Can a lawyer co-own a nonlawyer-owned .com company that markets the firm's legal services online?

Plain-English summary

The inquirer asked whether it was ethical for a Washington lawyer and his firm to participate as owners in a company, with other owners presumably not lawyers, that would market the firm's legal services through a website based in New Mexico.

The committee laid out the rules the arrangement implicated. The sharing of fees by a lawyer with a nonlawyer is expressly forbidden by RPC 5.4(a). Engaging in the practice of law with nonlawyers is prohibited by RPC 5.4(b). An arrangement where a nonlawyer directs or regulates the lawyer's professional judgment is prohibited by RPC 5.4(c). Practicing law in states where the lawyer is not admitted may violate those jurisdictions' laws and thereby violate RPC 5.5(a).

The committee added that it was not clear the communication envisioned by RPC 1.2, 1.3, and 1.4 could or would occur, nor that answering client inquiries over the Internet would be sufficient to discharge the duty to act competently under RPC 1.1. Finally, leaving aside technology issues around confidentiality of Internet use, it appeared that nonlawyers not employed by the firm would have access to potentially confidential communications, which could violate RPC 1.6.

Currency note

This opinion was issued in 2000, 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 Treat this page as historical context, not current guidance.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.

Common questions

Q: Can a lawyer share fees or co-own a legal-services company with nonlawyers?

A: No. The committee said RPC 5.4(a) expressly forbids sharing fees with a nonlawyer and RPC 5.4(b) prohibits practicing law with nonlawyers, and that a nonlawyer directing the lawyer's professional judgment is barred by RPC 5.4(c).

Q: What did the committee say about marketing legal services across state lines online?

A: It said practicing law in states where the lawyer is not admitted may violate those jurisdictions' laws and thereby violate RPC 5.5(a).

Q: What confidentiality and competence concerns did the committee flag?

A: It said nonlawyers not employed by the firm would appear to have access to potentially confidential communications, which could violate RPC 1.6, and questioned whether answering inquiries over the Internet would discharge the duty of competence under RPC 1.1 or allow the communication contemplated by RPC 1.2, 1.3, and 1.4.

Background and rules framework

The opinion applies Washington rules that mirror their Model Rule counterparts: RPC 5.4(a)-(c) (Model Rule 5.4, professional independence and nonlawyer relationships), RPC 5.5(a) (Model Rule 5.5, unauthorized practice), RPC 1.6 (Model Rule 1.6, confidentiality), RPC 1.1 (Model Rule 1.1, competence), and RPC 1.2, 1.3, and 1.4 (Model Rules 1.2-1.4, scope, diligence, and communication). The committee treated the fee-sharing and nonlawyer-practice bars as categorical and the remaining rules as raising serious doubts about the proposed online arrangement.

Citations and references

Rules of Professional Conduct:

• Model Rule 5.4 / Washington RPC 5.4(a), 5.4(b), 5.4(c) (nonlawyer relationships; professional independence)
• Model Rule 5.5 / Washington RPC 5.5(a) (unauthorized practice of law)
• Model Rule 1.6 / Washington RPC 1.6 (confidentiality of information)
• Model Rule 1.1 / Washington RPC 1.1 (competence)
• Model Rules 1.2-1.4 / Washington RPC 1.2, 1.3, 1.4 (scope of representation; diligence; communication)

See also

• WSBA Ethics Op. 1831: Nationwide Internet Law Firm
• WSBA Ethics Op. 1916: Online Estate-Planning Site and UPL
• WSBA Ethics Op. 1143: Salaried Nonprofit Lawyer, Fee-Sharing

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1170

Original opinion text

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

Advisory Opinion: 1930
Year Issued: 2000
RPC(s): RPC 1.1; 1.2; 1.3; 1.4; 1.6; 5.4(a); 5.4 (b); 5.5(a)
Subject: Formation of a .com immigration company to provide legal services that is owned by nonlawyers

[Editor's Note: Ethics inquiry #1930 concerns the formation of a .com immigration company.]

The Committee has reviewed your inquiry and determined the following:

The inquirer asks whether it is ethical for a Washington lawyer and his firm to participate as owners in a company, in which other owners are presumably not lawyers, that will market the firm’s legal services through a Web site based in the state of New Mexico.

The committee stated that the sharing of fees by a lawyer with a non-lawyer is expressly forbidden by RPC 5.4(a). Engaging in the practice of law with non-lawyers is prohibited by RPC 5.4(b). An arrangement where a non-lawyer directs or regulates the lawyers professional judgment is prohibited by RPC 5.4(c). Practicing law in states in which you are not admitted as a lawyer, may violate the laws of those jurisdictions and thereby violate of RPC 5.5(a). It is not clear that the communication envisioned by RPC 1.2, 1.3 and 1.4 can or will occur. It is not clear that the practice of answering client inquiries over the Internet will be sufficient to discharge the lawyer’s duty to act competently under RPC 1.1. Additionally, leaving aside technology issues related to confidentiality of Internet use, it appears that non-lawyers not employed by your firm will have access to potentially confidential communications which may thereby violate RPC 1.6.