Can a Texas solo lawyer's professional corporation use an assumed firm name that includes both the owner's name and the name of an employed (non-owner) associate?
Texas Ethics Opinion 640: Assumed Firm Name Including an Employed Lawyer
Short answer: Per the Committee, a professional corporation wholly owned by one lawyer may use an assumed name that includes the names of both the sole shareholder and an employed associate, so long as both lawyers actually provide the firm's legal services and share joint professional responsibility for them; that is not a prohibited trade name under Rule 7.01.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the Texas Disciplinary Rules of Professional Conduct and are persuasive authority. This summary is for research purposes only and is not legal advice. Verify current rules before acting on any specific guidance.
About this page: The plain-English summary and Q&A below were written by Ezel based on the official opinion. The opinion text is reproduced at the bottom; the official source (linked) controls.
Plain-English summary
The opinion considers a professional corporation, "Attorney A & Associates, P.C.," wholly owned by Attorney A, that wants to file an assumed-name certificate and operate as "A & B, Attorneys at Law," where Attorney B is an employed associate with no ownership interest. The stated facts are that Attorney A and Attorney B would fully share professional responsibility for providing legal services to the firm's clients and that all firm documentation would use the new name.
The opinion analyzes the question under Rule 7.01, which bars practicing "under a trade name, a name that is misleading as to the identity of the lawyer or lawyers practicing under such name, or a firm name containing names other than those of one or more of the lawyers in the firm," and under Rule 7.01(d), which bars holding oneself out as a partner, shareholder, or associate with other lawyers unless that is in fact the case. Drawing on Comment 1 to Rule 7.01 and on Commission for Lawyer Discipline v. C.R., the opinion frames the concern as names that falsely suggest lawyers have assumed joint professional responsibility when they have not.
Applying the rule, the opinion concludes that "A & B, Attorneys at Law" is not a prohibited trade name because the assumed name contains the names of lawyers who provide the firm's legal services (as shareholder and as associate) and because the two named lawyers have joint professional responsibility for the firm's legal services. The opinion relies on Opinion 529 (May 1999), which recognized that Rule 7.01 allows a firm name containing the names of one or more lawyers who practice or have practiced with the firm, together with words indicating that the firm provides legal services.
In practice
Under this opinion, and under the Texas rules as they stood in 2014, a single-lawyer professional corporation may operate under an assumed name that includes both the owner's name and the name of an employed associate when both lawyers actually deliver the firm's legal services and share joint professional responsibility for them. The opinion's analysis turns on whether the named lawyers in fact share that joint professional responsibility; that is the factor the Committee identifies as separating a permissible firm name from a misleading trade name.
Common questions
Q: Can a Texas solo's professional corporation use a firm name that names an employee who is not an owner?
A: Per Opinion 640, yes, if the employed lawyer actually provides the firm's legal services and the owner and the employee share joint professional responsibility for the firm's legal services.
Q: Is "A & B, Attorneys at Law" a prohibited trade name?
A: The opinion concludes it is not a prohibited trade name under Rule 7.01 on these facts, because the name contains the names of lawyers who provide the firm's services and who share joint professional responsibility.
Q: What is the controlling factor in the analysis?
A: The opinion holds that the key is whether the lawyers named in the firm name in fact share joint professional responsibility for the firm's legal services; a name that falsely suggests such shared responsibility would be misleading.
Background and rules framework
The opinion interprets Texas Disciplinary Rule of Professional Conduct 7.01, which in relevant part prohibits practicing under a trade name, under a name misleading as to the identity of the lawyers practicing under it, or under a firm name containing names other than those of lawyers in the firm, and 7.01(d), which prohibits holding oneself out as a partner, shareholder, or associate with other lawyers unless that is in fact true. Comment 1 to Rule 7.01 explains that trade names are generally considered inherently misleading and that other firm names can be misleading where they create a false impression that lawyers have assumed joint professional responsibility. In the ABA Model Rules numbering of the time, the firm-name provisions correspond to Model Rule 7.5 and the false-or-misleading-communications standard to Model Rule 7.1.
Citations and references
Rules of Professional Conduct:
- MR 7.1 (communications concerning a lawyer's services; false or misleading communications)
- MR 7.5 (firm names and letterheads)
- Texas Disciplinary Rule 7.01(a), 7.01(d) (trade names; holding out as partner, shareholder, or associate)
Cases:
- Commission for Lawyer Discipline v. C.R., 54 S.W.3d 506 (Tex. App.-Fort Worth 2001, pet. denied), defining "trade name" in construing Rule 7.01
Other opinions cited:
- Texas Professional Ethics Committee Opinion 478 (June 1991): trade names suggesting joint professional responsibility
- Texas Professional Ethics Committee Opinion 529 (May 1999): firm names containing names of lawyers who practice or have practiced with the firm
See also
- TX Ethics Op. 639: "Retired Judge" on Letterhead
- CA COPRAC Op. 1982-066: Single Trade Name for Associated Attorneys
- CA COPRAC Op. 2004-167: Firm Trade Names and Government Titles
Source
- Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-640/
- Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_640.pdf
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
QUESTION PRESENTED
May a Texas professional corporation that is wholly owned by one lawyer use an assumed name that includes the name of the sole shareholder and the name of a lawyer employed by the firm?
STATEMENT OF FACTS
Attorney A, the sole shareholder in a professional corporation named "Attorney A & Associates, P.C.," would like to include the name of Attorney B, an employed associate, in the assumed name of the firm, which is proposed to be "A & B, Attorneys at Law." In the proposed arrangement, Attorney B would have no ownership interest in the firm but Attorney A and Attorney B would fully share in the professional responsibility for providing legal services to the firm's clients. All of the firm's documentation, including letterhead, business cards, bank and operating accounts, would use the new firm name. To effectuate this arrangement, the professional corporation plans to file an assumed name certificate, in the manner provided by law, stating that the firm will be using the assumed name of "A & B, Attorneys at Law."
DISCUSSION
Rule 7.01 of the Texas Disciplinary Rules of Professional Conduct states, in relevant part:
" (a) A lawyer in private practice shall not practice under a trade name, a name that is misleading as to the identity of the lawyer or lawyers practicing under such name, or a firm name containing names other than those of one or more of the lawyers in the firm . . . .
. . . .
(d) A lawyer shall not hold himself or herself out as being a partner, shareholder, or associate with one or more other lawyers unless they are in fact partners, shareholders, or associates."
Comment 1 to Rule 7.01 sets forth the following explanation for the Rules limiting the names under which lawyers may practice:
"Trade names are generally considered inherently misleading. Other types of firm names can be misleading as well, such as a firm name that creates the appearance that lawyers are partners or employees of a single law firm when in fact they are merely associated for the purpose of sharing expenses. In such cases, the lawyers involved may not denominate themselves in any manner suggesting such an ongoing professional relationship as, for example, "Smith and Jones" or "Smith and Jones Associates" or "Smith and Associates." Such titles create the false impression that the lawyers named have assumed a joint professional responsibility for clients' legal affairs."
The Disciplinary Rules do not define the term "trade name." In Commission for Lawyer Discipline v C.R., 54 S.W.3d 506, 515 (Tex. App.-Fort Worth 2001, pet. denied), the court, in construing Rule 7.01, observed: "A trade name is a designation that is adopted and used by a person either to designate a good he markets, a service he renders, or a business he conducts."
Rule 7.01 is violated if lawyers who do not share joint responsibility within a firm for the representation of clients use a trade name that misleadingly indicates to the public that the lawyers have assumed joint professional responsibility for the firm's legal services. See Professional Ethics Committee Opinion 478 (June 1991).
In Opinion 529 (May 1999), this Committee recognized that the provisions of Rule 7.01
"allow a lawyer to practice under a firm name that contains names of one or more lawyers who practice, or have practiced, with the law firm together with words or symbols to indicate the nature of the organization or the fact that the firm provides legal services (rather than some other service or product)."
In the circumstances here considered, the assumed name of "A & B, Attorneys at Law" proposed to be used by the professional corporation is not a trade name in violation of Rule 7.01 since the assumed name contains the names of the attorneys providing legal services as shareholder or associate of the professional corporation and the two attorneys whose names are included in the assumed name have joint professional responsibility for the firm's legal services.
CONCLUSION
It is not a violation of the Texas Disciplinary Rules of Professional Conduct for a Texas professional corporation that is wholly owned by one lawyer to use an assumed name that includes the name of the sole shareholder and the name of a lawyer employed by the firm if the sole shareholder and the employee have joint professional responsibility for the professional corporation's legal services.
Tex. Comm. On Professional Ethics, Op. 640 (2014)