Can a Washington lawyer form a partnership with a foreign lawyer who is licensed in Washington as a foreign legal consultant?

Plain-English summary

The inquirer asked whether it is ethical to form a partnership with a foreign lawyer who is licensed to practice in Washington as a foreign legal consultant under Admission to Practice Rule (APR) 14. The committee concluded that a partnership with a foreign attorney does not violate RPC 5.4(b), because a foreign attorney is not a "nonlawyer" for purposes of that rule.

The committee said the inquirer should comply with the admonitions of ABA Formal Opinion 01-423. That opinion permits U.S. lawyers to form partnerships or other law-practice entities with foreign lawyers as partners or owners, as long as the foreign lawyers are members of a recognized legal profession in a foreign jurisdiction and the arrangement complies with the law of the jurisdictions where the firm practices. Members of a profession not recognized as a legal profession by the foreign jurisdiction would be deemed "nonlawyers," so admitting them to partnership would violate Rule 5.4. Before accepting a foreign lawyer as a partner, the responsible U.S. lawyers have an ethical obligation to take reasonable steps to ensure the foreign lawyer qualifies and that the arrangement complies with applicable law, and to ensure that foreign-representation matters in their U.S. offices are managed under applicable ethical rules.

Currency note

This opinion was issued in 2002, before the Washington State Bar Association's adoption of the 2006 revisions to the Rules of Professional Conduct. Washington's foreign-legal-consultant rule (APR 14) and the firm-structure rules have since been amended. 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 Treat this page as historical context, not current guidance.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.

In practice

Under the Washington rules as they stood at the time of the opinion, the committee treated a foreign legal consultant licensed under APR 14 as a lawyer, not a "nonlawyer," so a partnership with one does not run afoul of RPC 5.4(b)'s bar on lawyer-nonlawyer partnerships for the practice of law. The opinion conditions the arrangement on the ABA Formal Op. 01-423 standard: the foreign lawyer must belong to a recognized foreign legal profession, and the responsible U.S. lawyers must verify that and that the arrangement complies with the law where the firm practices.

Common questions

Q: Can a Washington firm take a foreign legal consultant as a partner?

A: The committee concluded that a partnership with a foreign attorney does not violate RPC 5.4(b), because a foreign attorney is not a "nonlawyer" for purposes of that rule.

Q: Does it matter whether the foreign lawyer's profession is recognized as a legal profession?

A: Yes. Per ABA Formal Op. 01-423, which the committee directed the inquirer to follow, a member of a profession not recognized as a legal profession by the foreign jurisdiction would be deemed a "nonlawyer," so admitting that person to partnership would violate Rule 5.4.

Q: What must the U.S. lawyers do before forming the partnership?

A: The committee said the responsible U.S. lawyers must take reasonable steps to ensure the foreign lawyer qualifies under that standard and that the arrangement complies with the law of the jurisdictions where the firm practices.

Background and rules framework

The opinion applies Washington RPC 5.4(b) (professional independence; bar on lawyer-nonlawyer partnerships to practice law; corresponding to Model Rule 5.4) and Admission to Practice Rule (APR) 14 (foreign legal consultants), and adopts the analysis of ABA Formal Opinion 01-423 on foreign lawyers as partners. The dispositive point is that a foreign lawyer who is a member of a recognized foreign legal profession is not a "nonlawyer." The opinion reflects Washington's pre-2006 rule numbering.

Citations and references

Rules of Professional Conduct:

• Model Rule 5.4 / Washington RPC 5.4(b) (professional independence; lawyer-nonlawyer partnerships)

Court rules:

• Washington Admission to Practice Rule (APR) 14 (foreign legal consultants).

Other opinions cited:

• ABA Formal Opinion 01-423: U.S. lawyers may partner with foreign lawyers who are members of a recognized foreign legal profession, with due diligence and compliance with applicable law.

See also

• WSBA Ethics Op. 1995: Associating in a Firm With an Out-of-State Lawyer
• WSBA Ethics Op. 1178: Practicing With a Disbarred Lawyer in a Multi-State Firm
• WSBA Ethics Op. 1119: Partnership With a Nonlawyer Custody Evaluator

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1247

Original opinion text

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

Advisory Opinion: 2006
Year Issued: 2002
RPC(s): APR 14, RPC 5.4(b), ABA Formal Opinion 01-423
Subject: partnership with foreign legal consultant

The inquirer asks if it is ethical to form a partnership with a foreign lawyer who is licensed to practice law in Washington as a foreign legal consultant pursuant to APR 14.

The committee opined that a partnership with a foreign attorney does not violate RPC 5.4(b). A foreign attorney is not a “nonlawyer” for purposes of that Rule. The inquirer should be sure, however, that he comply with the admonitions of American Bar Association Formal Opinion 01-423 which provides as follows:

It is permissible under the Model Rules for U.S. lawyers to form partnerships or other entities to practice law in which foreign lawyers are partners or owners, as long as the foreign lawyers are members of a recognized legal profession in a foreign jurisdiction and the arrangement is in compliance with the law of jurisdictions where the firm practices. Members of a profession that is not recognized as a legal profession by the foreign jurisdiction would, however, be deemed “nonlawyers” such that admitting them to partnership would violate Rule 5.4(Professional Independence of Lawyer). Before accepting a foreign lawyer as a partner, the responsible lawyers in a U.S. law firm have an ethical obligation to take reasonable steps to ensure that the foreign lawyer qualifies under this standard and that the arrangement is in compliance with the law of the jurisdictions where the firm practices. The responsible lawyers in a U.S. law firm also have ethical obligations to take reasonable steps to ensure that matters in their U.S. offices involving representation in a foreign jurisdiction are managed in accordance with applicable ethical rules and that all lawyers in the firm comply with other applicable ethical rules.