Can a lawyer run a law office and a separate non-law business the lawyer owns from the same office, sharing a receptionist and open-cubicle staff space?

Plain-English summary

The inquirer was both a licensed lawyer and a licensed real estate broker who wanted to run both businesses, two separate legal entities he solely owned, from one office. He would keep an enclosed, secure office for himself, while other employees sat in partially enclosed cubicles, the businesses would share one central entrance and one receptionist (for non-confidential duties), and each business would have its own exterior sign.

The committee concluded the arrangement is permissible in principle. Citing SC Ethics Advisory Opinion 93-37, it noted a lawyer may engage in the simultaneous practice of another profession so long as the lawyer meets the requirements of both, and the Rules therefore do not bar operating both from one office. But it repeated a caution from SC Opinion 95-30 (quoting ABA Formal Opinion 91-360) that "the absence of a prohibition does not eliminate the risks which are inherent in conducting a law practice and [another] business simultaneously."

The opinion directs attention to specific rules: confidentiality (Rule 1.6), conflicts of interest (Rule 1.7), business transactions with a client (Rule 1.8), and advertising (Rules 7.1 through 7.3). It identifies the inadvertent creation of an attorney-client relationship as a real concern, observing that, in the person of the lawyer, there is no convenient sign distinguishing the two roles the way the building's exterior signs distinguish the businesses.

On the office layout, the committee found the single shared receptionist and the open cubicle arrangement create risks: access to legal files by non-law-practice personnel, lack of privacy from partially enclosed cubicles, and inadvertent disclosure of privileged information. It tied these to the lawyer's duty under Rule 5.3(b) to make reasonable efforts to ensure non-lawyer assistants' conduct is compatible with the lawyer's professional obligations, and described the contemplated structure as "fraught with the danger of breaches of confidentiality."

In practice

Under this opinion, a lawyer who simultaneously runs the law practice and a separately owned non-law business from one office did not violate the Rules merely by the co-location, but remained fully responsible under Rules 1.6, 1.7, 1.8, 5.3, and 7.1 through 7.3. The committee identified the shared receptionist and open-cubicle staff space as the features carrying significant confidentiality and conflict risk, and pointed to Rule 5.3(b) as the source of the lawyer's responsibility for non-lawyer staff handling both businesses. It also flagged that the lawyer, unlike the building, cannot post a sign separating the two roles, so the inadvertent creation of an attorney-client relationship was a concern the lawyer must guard against.

Common questions

Q: Can I run my law office and a separate business I own out of the same suite?

A: Yes. The committee held the Rules do not bar operating a law practice and a separately owned business from the same office, following SC Opinion 93-37 on simultaneous practice of another profession.

Q: Can the two businesses share a receptionist?

A: The opinion treats it as permissible only for non-confidential duties and warns it creates real risk. The committee found a single shared receptionist and open layout raise confidentiality and conflict concerns the lawyer must address.

Q: Whose problem is it if a non-law employee sees a client's legal file?

A: The lawyer's. The committee tied the risk to Rule 5.3(b), which requires the lawyer to make reasonable efforts to ensure non-lawyer assistants act compatibly with the lawyer's professional obligations.

Q: Does co-locating the businesses by itself break a rule?

A: No. The opinion states the mere proximity of the activities does not, per se, create ethical violations; the hazards arise from how confidentiality, conflicts, and advertising are handled.

Background and rules framework

The opinion applies South Carolina's versions of Model Rules 1.6 (confidentiality), 1.7 (conflicts), 1.8 (business transactions with a client), 5.3 (responsibilities regarding non-lawyer assistants), and 7.1 through 7.3 (communications and solicitation). It builds on prior SC opinions 93-37 and 95-30 and on ABA Formal Opinion 91-360, which addressed the risks inherent in conducting a law practice and another business at the same time.

Citations and references

Rules of Professional Conduct:

• MR 1.6 / SC Rule 1.6 (confidentiality of information)
• MR 1.7 / SC Rule 1.7 (conflicts of interest)
• MR 1.8 / SC Rule 1.8 (business transactions with a client)
• MR 5.3 / SC Rule 5.3(b) (responsibilities regarding non-lawyer assistants)
• MR 7.1-7.3 / SC Rules 7.1-7.3 (communications about services; solicitation)

Other opinions cited:

• SC Ethics Advisory Opinion 93-37: simultaneous practice of another profession
• SC Ethics Advisory Opinion 95-30: risks of conducting a law practice and another business
• ABA Formal Opinion 91-360: risks inherent in operating a law practice alongside another business

See also

• Alabama Ethics Op. 1987-161: Dual professions, attorney and real estate broker
• SC Bar Ethics Op. 18-02: Chiropractor-funded advertising and reciprocal referrals

Source

• Landing page: https://www.scbar.org/for-lawyers/quicklinks/legal-resources/ethics-advisory-opinions/ethics-advisory-opinion-04-11/

Original opinion text

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

UPON THE REQUEST OF A MEMBER OF THE SOUTH CAROLINA BAR, THE ETHICS ADVISORY COMMITTEE HAS RENDERED THIS OPINION ON THE ETHICAL PROPRIETY OF THE INQUIRER’S CONTEMPLATED CONDUCT. THIS COMMITTEE HAS NO DISCIPLINARY AUTHORITY. LAWYER DISCIPLINE IS ADMINISTERED SOLELY BY THE SOUTH CAROLINA SUPREME COURT THROUGH ITS COMMISSION ON LAWYER CONDUCT.

Ethics Advisory Opinion 04-11

RULES 1.6, 1.7, 1.8, 5.3(b), AND 7.1-7.3

Facts
Lawyer is both a licensed attorney and real estate broker in South Carolina. Lawyer desires to open an office from which both his law office and his real estate practice, two distinct legal entities, would be operated. While the Lawyer would maintain an enclosed and secure office for himself, all other employees would be situated in partially enclosed cubicles in an office sharing arrangement. Access to the office would be through one central exterior door. The Lawyer would be the sole owner of both and does not contemplate doing real estate closings in the law practice. Use of one receptionist is contemplated for duties of a non-confidential basis. Distinct names of both businesses would be on the exterior of the building.

Questions
May a practicing lawyer operate his law practice and a separately licensed other business owned solely by the lawyer from the same office? May a receptionist be shared? Are there any ethical prohibitions or limitations in such an arrangement?

Summary
A lawyer may practice law and operate another business from the same location. The lawyer must ensure that his obligations under the Rules of Professional Conduct are met. A shared receptionist and open air office for a law practice and another business present significant ethical hazards for the lawyer.

Opinion
In SC Ethics Advisory Opinion 93-37, we stated that an attorney admitted to practice in South Carolina may engage in the simultaneous practice of another profession so long as he meets the requirements of both professions. It would stand to reason then that the Rules of Professional Conduct would not proscribe the operation of those businesses from the lawyer’s office. However, in SC Ethics Advisory Opinion 95-30, we referred to ABA Formal Opinion 91-360 which stated that, “the absence of a prohibition does not eliminate the risks which are inherent in conducting a law practice and [another] business simultaneously.”

The lawyer should give specific attention to maintaining confidences of clients (Rule 1.6), conflicts of interest (Rule 1.7), entering into a business transaction with a client (Rule 1.8) and advertising (Rules 7.1 – 7.3). However, the mere proximity of the activities does not, per se, create ethical violations.

Another real concern is the inadvertent creation of an attorney-client relationship (Rule 1.2). As noted by Professors Wilcox and Crystal in their scholarly Annotated South Carolina Rules of Professional Conduct 2002 Edition, “An attorney-client relationship may arise in a variety of situations even without an engagement agreement and even if the attorney fails to recognize the existence of the relationship.” While each business may have a separate and distinct sign on the exterior of the building, no such convenient means of distinction are embodied in the person of the lawyer. As such, the lawyer must be careful not to engage in any conduct that could cause the client of his real estate brokerage business to reasonably believe that the lawyer represented them as well.

The use of a single receptionist for two businesses and the use of the open layout of the office for support staff create risks for the lawyer. The inquirer has noted that there may be confidentiality and conflict of interest issues. These issues include access to legal files by non-law practice personnel, lack of privacy due to the partially enclosed cubicles, and the inadvertent publication of privileged information. All are real concerns which must be addressed, particularly in light of the lawyer’s responsibility under Rule 5.3(b) to take reasonable efforts to ensure that the conduct of a non-lawyer assistant is compatible with the professional obligations of the lawyer. The contemplated structure is fraught with the danger of breaches of confidentiality.