Can a Virginia law firm form a partnership with a foreign legal consultant who is treated as a nonlawyer and is not admitted to practice in any U.S. state?

Plain-English summary

The committee was asked whether a Virginia attorney could form a partnership with a foreign legal consultant (FLC), an attorney licensed and admitted to practice in another country and licensed as an FLC in a state other than Virginia, to practice law in Virginia. A predecessor UPL determination, UPL Opinion 195, had already deemed the FLC a nonlawyer under Virginia law, so the question reduced to whether a Virginia lawyer could partner with that nonlawyer.

The committee applied Rule 5.4, which bars a lawyer from sharing legal fees with a nonlawyer (5.4(a)) and from forming a partnership with a nonlawyer if any of the partnership's activities are the practice of law (5.4(b)). It distinguished settled authority allowing multijurisdictional firms among lawyers licensed in other U.S. states (LEOs 762, 858, 1026, 1342), reasoning that those associations are permissible because lawyers admitted elsewhere in the United States must meet the same or substantially similar educational, ethical, and regulatory requirements as Virginia lawyers. The committee noted that whether a particular FLC's foreign credentials and standards of professional conduct are comparable, and whether some state grants the FLC a limited practice status allowing partnership, are regulatory questions beyond its purview.

On the facts presented, the committee concluded it would be improper for a Virginia attorney to form a partnership or PLLC with an FLC, where any of the activities constitute the practice of law, when the FLC is not admitted to practice and in good standing in any U.S. state. The committee's reasoning followed LEO 1584, which held that a firm may not practice law in Virginia, even through a licensed Virginia bar member, if a nonlawyer is a partner.

Currency note

The Virginia State Bar withdrew this opinion on June 13, 2016, as reflected on the official source. The opinion was issued in 2000. Treat this page as historical context, not current guidance; subsequent rule amendments and the multijurisdictional-practice changes adopted since 2000 may have altered the analysis. Verify against current rules before relying on any specific rule or requirement mentioned here.

Common questions

Q: Could a Virginia lawyer partner with a foreign legal consultant who is not licensed in any U.S. state?

A: No, under this now-withdrawn opinion. The committee concluded that, where the FLC is a nonlawyer under Virginia's UPL rules and not admitted in any U.S. state, a partnership whose activities include the practice of law would be improper under Rule 5.4.

Q: Why are multijurisdictional firms among U.S.-licensed lawyers treated differently?

A: The committee reasoned that lawyers admitted in other U.S. states must meet the same or substantially similar educational, ethical, and regulatory requirements as Virginia lawyers, so partnering with them (with appropriate jurisdictional disclaimers) is permissible, unlike partnering with a person Virginia treats as a nonlawyer.

Q: Is this opinion still in effect?

A: No. The Virginia State Bar withdrew LEO 1743 on June 13, 2016. It is indexed here for research, not as current guidance.

Background and rules framework

The opinion interpreted Rule 5.4(a) (sharing fees with a nonlawyer) and Rule 5.4(b) (forming a law-practice partnership with a nonlawyer; successors to former DR 3-103(A) and DR 5-106(C)), together with Virginia's unauthorized-practice rules (Va. S. Ct. R., Part Six, Section I) and UPL Opinion 195's treatment of the FLC as a nonlawyer.

Citations and references

Rules of Professional Conduct:

• Virginia Rule 5.4(a), (b) (professional independence; partnership with a nonlawyer; former DR 3-103(A), DR 5-106(C))

Other opinions cited:

• Virginia UPL Opinion 195: a foreign legal consultant is a nonlawyer under Virginia law.
• Virginia LEO 1584: a firm may not practice law in Virginia, even through a licensed member, if a nonlawyer is a partner.
• Virginia LEOs 762, 858, 1026, 1342: multijurisdictional firms among U.S.-licensed lawyers are permissible with jurisdictional disclaimers.

See also

• VA LEO 1843: Patent Lawyer With a Non-Lawyer Agent
• VA LEO 1744: Pro Bono Court-Awarded Fees to a Nonprofit

Source

• Landing page: https://vsb.org/Site/about/rules-regulations/leo-opinions.aspx
• Original PDF: https://www.vsb.org/common/Uploaded%20files/LEOs/1743.pdf

Original opinion text

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

Withdrawn/June 13, 2016
Committee Opinion
April 13, 2000
LEGAL ETHICS OPINION 1743

VIRGINIA LAW FIRM FORMING
PARTNERSHIP WITH A FOREIGN
LEGAL CONSULTANT (FLC) WHEN
THE FLC IS A NONLAWYER UNDER
THE UNAUTHORIZED PRACTICE
RULES AND IS NOT LICENSED IN THE
U.S.

You have inquired whether a non-United States attorney, i.e., an attorney licensed and
admitted to practice in another country, and who is licensed in a state other than Virginia
as a Foreign Legal Consultant (FLC), would be considered a non-lawyer for purposes of
Virginia’s Unauthorized Practice of Law Rules. Va. S. Ct. R., Part Six, Section I. This
portion of your inquiry has been addressed in UPL Opinion 195.
Under the facts you have presented, and taking into consideration that UPL Opinion
195 deems the FLC to be a nonlawyer under Virginia law, you have asked the committee
to opine as to the propriety of a Virginia attorney forming a partnership with an FLC to
practice law in Virginia.
The Rules of Professional Conduct applicable to your inquiry are:
Rule 5.4 Professional Independence Of A Lawyer
(a) A lawyer or law firm shall not share legal fees with a nonlawyer, except that:
(1) an agreement by a lawyer with the lawyer's firm, partner, or associate may
provide for the payment of money, over a reasonable period of time after the lawyer's
death, to the lawyer's estate or to one or more specified persons;
(2) a lawyer who undertakes to complete unfinished legal business of a deceased,
disabled, or disappeared lawyer may pay to the estate or other representative of that
lawyer that portion of the total compensation that fairly represents the services
rendered by the deceased, disabled or disappeared lawyer; and
(3) a lawyer or law firm may include nonlawyer employees in a compensation or
retirement plan, even though the plan is based in whole or in part on a profit-sharing
arrangement.
(b) A lawyer shall not form a partnership with a nonlawyer if any of the activities of
the partnership consist of the practice of law.
The committee has previously opined, applying former DRs 3-103(A) [DR:3-103]and
5-106(C) [DR:5-106], that a law firm may not engage in the practice of law in Virginia,
1

Although some states may authorize the FLC to render advice on the law of the
country where the FLC is admitted to practice, this does not mean that those states have
also amended their laws or rules to permit FLCs to be partners in the law firms where
they practice.

Withdrawn/June 13, 2016
Committee Opinion
April 13, 2000
even if through a licensed Virginia Bar member, if a non-lawyer is a partner in the firm.
LE Op. 1584 (1994).
The ability of Virginia licensed lawyers to form partnerships or professional limited
liability companies with attorneys not licensed in Virginia, but licensed to practice
elsewhere in the United States, is well settled. LE Op. 762 (1986) (not improper to form
multi-jurisdictional law firm where all attorneys in the firm are licensed in various
jurisdictions but not all are licensed in Virginia or any other single jurisdiction); LE Op.
858, LE Op. 1026, LE Op. 1342 (establishment of multi-jurisdictional law firms is not
improper provided that appropriate denominations of jurisdictional limitations are
included in all communications of the firm). Such associations are permissible because
lawyers admitted to practice in states other than Virginia must adhere to the same or
substantially similar educational, ethical and professional regulatory requirements that
govern attorneys admitted to practice in Virginia.
In determining what status to accord the FLC, it would be necessary to evaluate the
similarity of the foreign legal consultant's educational requirements as well as the
compatibility of those standards of professional conduct and discipline to which the FLC
is required to adhere in the delivery of legal services. While some states may recognize
some form of limited practice status for a foreign legal consultant and permit it to partner
with licensed attorneys in that state, this is a regulatory issue beyond the purview of this
committee.1
In the facts you present, the committee believes that it would be improper for a Virginia
attorney to form a partnership or professional limited liability company with a foreign
legal consultant (FLC), if any of the activities constitute the practice of law, where the
FLC is not admitted to practice and in good standing in any state in the United States.
Committee Opinion
April 13, 2000

1

Although some states may authorize the FLC to render advice on the law of the
country where the FLC is admitted to practice, this does not mean that those states have
also amended their laws or rules to permit FLCs to be partners in the law firms where
they practice.