After an Ohio lawyer goes on inactive registration status, can they keep their shares in a legal professional association and keep their name in the firm name?

Plain-English summary

The Board addressed two questions that arise when a shareholder in a legal professional association moves from active to inactive registration status. On the first, it concluded the attorney may not continue to hold shares. An inactive attorney is not authorized to practice law until reinstated (Gov. Bar R. VI §2), and both R.C. 1785.02, 1785.05, and 1785.07 and Gov. Bar R. III §3(B) require an equity holder in a legal professional association to be a person authorized to practice law. Inactive status fails that requirement.

On the second question, the Board concluded the association may not keep the inactive attorney's name in the firm name. It looked to DR 2-102(B), which bars misleading firm names and lets a firm keep only the names of lawyers in the firm or of deceased or retired members. Noting that the September 1995 amendment to Gov. Bar R. III §2 removed the old express requirements about which names a firm could use, the Board read DR 2-102(B) to grant special deference only to deceased and retired members, not to attorneys who go inactive for any of many reasons.

In doing so, the Board modified its earlier Opinion 91-18, which had allowed a firm to keep the name of an attorney granted inactive or retired status. It found that advice too broad: it had been given in the context of a long-established firm and a retiring partner, whereas inactive status can be sought for many reasons. The Board noted that retired status requires reaching age sixty-five, and that before then it is not too onerous to keep a license active to preserve the privilege of one's name in the firm name.

Currency note

The Ohio Board reports that this opinion was modified by Advisory Opinion 2020-07. It remains indexed here as research, but the modification means it is not current guidance in unmodified form. The Board also flags it as a "CPR Opinion" interpreting the former Ohio Code of Professional Responsibility, which was superseded by the Ohio Rules of Professional Conduct effective February 1, 2007.

This opinion issued in 1996. Treat this page as historical context, not current guidance. Verify against the current Ohio Rules of Professional Conduct, the current Rules for the Government of the Bar, and Opinion 2020-07 before relying on any specific rule mentioned here.

Common questions

Q: Can an inactive-status lawyer keep shares in a legal professional association?

A: No. The Board concluded an attorney with inactive registration status may not continue to hold shares, because Gov. Bar R. III §3(B) and Chapter 1785 require an equity holder to be authorized to practice law, which an inactive attorney is not.

Q: Can the association keep the inactive lawyer's name in the firm name?

A: No. The Board concluded the association may not keep that name, reading DR 2-102(B) to extend the special deference for continued use of a name only to deceased or retired members, not to attorneys who go inactive.

Q: How did this change Opinion 91-18?

A: The Board modified Opinion 91-18, finding its allowance to keep an inactive or retired attorney's name in a firm name too broad, because it had arisen in a retirement context while inactive status can be sought for many reasons.

Background and rules framework

The opinion interprets the former Ohio Code of Professional Responsibility DR 2-102(B) (firm names) together with the Rules for the Government of the Bar: Gov. Bar R. III §2 (association names), Gov. Bar R. III §3(B) (equity holders must be authorized to practice), and Gov. Bar R. VI §2 (inactive status), and R.C. Chapter 1785 (professional associations).

Citations and references

Rules of Professional Conduct:

• Former Ohio Code of Professional Responsibility DR 2-102(B)

Other authorities:

• Ohio Supreme Court Rules for the Government of the Bar, Rule III §2, §3(B); Rule VI §2
• Ohio Rev. Code 1785.02, 1785.05, 1785.07; 1701.05

Other opinions cited:

• Ohio BPC Ops. 91-18 (1991), 88-016 (1988)

See also

• Ohio BPC Op. 1995-001: "and Associates" in a Solo Practitioner's Firm Name
• Ohio BPC Op. 1991-018: Firm Name, Letterhead, and "Of Counsel" for Retired Attorneys
• Ohio BPC Op. 1988-016: Non-Shareholder Associate's Name in a Legal Corporation

Source

• Landing page: https://ohioadvop.org/advisory-opinion-index/
• Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/04/Op-96-003.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 96-3
                            Issued April 12, 1996
                         Modified by Adv. Op. 2020-07

[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 in a legal professional association formed
pursuant to Chapter 1785 of the Ohio Revised Code may not continue to
hold shares in the legal professional association after being granted inactive
registration status in Ohio. See Gov.Bar R. III §3(B); Gov.Bar R. VI §2.

A legal professional association formed pursuant to Chapter 1785 of the
Ohio Revised Code may not continue to use the name of an attorney in the
association’s firm name after the attorney is granted inactive registration
status in Ohio. See Gov.Bar R. III §2; DR 2-102(B).

This opinion modifies Opinion 91-18 (1991).

OPINION: This opinion addresses questions that arise when an attorney
shareholder in a legal professional association changes his or her
registration status from active to inactive.

    1. May an attorney in a legal professional association continue
       to hold shares in a legal professional association after being
       granted inactive registration status?
    2. May a legal professional association continue to use the
       name of an attorney in the association’s firm name after the
       attorney is granted inactive registration status?

Opinion 96-3 2

Question One

   May an attorney in a legal professional association continue to
   hold shares in a legal professional association after being
   granted inactive registration status?

An attorney granted inactive registration status in Ohio is not entitled to
practice law and may not hold himself or herself out as authorized to
practice law. These restrictions apply until the attorney requests and is
granted reinstatement of active status. See Gov.Bar R. VI §2.

An attorney authorized to practice as an active attorney under Gov.Bar R.
VI may practice law in Ohio through a legal professional association formed
pursuant to Chapter 1785 of the Ohio Revised Code. See Gov.Bar R. III §1.
By statute, a shareholder in a professional association must be licensed to
render the professional service.

  R.C. 1785.02. An individual or group of individuals each of
  whom is licensed or otherwise legally authorized to render the
  same kind of professional service within this state … may
  organize and become a shareholder, or shareholders, of a
  professional association.

The issuance, transfer, or sale of stock in a professional association is
restricted to persons who are duly licensed or otherwise legally authorized
to render the same professional service as that for which the association was
organized. See Ohio Rev. Code Ann. §§1785.05, 1785.07 (Baldwin 1994).

Under Rule III §3(B) of the Supreme Court Rules for the Government of the
Bar of Ohio, an equity holder in a legal professional association in Ohio
must be a person authorized to practice law. The rule in pertinent part
states:

  Gov. Bar R. III § 3(B) … An attorney shall not participate in a
  legal professional association, corporation, legal clinic, limited
  liability company, or registered partnership in which a member,
  partner, or other equity holder is a person not authorized to
  practice law in Ohio or elsewhere, except as permitted by DR
  5-107 of the Code of Professional Responsibility [fiduciary

Opinion 96-3 3

  representative of estate of lawyer may hold stock for a
  reasonable time during administration].

The requirement of Rule III that an equity holder of a legal professional
association be a person authorized to practice law is not met when an
attorney shareholder changes from active to inactive registration status. An
attorney with inactive registration status in Ohio is licensed to practice law,
but is not authorized to practice law. In conclusion, the Board advises that
an attorney in a legal professional association formed pursuant to Chapter
1785 of the Ohio Revised Code may not continue to hold shares in the legal
professional association after being granted inactive registration status in
Ohio. See Gov.Bar R. III §3(B); Gov.Bar R. VI §2.

Question Two

  May a legal professional association continue to use the name
  of an attorney in the association’s firm name after the attorney
  is granted inactive registration status?

Names of legal professional associations are governed under Rule III §2 of
the Supreme Court Rules for the Government of the Bar and DR 2-102(B)
of the Ohio Code of Professional Responsibility. Although not the focus of
this opinion, names of legal professional associations are also subject to
regulation under general corporation law and professional association law.
See Ohio Rev. Code Ann. §1701.05 (Baldwin 1994) and Chapter 1785
(Baldwin 1994).

Governing Bar Rule III was amended September 26, 1995, effective
November 25, 1995. Governing Bar Rule III §2 requires that the name of a
legal professional association comply with DR 2-102, R.C. §1701.05, and
end with the legend “Co., LPA” or the words “A Legal Professional
Association.” Beyond that, the rule provides little guidance as to names.

  Gov.Bar R. III §2. Name. The name of a legal professional
  association, corporation, legal clinic, limited liability company,
  or registered partnership shall comply with DR 2-102 of the
  Code of Professional Responsibility. The name of a legal
  professional association or legal clinic shall end with the

Opinion 96-3 4

  legend, “Co., LPA” or shall have immediately below it, in
  legible form, the words “A Legal Professional Association.”
  The name of a corporation, limited liability company, or
  registered partnership shall include a descriptive designation as
  required under sections 1701.05(A), 1705.05(A), or 1775.62,
  respectively, of the Revised Code.

In Opinion 88-016, the Board advised under the old rule that “the name of a
legal professional corporation should not include the name of an associate
who is not a shareholder in the corporation.” See Bd of Comm’rs on Griev
and Disc, Op. 88-016 (1988). The amended rule, unlike its predecessor,
contains no express requirement that the name of a legal professional
association consist of the name of one or more of the active shareholders
and or the name of one or more deceased, retired, or disabled attorneys
associated with its individual, partnership, or corporate predecessor in the
practice of law. Rule III no longer contains an express requirement that the
association remove from the association name the name of a shareholder
who becomes disqualified to practice law for any reason.

The Board must now look to DR 2-102(B) for guidance in answering the
question raised. Under DR 2-102(B), a firm may continue to use in its name
the names of deceased or retired members of the firm. The firm name must
not be misleading as to the identity of the lawyers practicing under the name
and must not contain names other than those of one or more of the lawyers
in the firm.

  DR 2-102(B) A lawyer in private practice shall not practice
  under a trade name, a name that is misleading as to the identity
  of the lawyer or lawyers practicing under the name, or a firm
  name containing the names other than those of one or more of
  the lawyers in the firm, except that the name of a professional
  corporation or association, legal clinic, limited liability
  company, or registered partnership shall contain symbols
  indicating the nature of the organization as required by
  Gov.Bar R. III. If otherwise lawful, a firm may use as, or
  continue to include in, its name the name or names of one or
  more deceased or retired members of the firm or of a
  predecessor firm in a continuing line of succession. A lawyer

Opinion 96-3 5

  who assumes a judicial, legislative, public executive, or
  administrative post or office shall not permit his or her name to
  remain in the name of a law firm or to be used in professional
  notices of the firm during any significant period in which the
  lawyer is not actively and regularly practicing law as a member
  of the firm, and during this period other members of the firm
  shall not use the lawyer’s name in the firm name or in
  professional notices of the firm.

In Opinion 91-18, the Board advised that “[a] firm name may continue to
include in its name, the name of a retiring attorney granted ‘retired
registration status’ or ‘inactive registration status,’ if included in the firm
name prior to the attorney being granted ‘retired registration status’ or
‘inactive registration status’.” That advice was offered in the context of a
retiring partner of a law firm with a long established firm name. However,
attorneys may seek inactive status for a variety of reasons, not just for the
purpose of retirement after long years of practice.

With this opinion, the Board is modifying Opinion 91-18 (1991). The
advice offered in Opinion 91-18 that the name of an attorney with inactive
registration status may continue in a firm name is too broad. DR 2-102(B)
grants special deference to deceased or retiring members of a firm by
allowing their names to continue in the firm name. This special recognition
should not be extended to attorneys who acquire inactive status for what
could be a multitude of reasons aside from retirement.

The Board acknowledges that retired registration status cannot be granted
until an attorney reaches the age of sixty-five. However, prior to reaching
age sixty-five, it is not too onerous a burden for an attorney to keep his or
her license active if he or she wishes the privilege of his or her name being
continued in a firm name.

In conclusion, the Board advises that a legal professional association
formed pursuant to Chapter 1785 of the Ohio Revised Code may not
continue to use the name of an attorney in the association’s firm name after
the attorney is granted inactive registration status. See Gov.Bar R. III §2;
DR 2-102(B). This opinion modifies Opinion 91-18 (1991).
Opinion 96-3 6

Advisory Opinions of the Board of Commissioners on Grievances and Discipline are
informal, nonbinding opinions in response to prospective or hypothetical questions
regarding the application of the Supreme Court Rules for the Government of the
Bar of Ohio, the Supreme Court Rules for the Government of the Judiciary, the
Code of Professional Responsibility, the Code of Judicial Conduct, and the
Attorney’s Oath of Office.