WSBA 1995

Can two lawyers form a professional service corporation under their joint names while otherwise practicing as separate sole practitioners?

Short answer: The committee was of the opinion that such an arrangement is not an entity contemplated by RPC 7.5, and that it would be misleading and a violation of RPC 8.4 to hold the lawyers out as partners when they are not in fact practicing law together as partners.

Apply this to your situation

This page answers the general question as of 1995. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.

Disclaimer: Advisory only. Not binding precedent.

About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked on this page) is the authoritative source for any reliance.

Plain-English summary

Two lawyers asked about establishing a professional service corporation that would operate under their joint names while, in all other respects, they would practice as sole practitioners. The committee was of the opinion that the proposed arrangement is not an entity contemplated by RPC 7.5.

The committee added that it would be misleading, and a violation of RPC 8.4, to hold themselves out as partners when they are in fact not practicing law together as partners.

Currency note

This opinion was issued in 1995, before the Washington State Bar Association's adoption of the 2006 revisions to the Rules of Professional Conduct. Subsequent rule amendments 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 Treat this page as historical context, not current guidance.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. RPC 7.5 corresponds to ABA Model Rule 7.5 (firm names and letterhead) and RPC 8.4 to ABA Model Rule 8.4 (misconduct).

Common questions

Q: Can two sole practitioners share a joint-name professional corporation?

A: The committee said the proposed arrangement is not an entity contemplated by RPC 7.5.

Q: Why would holding out under a joint name be a problem?

A: The committee said it would be misleading, and a violation of RPC 8.4, to hold the lawyers out as partners when they are not in fact practicing law together as partners.

Background and rules framework

The opinion applied RPC 7.5 (firm names and letterhead, corresponding to ABA Model Rule 7.5) and RPC 8.4 (misconduct, ABA Model Rule 8.4). The committee tied the conclusion to the gap between the public impression of a partnership and the reality that the lawyers practiced separately.

Citations and references

Rules of Professional Conduct:

ABA Model Rule 7.5 (firm names and letterhead); Washington RPC 7.5
ABA Model Rule 8.4 (misconduct); Washington RPC 8.4

Source

Landing page: https://ao.wsba.org/print.aspx?ID=694

Original opinion text

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

Advisory Opinion: 1613
Year Issued: 1995
RPC(s): RPC 7.5; 8.4
Subject: Establishment of professional service corporation using lawyers' joint names when practice as sole practitioners

The Committee reviewed your inquiry regarding establishment of a professional service corporation which would operate under your joint names, but in all other respects you would practice as sole practitioners. The Committee is of the opinion that your proposed business arrangement is not an entity contemplated by RPC 7.5, and that it would be misleading and a violation of RPC 8.4 to hold yourself out as partners when you are in fact not practicing law together as partners.

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