Can a law firm based in a foreign country open a Texas office that gives advice only on that foreign country's law?

Plain-English summary

The inquiry described a law firm based in a foreign country, practicing that country's law, proposing to open a Texas office to practice solely the foreign country's law. One partner was licensed in Texas but would not be the resident lawyer in the Texas office, and the firm proposed not to hold its lawyers out as licensed in Texas.

The Committee concluded that operating a permanent office in Texas to render advice solely on the law of one or more foreign jurisdictions constitutes practicing law in Texas. It reasoned that, while representing clients in Texas courts on Texas law is plainly the practice of law, advising clients in Texas on legal matters or drafting legal documents in Texas under foreign law also constitutes the practice of law in Texas when carried on in a permanent Texas office. Persons regularly rendering such services in a Texas office must therefore be members of the State Bar of Texas, because the State Bar Act bars non-members from practicing law in the state and the Supreme Court has not promulgated rules permitting the practice at issue. The Committee added that, under DR 3-101(A), Texas lawyers may not aid non-lawyers (here, persons not licensed in Texas) in establishing and operating such an office even if it renders only foreign-law services.

Drawing on Opinion 400, the Committee said a foreign firm with a Texas office should have a registered agent for service of process and a resident partner licensed in Texas, and that if those requirements are met, DR 2-102(C) would allow the office to use the firm's foreign name provided the jurisdictions in which particular lawyers are licensed are clearly identified. It noted that these conclusions could be modified by applicable federal law, including any treaty between the United States and the foreign country.

Currency note

This opinion was issued in 1983, under the former Texas Code of Professional Responsibility, which the Texas Disciplinary Rules of Professional Conduct replaced effective January 1, 1990. The Disciplinary Rules have since been amended, and Texas never adopted the ABA's Ethics 2000 framework; the rules on multijurisdictional practice and foreign legal consultants have developed considerably since 1983. The closest current provisions are Texas Rule 5.05 (unauthorized practice of law) and Rule 7.01 (firm names and letterhead), with ABA analogs Model Rules 5.5 and 7.1. Subsequent rule changes 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: Is advising on foreign law from a permanent Texas office the practice of law in Texas?

A: Per the opinion, yes. The Committee concluded that operating a permanent Texas office to render advice solely on foreign law constitutes practicing law in Texas, so the persons doing so must be licensed in Texas.

Q: Can a foreign firm's Texas office use the firm's foreign name?

A: The Committee said it can, under DR 2-102(C), if the firm has a Texas registered agent and a resident partner licensed in Texas and the office clearly identifies the jurisdictions in which particular lawyers are licensed.

Q: May a Texas lawyer help set up such an office staffed by lawyers not licensed in Texas?

A: No. The Committee applied DR 3-101(A), which provides that a lawyer shall not aid a non-lawyer in the unauthorized practice of law, to bar Texas lawyers from helping non-Texas-licensed persons establish and operate such an office, even for foreign-law-only services.

Background and rules framework

The opinion interprets DR 2-102(C) (firm names and identification of lawyers' licensing jurisdictions for interstate or multistate firms) and DR 3-101(A) (aiding the unauthorized practice of law) of the former Texas Code of Professional Responsibility, together with the State Bar Act's prohibition on non-members practicing law. The closest current provisions are Texas Rule 5.05 and Rule 7.01, with ABA analogs Model Rules 5.5 and 7.1. The analysis turns on treating in-state foreign-law advice from a permanent office as the practice of law in Texas.

Citations and references

Rules of Professional Conduct:

• MR 5.5 (unauthorized and multijurisdictional practice of law); MR 7.1 (firm names and communications), as the modern analogs
• DR 2-102(C), DR 3-101(A) (former Texas Code of Professional Responsibility)

Statutes:

• State Bar Act, Tex. Rev. Civ. Stat. Ann. art. 320a-1, Section 10(a) (non-members prohibited from practicing law except as the Supreme Court permits)

Other opinions cited:

• Tex. Comm. on Professional Ethics, Op. 400 (1981): registered agent and resident Texas-licensed partner for a foreign or multistate firm's Texas office

See also

• TX Ethics Op. 438: Law Firm's Unsupervised Non-Lawyer CPA Doing Clients' Tax Work
• TX Ethics Op. 451: Municipal Judge Using Law Firm Letterhead With Litigants
• TX Ethics Op. 426: Listing a Non-Lawyer Investigator on a Firm's Outdoor Sign

Source

• Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-407/
• Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_407.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative. The section symbol, which did not render in the source HTML, is restored as the word "Section."

QUESTION PRESENTED

May a law firm located in a foreign country open an office in Texas to provide advice solely with respect to the laws of the foreign country in which the main office of the law firm is located?

DISCUSSION

A firm of attorneys located in a foreign country and practicing the law of the foreign country proposes to open an office in Texas for the purpose of practicing solely the law of the foreign country. One of the partners in the firm is an attorney licensed in Texas, but that partner will not be a resident lawyer in the Texas office. The firm, including the proposed office in Texas, will not practice Texas law and proposes not to hold the firm lawyers out as licensed to practice in Texas. The Texas office would serve the same clients and render the same services as the main office located in the foreign country.

It is the opinion of the Professional Ethics Committee that operating a permanent office in Texas for the purpose of rendering advice solely as to the law of one or more foreign jurisdictions constitutes practicing law in Texas. Although representation of clients in Texas courts on questions of Texas law unquestionably constitutes the practice of law in Texas, advising clients in Texas on legal matters or drafting legal documents in Texas under the laws of an applicable foreign jurisdiction also constitutes the practice of law in Texas. When such activities are carried on in a permanent office located in Texas, the person or persons conducting such activities must be licensed to practice law in Texas.

Accordingly, persons regularly rendering in a Texas office legal services solely under foreign law must be members of the State Bar of Texas. The State Bar Act, Tex.Rev.Civ.Stat.Ann. art. 320a-1, Section 10(a), provides in pertinent part that "[a]ll persons not members of the State Bar are prohibited from practicing law in this state except that the Supreme Court may promulgate rules and regulations prescribing the procedure for limited practice of law by attorneys licensed in another jurisdiction . . . ." The Supreme Court has not promulgated rules permitting the practice here in question by persons who are not members of the State Bar. In addition, for the reasons set forth in Opinion 400 of the Professional Ethics Committee (1981), a foreign law firm with an office in Texas should have a registered agent for service of process and must have a resident partner who is licensed to practice law in Texas. If these requirements are met, Disciplinary Rule 2-102(C), as promulgated by the Supreme Court of Texas effective September 1, 1982, would permit the Texas office to operate under the firm name used in the foreign country provided the jurisdictions in which particular lawyers are licensed to practice are clearly identified.

Under the Texas Code of Professional Responsibility, attorneys licensed to practice law in Texas may not assist unlicensed persons to practice law in Texas in violation of the State Bar Act. Disciplinary Rule 3-101(A) provides that "[a] lawyer shall not aid a non-lawyer in the unauthorized practice of law." Thus, under the Texas Code of Professional Responsibility, lawyers licensed to practice law in Texas may not aid persons not licensed to practice law in Texas to establish and operate a law office in Texas even if the law office renders services solely with respect to the laws of a foreign jurisdiction.

Because a law firm located in a foreign country is involved, the conclusions set forth above would be subject to possible modification under applicable federal law, including any applicable treaty between the United States and the foreign country concerned.

A law firm located in a foreign country may operate under its firm name an office in Texas to provide legal services solely with respect to the law of the foreign country provided that all persons regularly providing legal services in the Texas office are licensed to practice law in Texas and the jurisdictions in which particular firm lawyers are licensed to practice are clearly identified, and provided that the law firm has a registered agent for service of process in Texas and has a partner resident in the Texas office who is licensed to practice law in Texas. These requirements could be modified by federal statute or treaty.

CONCLUSION

A law firm located in a foreign country may operate under its firm name an office in Texas to provide legal services solely with respect to the law of the foreign country provided that all persons regularly providing legal services in the Texas office are licensed to practice law in Texas and the jurisdictions in which particular firm lawyers are licensed to practice are clearly identified, and provided that the law firm has a registered agent for service of process in Texas and has a partner resident in the Texas office who is licensed to practice law in Texas. These requirements could be modified by federal statute or treaty.

Tex. Comm. On Professional Ethics, Op. 407 (1983)