Can a lawyer share office space with a nonlawyer organization and take referrals from it?

Plain-English summary

The inquiry asked whether sharing office space, a receptionist, common areas, and a copy machine with a nonprofit organization of nonlawyers, with the lawyers' offices interspersed within the nonlawyers' offices, fosters an unethical appearance of affiliation; whether separate but adjoining offices with a connecting doorway that allows sharing a receptionist and copy machine fosters such an appearance; and whether lawyers violate RPC 7.3 by accepting referrals from the nonprofit.

The committee concluded that lawyers may share office space with other independent lawyers as well as nonlawyers, but a lawyer who shares space with a nonlawyer must identify and maintain his or her office as a completely separate and distinct entity. Precautions must be taken to prevent any confusion or misleading identity or appearance of a relationship where none exists or where a relationship is improper, and to preserve client confidentiality. On referrals, a nonlawyer who shares office space with a lawyer may refer business to the lawyer, but the lawyer may not give anything of value for the referral, and the nonlawyer may not become a feeder for the lawyer's business. The committee cautioned against violating RPC 1.6, 5.4, 5.5(b), 7.1, 7.2(c), 7.3, and 7.5. It said the first scenario (interspersed offices) does not meet the "separate and distinct" criteria and may also violate the other rules, while the second scenario (adjoining offices) appears appropriate if the principles and rules are followed.

Currency note

This opinion was issued in 1997, 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 Treat this page as historical context, not current guidance.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. Washington's cited rules correspond to ABA Model Rules 1.6 (confidentiality), 5.4 (professional independence), 5.5 (unauthorized practice), 7.1 (communications about services), 7.2 (advertising and payment for recommendations), 7.3 (solicitation), and 7.5 (firm names and letterheads).

Common questions

Q: Can a lawyer share office space with a nonlawyer organization?

A: Yes, but the committee said the lawyer must identify and maintain the office as a completely separate and distinct entity, with precautions against a misleading appearance of affiliation and to preserve confidentiality.

Q: Can the lawyer accept referrals from the nonlawyers?

A: The committee said a nonlawyer sharing office space may refer business to the lawyer, but the lawyer may not give anything of value for the referral and the nonlawyer may not become a feeder for the lawyer's business.

Q: Were the two proposed layouts treated the same?

A: No. The committee said the interspersed-offices scenario does not meet the "separate and distinct" criteria and may violate the listed rules, while the adjoining-offices scenario appears appropriate if the principles and rules are followed.

Background and rules framework

The opinion applied RPC 1.6 (confidentiality), 5.4 (professional independence), 5.5(b) (assisting unauthorized practice), and the advertising and firm-name rules 7.1, 7.2(c), 7.3, and 7.5, corresponding to the like-numbered ABA Model Rules, to lawyers sharing office space and facilities with a nonlawyer nonprofit. The committee made the "separate and distinct entity" requirement, protection of confidentiality, and the bar on paying for referrals the operative standards, distinguishing interspersed from merely adjoining offices.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.6 (confidentiality); Washington RPC 1.6
• ABA Model Rule 5.4 (professional independence of a lawyer); Washington RPC 5.4
• ABA Model Rule 5.5 (unauthorized practice of law); Washington RPC 5.5(b)
• ABA Model Rule 7.1 (communications concerning a lawyer's services); Washington RPC 7.1
• ABA Model Rule 7.2 (advertising); Washington RPC 7.2(c)
• ABA Model Rule 7.3 (solicitation of clients); Washington RPC 7.3
• ABA Model Rule 7.5 (firm names and letterheads); Washington RPC 7.5

See also

• WA Ethics Op. 1723: Lawyer's Ancillary Business
• WA Ethics Op. 1730: Preferred-Provider Fee Sharing
• WA Ethics Op. 1735: Telling Clients of a Name Change

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=825

Original opinion text

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

Advisory Opinion: 1761
Year Issued: 1997
RPC(s): RPC 1.6; 5.4; 5.5(b); 7.1; 7.2(c); 7.3; 7.5
Subject: Sharing office space with nonlawyers; referrals from nonlawyers

Your inquiry contained the following questions: (1) Does sharing office space, a receptionist, common areas and a copy machine with a non-profit organization of nonlawyers, when the offices of the lawyers are interspersed within the offices of the nonlawyers foster an unethical appearance of affiliation between lawyers and nonlawyers? (2) Does the proximity of separate but adjoining offices with a doorway that allows for the sharing of a receptionist and a copy machine with the non-profit organization foster an unethical appearance of affiliation between lawyers and nonlawyers? and, (3) In the situations above, do lawyers violate RPC 7.3 by accepting referrals from the non-profit organization of nonlawyers?

It was the Committee's opinion that under the RPCs, lawyers may share office space with other independent lawyers as well as nonlawyers. A lawyer who shares office space with a nonlawyer must identify and maintain his or her office as a completely separate and distinct entity. Precautions must be taken to prevent any confusion or misleading identity or appearance of a relationship where none exists or where a relationship is improper. Precautions must be taken to preserve client confidentiality. In response to question (3): A nonlawyer who shares office space with a lawyer may refer business to the lawyer. However, the lawyer may not give anything of value for the referral, and the nonlawyer may not become a feeder for the lawyer's business. You are cautioned not to violate RPC 1.6, 5.4, 5.5(b), 7.1, 7.2(c), 7.3 and 7.5. Specifically, in response to question (1): The proposed scenario one does not meet the "separate and distinct" criteria and may also violate the other RPCs listed. In response to question (2): The proposed scenario appears to be appropriate if the foregoing principles and RPCs are followed.