3), which permits a lawyer admitted and in good standing elsewhere to act on behalf of an employer-client and its commonly owned affiliates in matters related to the employer's business, provided the lawyer acts in Nevada only on an occasional basis and not as a regular or repetitive course of business. Subsection (d) bars the lawyer from establishing a "regular presence" in Nevada or holding out as admitted there. To stay within the exception, the Committee advises the lawyer to refrain from appearing before Nevada courts or regulatory agencies (except as a company representative alongside Nevada-admitted counsel), signing Nevada pleadings, and rendering or signing legal opinions on Nevada law.
On the second question, the Committee concludes that such an attorney should file the report required by NRPC 5.5A(c), because NRPC 5.5A applies to a lawyer not admitted in Nevada who provides legal services for a Nevada client (which includes a business entity doing business in Nevada) on transactional or extra-judicial matters substantially related to Nevada.
On the third question, the Committee concludes that SCR 49.1 makes no provision for waiving any requirement of limited-practice certification, including the residency requirement of subsection (2)(f). An out-of-state in-house attorney who resides outside Nevada therefore does not qualify for limited-practice certification under SCR 49.1, but may still perform in-house duties under the NRPC 5.5(b)(3) exception.
In practice
Under this opinion, an out-of-state in-house lawyer for a multijurisdictional company can support the company's Nevada-related business under the NRPC 5.5(b)(3) exception without Nevada admission, but only if the lawyer's Nevada activity stays occasional and the lawyer does not create a regular Nevada presence or hold out as admitted. Per the opinion, the lawyer should avoid Nevada court and agency appearances, signing Nevada pleadings, and opining on Nevada law, and should file the NRPC 5.5A(c) report. The opinion also makes clear that residency is required for SCR 49.1 limited-practice certification and cannot be waived, so the 5.5(b)(3) exception, not certification, is the path for a nonresident in-house lawyer.
Common questions
Q: Can a lawyer who is not licensed in Nevada be in-house counsel for a company doing business in Nevada?
A: Yes, within limits. The opinion concludes the lawyer may fall within the NRPC 5.5(b)(3) exception for occasional in-house work, provided the lawyer does not establish a regular Nevada presence or hold out as admitted in Nevada.
Q: What should the out-of-state in-house lawyer avoid doing?
A: Per the opinion, the lawyer should not appear before Nevada courts or regulatory agencies (except as a company representative with Nevada-admitted counsel), sign Nevada pleadings, or render or sign legal opinions on Nevada law.
Q: Does the lawyer have to register or report anything?
A: Yes. The opinion concludes the lawyer should file the report required under NRPC 5.5A(c), because the work is for a Nevada client on matters substantially related to Nevada.
Q: Can a nonresident in-house lawyer get a residency waiver to be certified under SCR 49.1?
A: No. The opinion concludes SCR 49.1 provides no waiver of its requirements, including residency, so a nonresident in-house lawyer cannot obtain limited-practice certification and instead relies on the NRPC 5.5(b)(3) exception.
Background and rules framework
The opinion interprets Nevada RPC 5.5 (unauthorized and multijurisdictional practice), specifically the 5.5(b)(3) exception for in-house counsel and the 5.5(d) limits on regular presence and holding out, corresponding to Model Rule 5.5. It applies the registration and reporting requirements of NRPC 5.5A and the limited-practice certification rules of Nevada Supreme Court Rules 49 and 49.1.
Citations and references
Rules of Professional Conduct:
- Nevada RPC 5.5 / Model Rule 5.5 (unauthorized and multijurisdictional practice; 5.5(b)(3) in-house exception; 5.5(d) limits)
- Nevada RPC 5.5A (registration and reporting for out-of-state lawyers serving Nevada clients)
Court rules:
- Nevada S.C.R. 49 (authority over admission to practice)
- Nevada S.C.R. 49.1 (limited-practice certification, including in-house counsel; residency requirement)
Cases:
- In re Lerner, 124 Nev. 1232, 197 P.3d 1067 (2008), the practice of law is determined case by case
- State v. State Bar of Nevada, No. 72321, 399 P.3d 328 (Nev. May 17, 2017), Board of Governors' authority over admission
See also
- NV Ethics Op. 59: Coworking Office Space and SCR 42.1
- NJ ACPE Op. 742: Non-NJ Lawyers Working Remotely from a NJ Home
- ABA Formal Op. 495: Lawyers Working Remotely
Source
- Landing page: https://nvbar.org/for-lawyers/ethics-discipline/ethics-opinions/
- Original PDF: https://nvbar.org/wp-content/uploads/Ethics-Opinion-57_Licensing-of-In-House-Counsel-for-Multinational-Corporations-Based-in-NV.pdf
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