After two firms merge, can they keep operating under their two former names, and must they notify the merged-in firm's clients?

Plain-English summary

Two law firms, "Smith & Jones" and "Jane Doe, P.S.," had merged but chose to continue operating each practice under its pre-merger name from the same two separate offices: "Smith & Jones" in one suite and "Jane Doe & Associates" in another. Although the firms would now file a single tax return, they kept the two separate names. The committee was asked whether they were required to send formal notice to Jane Doe's clients stating she had merged her practice into "Smith & Jones."

The committee concluded there is no requirement to notify clients of the merger so long as it is clear from the firms' letterhead and other communications that clients are notified truthfully of the change, while noting there may be individual situations where notice to a client is required. Regarding the merger and the conduct described, however, the committee concluded the continued use of the two firm names is misleading under RPC 7.1(a) and 7.5(a).

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 Treat this page as historical context, not current guidance.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 7.1 (communications concerning a lawyer's services) and 7.5 (firm names and letterheads).

Common questions

Q: After a merger, can a firm keep operating under both pre-merger names?

A: On the facts presented, the committee concluded the continued use of the two separate firm names is misleading under RPC 7.1(a) and 7.5(a).

Q: Must the firms send formal notice of the merger to the merged-in firm's clients?

A: The committee said there is no such requirement so long as the firms' letterhead and other communications truthfully notify clients of the change, though it noted individual situations may require notice.

Background and rules framework

The opinion applied RPC 7.1(a) (a lawyer may not make a false or misleading communication about the lawyer or the lawyer's services) and RPC 7.5(a) (firm names and letterheads), corresponding to ABA Model Rules 7.1 and 7.5. The committee tied the misleading-name conclusion to the firms' continued use of two separate names after merging into a single practice, and addressed the client-notice question as a matter of truthful communication rather than a standalone notice obligation.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 7.1 (communications concerning a lawyer's services); Washington RPC 7.1(a)
• ABA Model Rule 7.5 (firm names and letterheads); Washington RPC 7.5(a)

See also

• WA Ethics Op. 1764: Solo Using a Two-Name Firm Name
• WA Ethics Op. 1623: 'Tax Attorneys' in Advertising
• WA Ethics Op. 1454: 'Of Counsel' for a Part-Time Lawyer

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=840

Original opinion text

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

Advisory Opinion: 1776
Year Issued: 1997
RPC(s): RPC 7.1(a); 7.5
Subject: Merged law practices continue operating under previous separate names; duty to inform clients of merger

Facts Presented: Two law firms "Smith & Jones" and Jane Doe, P.S. have recently merged. Even though the firms will now file just one tax return, the inquirers chose to continue operating each practice under the same two names and the same two separate offices prior to their merger. Accordingly, they continue with the names of "Smith & Jones" in Suite A of the building and "Jane Doe & Associates" in Suite B of their building.

Question Presented: Are the firms required to send formal notice to all of Jane Doe's clients stating that she has merged her practice into "Smith & Jones"?

Applicable Rules: RPC 7.1(a), 7.5

RPC Committee Opinion: There is no requirement to notify the clients of this merger as long as it is clear from the law firms' letterhead and other forms of communication devices that the clients are notified truthfully of the change, and there may be individual situations where a notification to the client will be required. However, regarding the merger of the two firms and the actions as described in your correspondence, the continued use of the two firm names is misleading under 7.1(a) and 7.5(a).