Trade Name Implying Affiliation with Financial Planning Company
Adopted: October 21, 2004
Opinion rules that a trade name for a law firm that implies an affiliation with a financial planning company is misleading and prohibited.
Inquiry #1:
Attorney A wants to organize a law firm as a professional corporation or professional limited liability company. Attorney A will be the sole owner of the firm. The law firm will lease space in a building called the "North Star Building" which is owned and occupied by North Star Financial Group. Attorney A's firm will have separate space in the building and will be able to maintain the confidentiality of client files. The firm will provide estate planning and real estate services to clients, some of whom will be referred by North Star Financial Group. The law firm will not share legal fees with the financial planning company nor will referral fees be paid to the company.
May Attorney A form a professional corporation or professional limited liability company with the official name of "North Star Law Office"?
Opinion #1:
No, the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law require the official name of a professional corporation or a professional limited liability company to contain the surname of one or more of its shareholders or members (or the surname of one or more lawyers who owned an interest in an immediate predecessor law firm) and prohibit the official name from containing any other name, word, or character with limited exceptions.1
Inquiry #2:
If Attorney A forms a professional corporation or a professional limited liability company using his surname in the official name in the articles of incorporation or the articles of organization, may he register "North Star Law Office" with the State Bar as the trade name of the law firm?
Opinion #2:
No. Rule 7.5(a) permits a lawyer to use a trade name for a law firm if the name is not false or misleading in violation of Rule 7.1 and the trade name is registered with the State Bar for a determination of whether the name is misleading. In this situation, "North Star Law Office" is misleading. The trade name, together with the location of the law firm in the North Star Building, implies that North Star Financial Group and Attorney A's firm are affiliated. Clients who are referred by the financial planning company to the law firm for legal services associated with their financial plan may erroneously conclude that they do not have a right to legal counsel of their choice but must use the services of Attorney A. Moreover, clients who use the services of the North Star Financial Group may not understand that the services that they receive from the financial planning company do not carry with them the protections afforded by the client-lawyer relationship such as confidentiality and the prohibitions on conflicts of interest. See, e.g., Rule 5.7, cmt. [2].
Endnote
- The regulations allow the name of a professional corporation or professional limited liability company to contain the surname of a deceased or retired shareholder or member. The regulations also allow the use of a trade name if permitted by the Rules of Professional Conduct. 27 NCAC 1E, Rule .0102(a)(2) and (5).