Can an Ohio legal professional corporation include in its name an associate who is not a shareholder?
Ohio BPC Opinion 88-016: Non-Shareholder Associate's Name in a Legal Professional Corporation
Short answer: The Board concluded that the name of a legal professional corporation should not include the name of an associate who is not a shareholder, because the Governing Bar Rules limited the corporate name to active shareholders (and certain deceased, retired, or disabled attorneys) and because doing so could mislead the public into thinking the associate was a shareholder.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the Ohio Board of Professional Conduct'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. The opinion text is reproduced at the bottom; the official source (linked) controls.
Currency note
The Ohio Board of Professional Conduct flags this opinion as not current, because Governing Bar Rule III was amended after it issued (effective January 1, 1993 and November 1, 1995). It was issued in 1988 under the former Ohio Code of Professional Responsibility, which was superseded by the Ohio Rules of Professional Conduct effective February 1, 2007. Treat this page as historical context, not current guidance. Verify against the current Governing Bar Rules and Ohio Prof. Cond. R. 7.5 before relying on any specific rule mentioned here.
Plain-English summary
A lawyer asked whether he could add the name of an associate, who was not a principal or shareholder, to the name of his legal professional corporation.
The Board looked to Governing Bar Rule III, Section 2(A), which provided that the name of a legal professional association shall consist of the name of one or more active shareholders, or of one or more deceased, retired, or disabled attorneys associated with a predecessor, or both. Reading that rule, the Board concluded the lawyer should not add the associate's name. It added that under Ethical Consideration 2-12, a lawyer should avoid all possibilities of misleading persons about his professional status, and that listing a non-shareholder associate in the corporate name could mislead people into believing the associate was a shareholder. The Board noted that legal professional associations are subject to the Governing Bar Rules, the Code of Professional Responsibility, and Ohio Rev. Code Section 1785.01 et seq., and that shareholders must ensure the corporation's compliance.
Common questions
Q: Could the firm add a non-shareholder associate's name to the corporate name?
A: No. The Board concluded that under Governing Bar Rule III, Section 2(A), the corporate name was limited to active shareholders (and certain deceased, retired, or disabled predecessor attorneys), so a non-shareholder associate's name should not be added.
Q: What was the concern with including the associate's name?
A: Under former EC 2-12, a lawyer should avoid misleading people about his professional status. The Board reasoned that listing the associate in the corporate name could mislead persons into believing he was a shareholder.
Background and rules framework
The opinion applies Governing Bar Rule III, Section 2(A) (composition of a legal professional association's name) together with former EC 2-12 and DR 2-101(A) of the Ohio Code of Professional Responsibility (misleading communications about professional status). The current parallel on firm names and letterhead is Ohio Prof. Cond. R. 7.5 and Model Rule 7.5.
Citations and references
Rules of Professional Conduct:
- Gov. Bar R. III, Section 2(A) (Ohio), composition of a legal professional association's name
- Former EC 2-12, Ohio Code of Professional Responsibility
- Former DR 2-101(A), Ohio Code of Professional Responsibility
Statutes:
- Ohio Rev. Code Section 1785.01 et seq. (legal professional associations)
See also
- Ohio BPC Opinion 1988-019: Holding Out as a Partnership Without an Actual Partnership
- Ohio BPC Opinion 1988-023: "Of Counsel" Designation and Dual-Profession Practice
Source
- Landing page: https://ohioadvop.org/advisory-opinion-index/
- Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/03/Op-88-016.pdf
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
41 SOUTH HIGH STREET-SUITE 3370, COLUMBUS, OH 43215-6105
(614) 644-5800 FAX: (614) 644-5804
OFFICE OF SECRETARY
OPINION 88-016
Issued June 17, 1988
[CPR Opinion-provides advice under the Ohio Code of Professional Responsibility which is superseded by the Ohio Rules of Professional Conduct, eff. 2/1/2007.]
[Not current-subsequent rule amendments to Gov. Bar R. III, eff. Jan. 1, 1993 and Nov. 1, 1995.]
SYLLABUS: Under the Code of Professional Responsibility and the Governing Bar Rules of Ohio, the name of a legal professional corporation should not include the name of an associate who is not a shareholder in the corporation.
OPINION: We have before us your request for an advisory opinion on whether you may use the name of an associate in the name of your legal professional corporation. According to your letter, the associate whose name you propose to add to the name of your legal professional corporation is not a principal or shareholder in the corporation.
Guidance regarding your proposal may by found in the Supreme Court Rules for the Government of the Bar of Ohio. Rule III, Section 2(A) of the Governing Bar Rules states:
[t]he name of the legal professional association ...shall consist of the name of: (1) one or more of the active shareholders; or, (2) the name of one or more deceased, retired, or disabled attorneys who were associated with its individual, or partnership or corporate predecessor in the practice of law; or (3) both (1) and (2). ...The name of any active shareholder may be retained in the corporate name after his death, retirement or inactivity because of age or disability. ...
In order to comply with the Governing Bar Rule III, it is our opinion that you should not add the associate's name to the name of your legal professional corporation.
Furthermore, under Ethical Consideration 2-12 of the Code of Professional Responsibility, a lawyer should avoid all possibilities of misleading persons regarding his or her professional status. Representing your associate in the manner you propose may mislead persons into believing he is a shareholder in your legal professional corporation. Therefore, again we recommend you do not use the name of a non-shareholder associate in the name of your legal professional association.
Legal professional associations are subject to the discipline of the Supreme Court Rules for the Government of the Bar of Ohio and the Code of Professional Responsibility. Gov. Bar R. III, Sec. 3. It is the duty of all shareholders, directors and officers, on behalf of themselves, the association and all employees and agents of the corporation, to insure compliance with the Governing Bar Rules, the Code of Professional Responsibility and Sec. 1785.01 et. seq. of the Ohio Rev. Code. Id. Therefore, as a shareholder, you are required to comply with the above rules on behalf of your professional corporation.
In conclusion, it is our opinion, and you are so advised that in order to comply with the Governing Bar Rules and the Code of Professional Responsibility, you should not use the name of an associate, who is not a shareholder, in the name of your legal professional corporation.
This is an informal, non-binding advisory opinion based upon the facts as presented and limited to questions arising under the Code of Professional Responsibility.