Can a CPA firm employ a lawyer to write wills, prepare returns, and administer estates for its accounting clients?

Currency note

This opinion was issued in 1989 under the former Ohio Code of Professional Responsibility, which was superseded by the Ohio Rules of Professional Conduct effective February 1, 2007. Treat this page as historical context, not current guidance.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 Ohio Rules of Professional Conduct (including Ohio Prof. Cond. R. 5.4 on professional independence and 5.5) before relying on any specific rule mentioned here.

Plain-English summary

The request asked whether a CPA firm could employ a practicing attorney to perform technical and legal services. The lawyer would keep his license, never present himself as a CPA, and would write trusts and wills, prepare individual, trust, pension, and estate tax returns, and administer estates for the firm's accounting clients.

The Board concluded that several Code provisions, taken together, prohibit the activity. Under DR 3-102(A), a lawyer may not share legal fees with a non-lawyer, and EC 3-8 provides that a lawyer should not practice law in association with a layman or otherwise share legal fees with a layman. DR 2-103(C) provides that a lawyer may not request a person or organization to recommend or promote the use of the lawyer's services. The Board added that a lawyer must not allow the desires of third persons to influence his independent professional judgment (EC 5-21), that an organization employing a lawyer may seek to further its own economic interests through the lawyer (EC 5-23), and that DR 5-107(B) bars a lawyer from permitting a person who recommends, employs, or pays him to direct or regulate his professional judgment. On that basis, the Board concluded that a lawyer may not be employed by a CPA firm to practice law for the firm's accounting clients.

Common questions

Q: Can an accounting firm hire a lawyer to do legal work for its clients?

A: Under this opinion, no. The Board concluded a CPA firm may not employ a lawyer to practice law for its accounting clients.

Q: Why was the arrangement prohibited?

A: The Board grounded the answer in the ban on sharing legal fees with non-lawyers (DR 3-102(A)), soliciting recommendations (DR 2-103(C)), and letting a non-lawyer employer direct the lawyer's professional judgment (DR 5-107(B)).

Background and rules framework

The opinion interprets the former Ohio Code of Professional Responsibility, DR 3-102(A) (no sharing legal fees with a non-lawyer), DR 2-103(C) (soliciting recommendations), and DR 5-107(B) (no direction of professional judgment by a non-lawyer who employs or pays the lawyer), with EC 3-8, EC 5-21, and EC 5-23.

Citations and references

Rules of Professional Responsibility (Ohio):

• Former Code of Professional Responsibility, DR 3-102(A), no fee-sharing with non-lawyers
• Former Code of Professional Responsibility, DR 2-103(C), soliciting recommendations
• Former Code of Professional Responsibility, DR 5-107(B), professional independence; EC 3-8, EC 5-21, EC 5-23

See also

• Ohio BPC Opinion 1989-004: Legal Services Board Setting Case Priorities
• Ohio BPC Opinion 1988-023: 'Of Counsel' and Dual-Profession Letterhead
• Ohio BPC Opinion 1989-002: Sharing Fees With a Suspended or Disbarred Lawyer

Source

• Landing page: https://ohioadvop.org/advisory-opinion-index/
• Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/04/Op-89-031.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 89-31
Issued October 13, 1989

[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.]

SYLLABUS: An attorney may not be employed by a certified public accountant's firm for the purposes of practicing law.

OPINION: We have before us your request for an opinion on whether a CPA firm may employ a practicing attorney to perform technical and legal services. You indicate the attorney would maintain his license to practice and would never present himself to be a CPA. The attorney would write trusts and wills; prepare individual, trust, pension and estate tax returns and administer estates for the firm's accounting clients.

There are several provisions in the Code of Professional Responsibility which, taken together, prohibit this activity. Under DR 3-102 (A), a lawyer shall not share legal fees with a non-lawyer. Ethical consideration 3-8 states that a lawyer should not practice law in association with a layman or otherwise share legal fees with a layman. Disciplinary Rule 2-103 (C) provides that a lawyer shall not request a person or organization to recommend or promote the use of his or her services.

In addition, a lawyer must not allow the desires of third persons to influence the independent judgment of the lawyer on behalf of his or her clients. Code of Professional Responsibility, EC 5-21. Ethical consideration 5-23 states that an organization employing a lawyer may seek, consciously or unconsciously, to further its own economic interests through the actions of the lawyers employed by it. Finally, DR 5-107 (B) states that lawyers shall not permit a person who recommends, employs, or pays them to render legal services for another to direct or regulate their professional judgment in rendering such legal services.

Based upon the foregoing, it is our opinion that a lawyer may not be employed by a CPA firm to practice law for the firm's accounting clients.

This is an informal, non-binding advisory opinion based upon the facts presented and limited to questions arising under the Code of Professional Responsibility.