May a lawyers' professional corporation list its name ending in 'Inc.' in the telephone directory?

Plain-English summary

The committee was asked whether lawyers who are members of a professional corporation may list the corporation's name in the local telephone directory followed by the abbreviation "Inc." The Oklahoma Professional Corporation Act required the name of every professional corporation to end with "Corporation" or "Incorporated" or the abbreviations "Corp." or "Inc.", and allowed each regulating board to adopt further requirements as to names. The committee read that statute together with Disciplinary Rule 2-102(B) of the Code of Professional Responsibility, which bars practice under a trade name or a misleading name but allows the name of a professional corporation to contain "P.C." or "P.A." or similar symbols indicating the nature of the organization.

The committee concluded that such a corporation may properly be listed in the classified and alphabetical sections of the telephone directory covering the area where its office is located, and that the listing may end with either "Corp." or "Inc." It added two limits. First, if the corporation elects such a listing, it may not be further listed in the telephone directory in any other manner, though this does not preclude authorized individual listings of attorneys who are employees of the professional corporation. Second, any listing of a professional corporation is subject to the same restrictions as to appearance, style, content, location, and form that apply to listings for other law firms that are not professional corporations.

Currency note

This opinion was issued in 1971, under the Code of Professional Responsibility, before Oklahoma adopted the Oklahoma Rules of Professional Conduct (1988) and the later Ethics 2000 revisions. The advertising and firm-name premises underlying this opinion no longer reflect current law: the United States Supreme Court held in Bates v. State Bar of Arizona, 433 U.S. 350 (1977), that categorical bans on truthful lawyer advertising violate the First Amendment, and directory listing rules are treated very differently today. Treat this page as historical context, not current guidance.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: Could a lawyers' professional corporation use "Inc." in its directory listing?

A: Yes. The committee held the corporation may be listed in the classified and alphabetical sections for the area of its office, ending with either "Corp." or "Inc."

Q: Could the corporation also keep other directory listings?

A: No. If it elects such a listing, the committee said it may not be listed in any other manner, although individual lawyer-employees may still have their own authorized listings.

Q: Did the professional-corporation form relax the usual listing rules?

A: No. The committee held the corporation's listing is subject to the same restrictions on appearance, style, content, location, and form as listings for other law firms.

Background and rules framework

The opinion applied Disciplinary Rule 2-102(B) of the Code of Professional Responsibility, which prohibits practicing under a trade or misleading name but permits a professional corporation's name to carry symbols such as "P.C." or "P.A." indicating its organizational nature, read together with the Oklahoma Professional Corporation Act (18 Okla. Stat. 1961, Section 801 et seq.), which governs professional-corporation names. The opinion predates the Model Rules and made no Model Rule citation.

Citations and references

Rules of Professional Conduct:

• DR 2-102(B) (Code of Professional Responsibility): bars practice under a trade or misleading name; permits a professional corporation's name to contain symbols indicating the nature of the organization.

Statutes:

• Oklahoma Professional Corporation Act, 18 Okla. Stat. 1961, Section 801 et seq. (including Sections 803(c) and 807 on professional-corporation names and regulating boards).

See also

• Okla. Bar Ethics Op. 213: Practicing law as a professional corporation
• Okla. Bar Ethics Op. 261: Area-wide telephone directory listing
• Okla. Bar Ethics Op. 255: Telephone directory listing details

Source

• Landing page: https://www.okbar.org/ethics/ethics-opinion-no-263/

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

Adopted May 22, 1971

INQUIRY

An opinion has been requested as to whether it is permissible for lawyers who are members of a professional corporation to list in the local telephone directory the name of the professional corporation followed with the abbreviation "Inc.".

OPINION

The Oklahoma "Professional Corporation Act" 18 Okla.St.1961, § 801 et seq., requires at § 807 the name of every professional corporation organized under the Act to end with the words "Corporation" or "Incorporated" or the abbreviations "Corp." or "Inc.". The statute also provides that each of the "regulating boards" may by rule adopt further requirements as to the names of professional corporations organized to render a professional service within the jurisdiction of such "regulating board".

A "regulating board" is defined in § 803(c) as "the board which is charged with the licensing and regulation of the practice of the profession which the professional corporation is organized to render."

The Code of Professional Responsibility, Canon 2, Disciplinary Rules, DR 2_ 102(B) provides:

"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 such name, or a firm name containing names other than those of one or more of the lawyers in the firm, except that the name of a professional corporation or professional association may contain 'P.C.' or 'P.A.' or similar symbols indicating the nature of the organization, …"

The Code was adopted, with minor amendments not pertinent here, by the Oklahoma Supreme Court effective January 1, 1970. Supreme Court Orders SCBD 2212 and 2213 (40 OBAJ 2744, 2745).

It is, therefore, the opinion of the Committee that such a corporation may properly be listed in the classified and alphabetical sections of the telephone directory covering the area in which the corporation's office is located, and that such listing may end with either the abbreviation "Corp." or "Inc.".

If such a corporation elects to have such listings, it shall not be further listed in the telephone directory in any other manner. This limitation does not preclude authorized individual listings of attorneys who are employees of the professional corporation.

Any listing of a professional corporation is subject to the same restrictions as to appearance, style, content, location and form as are listings for other law firms which are not professional corporations.