Can one lawyer represent several individuals together in forming a corporation or partnership?
Apply this to your situation
This page answers the general question as of 2026. Ezel answers yours: whether it's allowed on your facts, under the current Oregon Rules of Professional Conduct, with citations.
Plain-English summary
Three individuals, A, B, and C, want to form a corporation or partnership and ask one lawyer to represent all three. The opinion frames this as a potential current-client conflict under Oregon RPC 1.7 and concludes the answer turns on the parties' actual interests, which the lawyer must assess.
The opinion explains that a lawyer may represent multiple current clients in a matter without informed consent if no Oregon RPC 1.7 conflict is present; if a conflict is present, the lawyer must determine whether it is waivable or nonwaivable. Under Oregon RPC 1.0(h), the lawyer is charged with knowledge of facts the lawyer knew or should have known that bear on the existence of a conflict, and the nature of a conflict can change over time: a situation with no conflict can become a waivable conflict (continuing only with consent based on full disclosure), and a waivable conflict can become a nonwaivable one (requiring withdrawal).
Applying that framework, the opinion concludes it cannot state, without more facts, whether or what type of conflict exists. If after the required inquiry the interests of A, B, and C appear consistent with no material divergence, no current-client conflict is present. If their interests are fundamentally antagonistic, a nonwaivable conflict could exist. In circumstances between those extremes, a waivable conflict could be present. A footnote cautions that the partnership-dissolution case In re Phelps does not mean any disagreement among would-be co-owners creates a nonwaivable conflict; people coming together to do business share a substantial common interest, unlike people seeking to go their separate ways.
In practice
The opinion holds that, under the current Oregon rules, joint representation in forming a business is a fact-driven question the lawyer must work through: assess the parties' interests, classify any conflict as none, waivable, or nonwaivable, and reassess as the matter develops. Per the opinion, the analysis turns on whether the co-owners' interests are consistent, somewhere in between, or fundamentally antagonistic, and the lawyer's duties shift if that picture changes. Verify the current text of Oregon RPC 1.7 before relying on any specific point.
Common questions
Q: Can one lawyer represent all the founders in setting up a company?
A: It depends. The opinion concludes that if the founders' interests are consistent with no material divergence after reasonable inquiry, there is no conflict and the lawyer may represent all of them.
Q: When does forming a company for co-owners become a conflict the lawyer cannot take on?
A: Per the opinion, if the parties' interests are fundamentally antagonistic, a nonwaivable conflict may exist, and the lawyer could not proceed even with consent.
Q: What if a conflict develops partway through the work?
A: The opinion concludes the analysis can change over time: if a no-conflict situation becomes a waivable conflict, the lawyer may continue only with consent based on full disclosure; if a waivable conflict becomes nonwaivable, the lawyer must withdraw.
Background and rules framework
The opinion interprets Oregon RPC 1.7 (current-client conflicts, and the waivable/nonwaivable distinction) as applied to joint representation of multiple business co-owners, with Oregon RPC 1.0(h) on a lawyer's charged knowledge of conflict facts, corresponding to Model Rule 1.7.
Citations and references
Rules of Professional Conduct:
- Oregon RPC 1.7 / Model Rule 1.7 (current-client conflicts)
- Oregon RPC 1.0(h) (knowledge of facts bearing on a conflict)
Cases:
- In re Harrington, 301 Or 18, 718 P2d 725 (1986)
- In re Johnson, 300 Or 52, 707 P2d 573 (1985)
- In re Griffith, 304 Or 575, 748 P2d 86 (1987)
- In re Phelps, 306 Or 508, 760 P2d 1331 (1988)
Other opinions cited:
- OSB Formal Ethics Op. No. 2005-86 (rev 2026) (representing husband and wife)
- OSB Formal Ethics Op. No. 2005-72 (rev 2026) (creditor of seller vs. buyer)
See also
- OSB Ethics Op. 2005-86: Representing Husband and Wife
- OSB Ethics Op. 2005-72: Conflict, Creditor of Seller vs. Buyer
- OSB Ethics Op. 2005-85: Identifying the Client (Corporations, Partnerships)
Source
- Landing page: https://www.osbar.org/ethics/toc.html
- Original PDF: https://www.osbar.org/_docs/ethics/2005-123.pdf
Get today's answer for your situation
You just read a 2026 opinion on this question. Ezel checks the current Oregon Rules of Professional Conduct and answers your specific situation, with citations.
Opens in Ezel Pro. Every answer cites the rules it relies on.