An out-of-state law firm organized as a professional corporation wants to open a Rhode Island branch office, and I would staff it as the Rhode Island-admitted lawyer. Is that permissible?

Plain-English summary

An attorney asked the panel about the propriety of an out-of-state law firm opening an office in Rhode Island. The firm was a professional association formed under the laws of its state of origin. The inquiring attorney, who was admitted to the Rhode Island Bar, would staff the firm's Rhode Island branch office.

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 out-of-state 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 that for the inquiring attorney to staff a Rhode Island office of the out-of-state firm would violate DR 3-101(A), which bars a lawyer from aiding a nonlawyer in the unauthorized 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, including Rhode Island's current multijurisdictional practice rules. Treat this page as historical context, not current guidance.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: I'm licensed in Rhode Island. Can I staff a Rhode Island branch office for an out-of-state firm organized as a professional corporation under another state's laws?

A: No, according to this opinion, unless the out-of-state firm has been licensed to operate as a professional service corporation in Rhode Island; otherwise staffing its office would violate DR 3-101(A).

Q: Why can't the out-of-state professional corporation practice in Rhode Island even though its lawyers are admitted elsewhere?

A: The opinion holds that under Rhode Island Supreme Court Rule 41(b), a professional service corporation may not practice law in Rhode Island until it applies for and receives a license under the state's Professional Service Corporation Law; the firm here had not done so.

Background and rules framework

The opinion applies DR 3-101(A) (barring a lawyer from aiding a nonlawyer in the unauthorized practice of law) and DR 3-101(B) (barring a lawyer from practicing where doing so violates that jurisdiction's regulation of the profession) of the ABA Model Code of Professional Responsibility, then in force in Rhode Island, together with Rhode Island Supreme Court Rule 41(b) governing licensure of professional service corporations.

Citations and references

Rules of Professional Conduct:

• RI DR 3-101(A) (aiding a nonlawyer in the unauthorized practice of law)
• RI DR 3-101(B) (practicing law where prohibited by that jurisdiction's regulations)

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) (licensure of professional service corporations)

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Opinion 88-13: Rhode Island-Admitted Lawyer Staffing an Unlicensed Out-of-State Firm's Rhode Island Branch Office: the panel addressed the identical fact pattern and reached the same holding two months earlier, in response to a different inquiry (Request #26).
• RI EAP Opinion 88-07: Independent Partnership With an Out-of-State Professional Corporation: a related question about affiliating with an out-of-state professional corporation.

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%2088-17.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 #88-17, REQUEST #19
Issued July 28, 1988

An attorney seeks Panel advice concerning the propriety of an out-of-state law firm opening an office in Rhode Island. The attorney advises the Panel that this out-of-state firm is a professional association formed pursuant to the laws of its state of origin. The attorney further advises the Panel that he is admitted to the Rhode Island Bar and that he would staff any Rhode Island branch office of the out-of-state firm in question.

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 remained in good standing.

Since the out-of-state 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. For the inquiring attorney to staff a Rhode Island office of an out-of-state law firm organized under professional corporation laws of its state of origin would constitute a violation of DR 3-101(A), which provides:

A lawyer shall not aid a nonlawyer in the unauthorized 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.