May a Korean law firm, as an entity, be a partner or member of a New York limited liability partnership that includes New York-licensed attorneys?
NY State Bar Ethics Opinion 1290: Foreign Law Firm as Partner of a New York LLP
Short answer: Per the Committee, whether New York's LLP statute permits a Korean law firm (as an entity) to be a member of a New York LLP is a question of law beyond the Committee's mandate. Assuming the substantive law permits it, the New York Rules of Professional Conduct do not prohibit the arrangement if the Korean lawyers' educational requirements are generally similar to New York's and the standards of professional conduct and discipline governing them are essentially compatible with New York's. The Korean partner firm would not practice New York law; its lawyers physically practicing in New York would need to consider 22 NYCRR §§ 523.1, 523.2, 521.1, and N.Y. Judiciary Law § 53(6).
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the New York 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
The inquiring Korean law firm proposed becoming a partner in a New York LLP that would include several New York-licensed attorneys as partners. The Korean firm would not practice New York law. The Committee addresses the ethics question; the underlying statutory question (whether the LLP statute permits a foreign firm as a member) is treated as a question of law beyond the Committee's jurisdiction, with a pointer to N.Y. Limited Liability Company Law § 121-1500.
On the ethics question, the Committee reads Rule 7.5(d), which by its terms allows partnerships between lawyers licensed in different jurisdictions if letterhead and listings disclose jurisdictional limitations. The rule does not directly answer whether a foreign law firm (rather than individual foreign lawyers) may partner with a New York firm. The Committee resolves the question by adapting its prior line on partnerships with individual foreign lawyers.
That line, summarized in N.Y. State 1072 (2015), permits a New York lawyer to partner with a foreign lawyer if (i) the foreign country's educational requirements are generally similar to New York's, and (ii) the standards of professional conduct and discipline governing the foreign lawyer are essentially compatible with New York's. The Committee cites N.Y. State 542 (1982) (British lawyer), 646 (1993) (Japanese Bengoshi), 762 (2003) (supervision of foreign lawyers), 806 (2007) (fee sharing with Italian firm), and 1072 (2015) (Japanese benrishi) for the analytical framework. The factual determination is the New York lawyer's responsibility.
The Committee notes its prior opinions on partnerships with foreign firms (N.Y. State 658 (Swedish firm) and 1250 (2023) (Italian firm)) did not directly address whether the foreign firm itself can be a member of a New York LLP, but extends the same comparability analysis to the entity-level question. Per the opinion, assuming state law permits foreign-firm membership, the same comparability conditions for the Korean lawyers satisfy the ethics question.
On in-New York practice, the Committee flags that lawyers from the Korean firm who provide advice on Korean law while physically in New York or to New York-located clients must consider 22 NYCRR § 523.1 (no systematic and continuous presence in New York for the practice of law absent authorization), 22 NYCRR § 523.2 (scope of temporary practice), N.Y. Judiciary Law § 53(6) (foreign legal consultants), and 22 NYCRR § 521.1 (licensing of foreign legal consultants). These are flagged for the inquirer's review; the Committee does not opine on the underlying statutory and regulatory requirements.
In practice
Under this opinion, conduct in which a Korean law firm partners with a New York LLP is not prohibited by the New York Rules of Professional Conduct, provided the New York lawyer in the partnership independently determines that the Korean lawyers' education and discipline regimes meet the comparability standards. Per the opinion, the comparability inquiry is the New York lawyer's responsibility and is fact-specific.
The opinion does not resolve the substantive LLP question or the regulatory questions about foreign lawyers physically practicing in New York. The Committee identifies the relevant New York provisions but does not opine on them.
Common questions
Q: Does Rule 7.5(d) by itself authorize partnership between a New York firm and a foreign law firm?
A: The opinion concludes Rule 7.5(d) addresses partnerships between lawyers licensed in different jurisdictions, including foreign jurisdictions (N.Y. State 542 (1982); 658 (1993)), but does not directly address an entity-level (firm-to-firm) partnership. The Committee extends the comparability analysis to the entity-level question by analogy.
Q: What does the New York lawyer have to determine before partnering with foreign lawyers?
A: Per the opinion, the New York lawyer must reach an independent conclusion that (i) the foreign country's educational requirements for admission are generally similar to those for New York attorneys, and (ii) the standards of professional conduct and discipline governing the foreign attorneys are essentially compatible with New York's standards.
Q: Does the Committee resolve whether the New York LLP statute permits a foreign firm to be a member?
A: No. The opinion concludes that question is beyond the Committee's jurisdiction. The Committee points to N.Y. Limited Liability Company Law § 121-1500 and to N.Y. State 1246 (2022) where the Committee similarly declined to construe the statute.
Q: What rules apply if Korean lawyers come to New York to advise on Korean law?
A: The opinion does not opine, but flags 22 NYCRR § 523.1, 22 NYCRR § 523.2, N.Y. Judiciary Law § 53(6) (foreign legal consultants), and 22 NYCRR § 521.1 as the regulatory framework the lawyers should consider.
Background and rules framework
The opinion interprets New York Rule 7.5(d) (partnerships between or among lawyers licensed in different jurisdictions, with jurisdictional-limitation disclosures). The Committee builds on a series of opinions on partnerships with non-U.S. lawyers, treating those opinions' two-prong comparability test as governing the question whether a foreign-firm partner is permissible from an ethics standpoint. The opinion points to but does not interpret N.Y. Limited Liability Company Law § 121-1500, 22 NYCRR §§ 523.1, 523.2, 521.1, and N.Y. Judiciary Law § 53(6).
Citations and references
Rules of Professional Conduct (New York):
- N.Y. Rule 7.5(d) (partnerships across jurisdictions; letterhead disclosure)
Statutes and regulations referenced (not interpreted):
- N.Y. Limited Liability Company Law § 121-1500
- 22 NYCRR § 523.1, § 523.2 (out-of-state lawyers' presence and temporary practice)
- 22 NYCRR § 521.1 (licensing of foreign legal consultants)
- N.Y. Judiciary Law § 53(6) (foreign legal consultants)
Other opinions cited:
- N.Y. State 542 (1982): British lawyer; first articulation of the comparability test.
- N.Y. State 646 (1993): Japanese Bengoshi; comparability test applied.
- N.Y. State 658 (1993): Swedish stock-company firm; ethics analysis assuming substantive law allows the arrangement.
- N.Y. State 762 (2003): supervision of foreign lawyers.
- N.Y. State 806 (2007): fee sharing with Italian law firm.
- N.Y. State 1072 (2015): Japanese benrishi; comparability test restated.
- N.Y. State 1246 (2022): partnership with non-U.S. partner; Committee declined to construe N.Y. Partnership Law § 121-1500.
- N.Y. State 1250 (2023): Italian law firm partnership question; comparability test confirmed.
See also
- TX Ethics Op. 704: Texas Lawyer Joining D.C. Firm with Nonlawyer Partner
- NY State Bar Op. 1291: NY Lawyer Participation in an Out-of-State ABS
- ISBA Op. 24-01: Local Counsel in IL Criminal Matters