Can a lawyer admitted only in New York practice at a New York office of a D.C.-based firm that uses a trade name, and may the New York office keep a surname-based name and advertise the affiliation?
NYSBA Ethics Opinion 1193: New York's Trade-Name Bar and an Out-of-State Firm
Short answer: The opinion concludes that a lawyer admitted only in New York may not practice in New York under a firm trade name, even if the trade name is permitted where the firm is organized, but the New York office may keep a surname-based name and may truthfully advertise its affiliation with the trade-named out-of-state firm.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the New York State Bar Association's view of New York's Rules of Professional Conduct and are persuasive authority. This summary is for research purposes only and is not legal advice. Verify current rules before acting on any specific guidance.
About this page: The plain-English summary and Q&A below were written by Ezel based on the official opinion. We do not reproduce the opinion text on this page; follow the linked source for the official text, which controls.
Plain-English summary
A lawyer admitted only in New York is a partner in a firm organized under District of Columbia rules; one other partner who practices principally in New York is admitted in both New York and D.C., and other partners practice elsewhere. The firm, currently named for its D.C. partners' surnames, is considering renaming itself "ABC Law PLLC," with "ABC" containing no current or former partner's surname, while keeping its New York office under the new name. The lawyer asks whether a New York lawyer may practice in New York under that name and whether the New York office may instead keep a surname-based name.
The opinion applies Rule 7.5(b) as it stood before the June 24, 2020 amendment, which barred practicing under a trade name or a name not made up of the surnames of current or former lawyers in the firm. A name lacking any partner's legal surname is a trade name under that rule. Citing N.Y. State 1179 (2020), 861 (2011), and 740 (2001), the committee restates that no circumstances let a New York lawyer ethically practice under a trade name in New York, even where another state in which the firm has offices permits it; so "ABC Law PLLC" is a prohibited trade name in New York. (New York later amended Rule 7.5(b) effective June 24, 2020 to permit trade names that are not false, deceptive, or misleading; see N.Y. State 1207 (2020).)
The committee adds three points. An out-of-state firm may own a New York firm only if it is owned entirely by attorneys with fees distributed only to attorneys, to satisfy Rule 5.4 (no non-lawyer ownership or fee-sharing), citing N.Y. State 1038 (2014). Under the Rule 8.5(b)(2) choice-of-law provision, a lawyer admitted in New York and another jurisdiction who principally practices in the other jurisdiction, where trade names are permitted, may be affiliated with (for example, of counsel to) a trade-named firm because the conduct principally occurs there, citing N.Y. State 1023 (2014). And the New York office may keep a name made of the surnames of current or past partners, including partners admitted only in D.C., and may truthfully state in advertising that the firm practices elsewhere under a permitted trade name, so the New York trade-name bar does not strip the firm of the goodwill in the new name.
In practice
Under this opinion, applying the pre-June-2020 version of Rule 7.5(b), a lawyer admitted only in New York could not practice in New York under a firm trade name even where the firm's home jurisdiction permitted it, though the New York office could keep a surname-based name and truthfully advertise its affiliation with the trade-named out-of-state firm. The opinion also holds that an out-of-state firm may own a New York firm only if entirely attorney-owned with fees to attorneys (Rule 5.4), and that a dual-admitted lawyer who principally practices in a trade-name jurisdiction may affiliate with a trade-named firm under the Rule 8.5(b)(2) choice-of-law analysis. New York amended Rule 7.5(b) effective June 24, 2020 to permit trade names that are not false, deceptive, or misleading; verify the current rule before relying on the trade-name prohibition stated here.
Common questions
Q: Could a New York-only lawyer practice under a firm trade name because the firm is D.C.-based?
A: Per the opinion (applying the pre-June-2020 rule), no; a New York lawyer could not practice in New York under a trade name even if it was permitted where the firm was organized.
Q: Could the New York office keep a name made of partners' surnames?
A: Per the opinion, yes, including the surnames of current or past partners admitted only in D.C., and the firm could truthfully advertise that it practices elsewhere under a permitted trade name.
Q: When can a dual-admitted lawyer affiliate with a trade-named firm?
A: Per the opinion, when the lawyer principally practices in the other jurisdiction that permits trade names; under Rule 8.5(b)(2) that jurisdiction's rules govern the conduct, which principally occurs there (citing N.Y. State 1023).
Q: Can an out-of-state firm own a New York firm?
A: Per the opinion, only if the out-of-state firm is owned entirely by attorneys and all fees go to attorneys, to comply with Rule 5.4's bar on non-lawyer ownership and fee-sharing.
Background and rules framework
The opinion interprets New York Rule 7.5(b) as it stood before the June 24, 2020 amendment (firm names and the trade-name prohibition), Rule 5.4 (professional independence and non-lawyer ownership), and Rule 8.5(b)(2) (choice of law). These correspond to ABA Model Rules 7.5, 5.4, and 8.5. New York amended Rule 7.5(b) effective June 24, 2020 to permit non-misleading trade names.
Citations and references
Rules of Professional Conduct:
- New York Rules of Professional Conduct 7.5(b) (pre-June 2020 version); 5.4; 8.5(b)(2)
- ABA Model Rules 7.5, 5.4, 8.5 (analogues)
Other opinions cited:
- N.Y. State 1179 (2020): no New York practice under a trade name
- N.Y. State 861 (2011); N.Y. State 740 (2001): trade-name prohibition
- N.Y. State 1038 (2014): out-of-state firm ownership and Rule 5.4
- N.Y. State 1023 (2014): dual-admitted lawyer affiliating with a trade-named firm
See also
- NY State Bar Op. 1207: Law Firm Trade Names After the 2020 Rule 7.5(b) Amendment
- NY State Bar Op. 1220: Separate Firms Forming a PLLC Trade Name
- NY State Bar Op. 1217: Keeping a Departed Partner's Name
Source
- Landing page: https://nysba.org/ethics-opinion-1193/