Can two solo New York lawyers, each practicing as a PLLC, form a law firm by creating a joint venture of their PLLCs?
NY State Bar Ethics Opinion 944: Joint venture of two PLLCs as a law firm
Short answer: Two solo practitioners, each practicing as a PLLC, may form a law firm by creating a joint venture of their PLLCs, using a name like "Smith and Jones" followed by a notation disclosing that it is a joint venture of the two PLLCs.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the New York State Bar Association'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
Two solo practitioners, each practicing as a professional limited liability company (PLLC), want to collaborate on cases and share profits without forming a partnership, by creating a joint venture of their PLLCs under the name "Smith and Jones," followed by the notation "A Joint Venture of John Smith, Attorney At Law, PLLC and Jane Jones, Attorney At Law, PLLC." The committee concludes that, on the facts given, the arrangement is permissible.
The committee first confirms that two PLLCs may be the owners or participants in the entity, citing N.Y. State 861 (2011) (a New York PLLC law office may have another PLLC as an owner). It surveys opinions from other jurisdictions allowing this kind of joint venture, including Florida Opinion 93-6, South Carolina Opinion 05-102, and Pennsylvania Opinions 90-21 and 2005-90, several of which stress that the letterhead and firm name must reflect the true nature of the relationship. Pennsylvania 90-21 read Rule 7.5(a) with Rule 7.1(a) to require each firm to disclose that it practices in a joint venture, and read Rule 7.5(d) to mandate disclosure of the true nature of the relationship; the committee notes that is precisely what the inquiring lawyer proposes.
The committee then turns to New York Rule 1.0(h), which defines "firm" broadly and non-exhaustively, quoting Simon's treatise that the word "firm" has a "chameleon quality and changes with the context." It flags the practical stake: under Rule 1.10(a), conflicts under Rules 1.7, 1.8, and 1.9 are imputed to lawyers "associated in a firm," so the definition of firm is crucial for conflicts analysis. Because the inquiry acknowledges that the two solos would be "forming a law firm" with all attendant consequences, the committee answers the question yes, with the caveat that the name disclose the joint venture, and solely as to the Rules of Professional Conduct (it does not address the legal effect of the structure on the PLLCs or attorneys).
In practice
The opinion holds that, under the New York rules as they stood in 2012, two PLLCs may form a joint venture functioning as a law firm, provided the firm name and letterhead disclose the joint-venture relationship per Rules 7.5(a), 7.5(d), and 7.1(a). The committee identifies the controlling consequence as the firm-definition point: the venture is a "firm" under Rule 1.0(h), so conflicts are imputed across both PLLCs under Rule 1.10(a). The committee expressly limited its answer to the ethics rules and did not opine on the structure's legal effects.
Common questions
Q: Can two solo PLLCs practice together without forming a partnership?
A: Yes. Per paragraphs 3 and 13, the committee permits a joint venture of two PLLCs functioning as a law firm, citing N.Y. State 861 that a PLLC may have another PLLC as an owner.
Q: What must the firm name disclose?
A: The true nature of the relationship. Per paragraphs 6 and 7, Rules 7.5(a), 7.5(d), and 7.1(a) require disclosure that the practice is a joint venture, as the proposed "A Joint Venture of ... PLLC and ... PLLC" notation does.
Q: Does the joint venture count as one "firm" for conflicts?
A: Yes. Per paragraph 10, the venture is a "firm" under Rule 1.0(h), and Rule 1.10(a) imputes Rule 1.7, 1.8, and 1.9 conflicts to lawyers associated in a firm.
Background and rules framework
The opinion interprets New York Rule 1.0(h) (Model Rule 1.0, the definition of "firm"), Rule 7.5(a) and (d) (Model Rule 7.5, firm names and disclosure of the nature of a relationship), and Rule 7.1(a) (Model Rule 7.1, communications about a lawyer's services). It connects the firm definition to Rule 1.10(a) imputation of conflicts under Rules 1.7, 1.8, and 1.9.
Citations and references
Rules of Professional Conduct:
- MR 1.0 / NY Rule 1.0(h) (definition of "firm")
- MR 7.5 / NY Rule 7.5(a), (d) (firm names; disclosing the nature of the relationship)
- MR 7.1 / NY Rule 7.1(a) (communications about a lawyer's services)
Other opinions cited:
- N.Y. State 861 (2011): a New York PLLC law office may have another PLLC as an owner.
- Florida Op. 93-6, South Carolina Op. 05-102, Pennsylvania Op. 90-21 and 2005-90: permitting law-firm joint ventures with disclosure of the relationship.
See also
- NY State Bar Op. 1003: Firm name using middle initials and surname
- NY State Bar Op. 1023: Of counsel to an out-of-state firm with a trade name
- NY State Bar Op. 1008: Suing an entity the firm once represented
Source
- Landing page: https://nysba.org/ethics-opinion-944/