Advisory Opinion 23

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State Disciplinary Board
Advisory Opinion No. 23
May 19, 1978

Multi-State Law Firm Office Within the State of Georgia.

Pursuant to Bar Rule 4-223, the State Disciplinary Board of the State Bar of Georgia renders the following advisory opinion concerning a proper interpretation of the Canons of Ethics as applied to the following state of facts:

May an out-of-state law firm open and maintain an office in the State of Georgia under the direction of a full-time associate of that firm, said associate being a full-time Georgia resident and a member of the State Bar of Georgia? Relevant ethics DR 2-102(A)(4); DR 2-102(C) and (D), and DR 3-101(B).

DR 2-102 (D) [Disciplinary Standard 11] reads as follows:

"A partnership shall not be formed or continued between or among lawyers licensed in different jurisdictions unless all enumerations of the members and associates of the firm on its letterhead and in other permissible listings make clear the jurisdictional limitations of those members and associates of the firm not licensed to practice in all listed jurisdictions. However, the same firm name may be used in each jurisdiction."

The provision of DR 2-102(D) clearly indicates that it is appropriate for multi-state firms to maintain home or branch offices within the State of Georgia under the same form name as is used in other jurisdictions. However, an examination of the various ethics rules applicable to such an office indicates that a Georgia attorney practicing in such an office is under an affirmative responsibility to take steps to fully inform the public of limitations on the ability and qualifications of out-of-state attorneys to practice within the State of Georgia and to prevent the unauthorized practice of law within this State.1 The provisions of DR 2-102(A)(4) and of DR 2-102(D) clearly require that the letterhead of the multi-state firm make absolutely clear the jurisdictional limitations on the legal practice of members and associates of the firm who are not licensed to practice in all listed jurisdictions.

DR 2-102(C) reads as follows:

"A lawyer shall not hold himself out as having a partnership with one or more other lawyers unless they are in fact partners."

EC 2-13 reads as follows:

"In order to avoid the possibility of misleading persons with whom he deals, a lawyer should be scrupulous in the representation of his professional status. He should not hold himself out as being a partner or associate of a law firm if he is not one in fact, and thus should not hold himself out as a partner or association if he only shares offices with another lawyer." The provisions of EC 2-13 and DR 2-102(C) clearly indicates that any partner, associate or member of a firm, whether fully within the State of Georgia or part of a multi-state firm, must deal honestly with the Bar and the public with respect to his status with the firm.

DR 3-101 reads as follows:

Aiding Unauthorized Practice of Law "(A) A lawyer shall not aid a nonlawyer in the unauthorized practice of law. (B) A lawyer shall not practice law in a jurisdiction where to do so would be in violation of regulations of the profession in that jurisdiction."

EC 3-9 reads, in part, as follows:

"Regulation of the practice of law is accomplished principally by the respective states. Authority to engage in the practice of law conferred in any jurisdiction is not per se, a grant of the right to practice elsewhere and it is improper for a lawyer to engage in practice where he is not permitted by law or by court order to do so..." The provisions of DR 3-101 and EC 3-9 indicates that although a local attorney may be a member of a multi-state law firm, he may not aid lawyers not properly licensed in the State of Georgia to engage in the unauthorized practice of law in Georgia. Additionally,

DR 3-101(B) clearly indicates that practice by nonlicensed lawyers in Georgia will subject them to discipline in Georgia and, possibly, in their home state as well. Consequently, with the exception of those areas of law which fall within federal preemption, only those attorneys who are licensed within the State of Georgia may be based in, and may perform daily services amounting to the practice of law in, Georgia branch offices of multi-state law firms. This does not, however, mean that an out-of-state member of the firm may not cooperate with fully licensed local firm members to advise firm clients on legal problems which involve the law of more than one state or the law of Georgia and any other jurisdiction.

The establishment of a thorough examination requirement by the Supreme Court of Georgia properly seeks to protect the citizens of the State of Georgia by assuring them that any persons undertaking to perform legal services within this State has met high standards of character and education. The definition of the practice of law found in Ga. Code Ann. ยง 9-401, et seq., is quite broad and the resident associate of the out-of-state firm would be responsible for making sure that no improper practice of law results from the presence of his branch office within the State of Georgia.

Special care should be taken by the local associate to insure that, where appropriate, fiduciary funds are placed in Georgia bank accounts as required by DR 9-102(A).

The authorities having been reviewed, the Board answers the inquiry in the affirmative, but notes that certain other requirements must also be met by the local associate of the out-of-state firm.