Can a professional corporation's name include a former partner or an of-counsel lawyer?

Plain-English summary

The committee was asked two naming questions: whether a professional legal corporation may include in its name a former partner who is now practicing law with another firm, and whether it may include a lawyer who acted "of counsel" to the predecessor partnership but was never a partner and will not become a shareholder.

On the first, the committee applied EC 2-11, which provides that the name of a partner who withdraws from a firm but continues to practice law should be omitted from the firm name to avoid misleading the public. Because the Code's provisions for law firms apply equally to professional legal corporations (under the Code's definitions), the corporation's name may not include the former partner who is practicing elsewhere.

On the second, the committee drew on ABA 330 (1972), which described the recognized category of "of counsel" and stated that the relationship must not be that of a partner, fellow member of a professional corporation, or employee. Given that distinct status, including in the corporate name a lawyer who only acted "of counsel" and will not be a shareholder would be misleading as to the identity of the lawyers practicing as members of the corporation, and therefore improper under DR 2-102(B). The committee limited its opinion to ethical considerations, leaving aside any prohibitions in the Business Corporation Law.

Currency note

This opinion was issued in 1975, before New York replaced the Code of Professional Responsibility with the Rules of Professional Conduct in 2009; firm-name questions, including those of professional corporations, are now governed by Rule 7.5, with the general bar on misleading communications in Rule 7.1. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can a firm keep a departed partner's name in its professional-corporation name?

A: Under this opinion, no, if that former partner continues to practice law elsewhere; EC 2-11 requires omitting the name to avoid misleading the public.

Q: Can an of-counsel lawyer's name be part of the corporation's name?

A: No. Per the opinion, because "of counsel" is a distinct status (not partner, member, or employee), including such a lawyer in the corporate name would misleadingly suggest he is a member, contrary to DR 2-102(B).

Background and rules framework

The opinion applied EC 2-11 (omitting a withdrawn partner's name) and DR 2-102(B) (firm and corporate names), and treated professional corporations the same as law firms under the Code's definitions. The current New York analogues are Rule 7.5 (firm names and letterheads) and Rule 7.1 (prohibition on false or misleading communications).

Citations and references

Rules of Professional Conduct:

• MR 7.1 (communications concerning a lawyer's services)
• MR 7.5 (firm names and letterheads)
• NY EC 2-11; DR 2-102(B), 2-102(A)(4)

Other opinions cited:

• ABA 330 (1972): the meaning and limits of the "of counsel" designation
• N.Y. State 262 (1972): firm-name composition

See also

• NY State Bar Op. 388: Practicing as both a firm partner and an individual
• NY State Bar Op. 403: Telephone-directory listing content
• NY State Bar Op. 401: Firm-prepared client newsletter attribution

Source

• Landing page: https://nysba.org/opinion-381/