Can a law firm professional corporation open a branch office under the name of an associate who has no equity in the firm?

Plain-English summary

A group of lawyers practicing as a professional corporation under the name "John Doe, P.C." wished to open a branch office staffed by Richard Roe, a lawyer-employee with no equity interest who had never been a partner of any predecessor firm. The committee was asked whether the corporation could open that branch under the name "Law Firm of Richard Roe," and answered no.

The committee noted at the outset that, while it does not resolve questions of law, Section 1512 of the Business Corporation Law forbids a professional corporation from using any word in its title that a partnership in the profession could not use, and that unlawful conduct is generally unethical (EC 1-5, DR 1-102(A)(4), DR 7-102(A)(8)). So if Section 1512 barred the name as a matter of law, its use would also be unethical. But even assuming the name were not illegal, the committee found its use misleading and inconsistent with the Code's firm-name provisions. EC 2-11 and DR 2-102(B) require a lawyer in private practice to use a designation containing the lawyer's own name, an employing lawyer's name, the names of partners, or, where permitted, a clearly designated professional corporation, and bar trade names or names misleading as to who practices under them (see also EC 2-13).

The committee accepted that a firm may establish a branch office (ABA Inf. 959, 1082), but held the branch cannot be a vehicle for deception. Where there is no true partner-like relationship between the firm's stockholders and the lawyer staffing the branch, using that lawyer's name for the branch is misleading. A relationship analogous to a genuine partnership requires a real sharing of profits, liabilities, and professional obligations (citing N.Y. State 175 on the elements of a genuine partnership). Richard Roe's status was that of an associate or mere lawyer-employee, not a partner: he did not share in the corporation's profits, liabilities, and obligations to the degree of those directing the practice, who would have supervisory control over him (EC 6-6; Business Corporation Law sec. 1505). Absent the corporate form his name could not appear in a firm title, and the committee held the corporate context did not change the result, because his subordinate position remained critical. The question was answered in the negative.

Currency note

This opinion was issued in 1978, before New York replaced the Code of Professional Responsibility with the Rules of Professional Conduct in 2009 (firm names and letterheads are now addressed in Rule 7.5, and the bar on false or 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 open a branch office at all?

A: Under this opinion, yes. The committee accepted that a law firm may establish a branch office; the problem was the proposed name, not the branch.

Q: Why couldn't the branch carry the associate's name?

A: Because the associate had no partner-like status, no genuine sharing of profits, liabilities, and obligations, so naming the branch for him would mislead about who practices there, contrary to DR 2-102(B) and EC 2-11.

Q: Did the professional corporation form change the analysis?

A: No. The committee held the associate's subordinate, non-equity position remained controlling notwithstanding the corporate context, and noted Business Corporation Law sec. 1512 might independently bar the name.

Background and rules framework

The opinion applied DR 2-102(B) and EC 2-11 and EC 2-13 (firm names that are not misleading), with EC 6-6 and Business Corporation Law secs. 1505 and 1512 on the associate's status and the limits on a professional corporation's name, reinforced by EC 1-5, DR 1-102(A)(4), and DR 7-102(A)(8) (unlawful conduct is unethical). The current Model Rule analogues are Rule 7.5 (firm names and letterheads) and Rule 7.1 (communications concerning a lawyer's services).

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 1-5, EC 2-11, EC 2-13, EC 6-6; DR 1-102(A)(4), DR 2-102(B), DR 7-102(A)(8)

Statutes:

• N.Y. Business Corporation Law secs. 1505, 1512 (professional corporations; corporate name)

Other opinions cited:

• N.Y. State 175 (1971): the elements of a genuine partnership
• ABA Inf. 959 (1966) and 1082 (1968): a firm may establish a branch office

See also

• NY State Bar Op. 509: A professional corporation as a law firm partner
• NY State Bar Op. 546: Branch office on a firm letterhead
• NY State Bar Op. 500: Listing nonlawyer employees on a firm letterhead

Source

• Landing page: https://nysba.org/opinion-495/