Can the New York office of a multistate firm use a trade name, and can a New York PLLC be owned by an out-of-state PLLC?

Plain-English summary

A New York-admitted lawyer who is of counsel to an out-of-state firm called "XYZ Law Group" (where X, Y, and Z are the first letters of the firm's practice areas) was asked to open the firm's New York office. The committee answers four questions about the office's name and ownership.

On the name, the committee applies Rule 7.5(b)'s bar on trade names. "XYZ Law Group" is a trade name because it is not the legal name of one or more partners; under N.Y. State 740 (2001) and 636 (1992), the New York office may not use it. Adding a non-partner's surname ("Doe XYZ Law Group") does not cure the problem: under N.Y. State 732 (2000) and 495 (1978), using a lawyer's name in the firm name requires a true partnership relationship with genuine sharing of profits, liabilities, and obligations, and even a partner's name combined with the initials trade name remains misleading because the public cannot tell what the letters mean. The committee distinguishes a permissible "motto" used alongside the principals' names (as in N.Y. State 636's "The Will Store" and von Wiegen's "The Country Lawyer") from an impermissible trade name used as the firm name itself.

On ownership, the committee applies Rule 5.4 (no fee sharing with a nonlawyer). A New York PLLC may have an out-of-state PLLC as an owner so long as the out-of-state PLLC is owned entirely by lawyers and distributes its legal fees only to lawyers; in that case there is no nonlawyer fee sharing. Whether state PLLC law actually permits one PLLC to own another is a question of law on which the committee expresses no view.

On the of-counsel question, Rule 8.5(b)(2) supplies the choice-of-law rule: where a lawyer is admitted in New York and another jurisdiction and principally practices in the other jurisdiction, that jurisdiction's rules govern the conduct. So a New York lawyer may be of counsel to an out-of-state firm that lawfully uses a trade name where the conduct principally occurs in that other jurisdiction, assuming the trade name is permitted there.

In practice

Under the New York rule as it stood at the time of the opinion, the New York office of a multistate firm must be named for one or more of its lawyers (current or deceased partners) and may not adopt a trade name, including an initials-based name or a partner-name-plus-initials hybrid; a trade name is permissible only as a motto used together with the principals' names. On ownership, the opinion holds that an out-of-state PLLC may own a New York PLLC without violating Rule 5.4 only when the out-of-state entity is wholly lawyer-owned and shares legal fees only with lawyers. The committee does not reach state PLLC corporate-law questions or whether trade-name practice is permitted in the other jurisdiction.

Common questions

Q: Can a New York office use an initials-based name like "XYZ Law Group"?

A: No. The opinion concludes that an initials name reflecting practice areas is a trade name barred by Rule 7.5(b), because it is not the legal name of any partner and the public cannot tell what the letters refer to.

Q: Does adding a lawyer's surname (for example "Doe XYZ Law Group") fix the problem?

A: No. The opinion holds that combining a partner's name with the initials trade name is still misleading under Rule 7.5(b); only a true motto used alongside the principals' names is permitted.

Q: Can a New York law-firm PLLC be owned by an out-of-state PLLC?

A: Yes, if the out-of-state PLLC is owned entirely by lawyers and distributes its legal fees only to lawyers, so there is no fee sharing with a nonlawyer under Rule 5.4. Whether PLLC law allows one PLLC to own another is a legal question the committee does not answer.

Background and rules framework

The opinion interprets Rule 7.5(b) (trade-name and misleading-firm-name bar) and Rule 5.4 (no fee sharing with or ownership by nonlawyers), and uses Rule 8.5(b)(2) to choose the governing rules for a dual-admitted of-counsel lawyer. These track Model Rules 7.5, 5.4, and 8.5. The trade-name analysis rests on a line of New York opinions and on von Wiegen v. Committee on Professional Standards.

Citations and references

Rules of Professional Conduct:

• New York Rule 7.5(b) (trade names and misleading firm names); Model Rule 7.5
• New York Rule 5.4 (no fee sharing with a nonlawyer); Model Rule 5.4
• New York Rule 8.5(a), (b)(2) (disciplinary authority and choice of law); Model Rule 8.5

Cases:

• von Wiegen v. Committee on Professional Standards, 63 N.Y.2d 163 (1984), "The Country Lawyer" motto

Other opinions cited:

• N.Y. State 740 (2001) and 636 (1992): trade names and the permissible-motto exception
• N.Y. State 732 (2000) and 495 (1978): using a lawyer's name requires a true partnership
• N.Y. State 806 (2007): meaning of "attorney" for fee-sharing purposes

See also

• NY State Bar Op. 869: Permissible law firm names
• NY State Bar Op. 872: Attorney nicknames and name translations
• NY State Bar Op. 877: Permissible information on a law firm website

Source

• Landing page: https://nysba.org/ethics-opinion-861/