Can I form an 'independent partnership' with a Connecticut law firm that's organized as a professional corporation but isn't licensed to practice in Rhode Island?
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This page answers the general question as of 1988. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
An attorney asked the panel whether he could form "an independent partnership" with a law firm organized as a professional corporation under Connecticut law.
The panel quoted DR 3-101(B), which bars a lawyer from practicing law in a jurisdiction where doing so would violate that jurisdiction's regulations of the profession, and Rhode Island Supreme Court Rule 41(b), which bars a professional service corporation from practicing law in Rhode Island unless and until it applies for and receives a license under the Professional Service Corporation Law. Because the Connecticut firm was not organized under Rhode Island's professional service corporation statute (R.I.G.L. 1956 (1985 Reenactment) Section 7-5.1-1 et seq.), the panel found it could not practice law in Rhode Island. On that basis, the panel concluded the inquiring attorney could not enter the described relationship, because doing so would violate DR 3-103(A), which bars a lawyer from forming a partnership with a non-lawyer if any of the partnership's activities consist of the practice of law.
Currency note
This opinion was issued in 1988, before the Rhode Island Supreme Court's adoption of the 2007 revisions to the Rules of Professional Conduct, and it applies the ABA Model Code of Professional Responsibility's Disciplinary Rules then in effect. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance.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: Can I partner with an out-of-state law firm organized as a professional corporation if it isn't licensed to practice in Rhode Island?
A: No. The opinion holds that an unlicensed out-of-state professional corporation may not practice law in Rhode Island, so partnering with it would violate DR 3-103(A)'s bar on partnering with a non-lawyer entity in the practice of law.
Q: What would the out-of-state firm need to do to fix this?
A: Per the opinion, the firm would need to apply for and receive a license to operate under Rhode Island's Professional Service Corporation Law, as required by Rhode Island Supreme Court Rule 41(b).
Background and rules framework
The opinion applies DR 3-101(B) and DR 3-103(A) of the ABA Model Code of Professional Responsibility, then in force in Rhode Island, together with Rhode Island Supreme Court Rule 41(b) and the state's Professional Service Corporation Law, governing when an out-of-state professional corporation may practice law in Rhode Island and when a lawyer may partner with it.
Citations and references
Rules of Professional Conduct:
- RI DR 3-101(B) (practicing law in a jurisdiction in violation of that jurisdiction's regulations)
- RI DR 3-103(A) (bar on forming a partnership with a non-lawyer engaged in the practice of law)
Statutes:
- R.I.G.L. 1956 (1985 Reenactment) Section 7-5.1-1 et seq. (Professional Service Corporation Law)
- Rhode Island Supreme Court Rule 41(b) (licensing of professional service corporations to practice law)
Cases:
- None cited.
Other opinions cited:
- None cited.
See also
Source
- Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
- Original PDF: https://www.courts.ri.gov/Opinions/EAP%2088-07.pdf
Original opinion text
Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.
DIGEST OF ETHICS ADVISORY PANEL
Opinion #88-7, Request #4
ISSUED MAY 13, 1988
An attorney seeks Panel advice as to whether it is permissible under the Code of Professional Responsibility for him to form "an independent partnership" with a law firm organized as a professional corporation under Connecticut law.
Disciplinary Rule 3-101(B) provides:
A lawyer shall not practice law in a jurisdiction where to do so would be in violation of regulations of the profession in that jurisdiction.
Rhode Island Supreme Court Rule 41(b) provides:
A professional service corporation may not engage in the practice of law unless and until it applies to and receives from this court a license to operate under the Professional Service Corporation Law and only so long as such license remains in good standing.
The Panel takes the position that since the Connecticut law firm organized as a professional corporation was not organized under R.I.G.L. 1956 (1985 Reenactment) Section 7-5.1-1 et seq. it may not practice law in this state.
Thus, the inquiring attorney may not enter the relationship he has described. To do so would be a violation of DR 3-103(A), which provides that
"[a] lawyer shall not form a partnership with a non-lawyer if any of the activities of the partnership consist of the practice of law."
Ethics Advisory Panel advice is protective in nature. There is no requirement that an attorney abide by a Panel opinion, but if he or she does, he or she is fully protected from any charge of impropriety.
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