What’s In A Name? Restrictions in the Naming of Law Firms
By Jonathan E. Hawkins, Krevolin & Horst, LLC
Unlike most other businesses, law firms do not have unfettered freedom to choose any
name they wish. Their options are restricted by the Rule 7.5 of the Rules of Professional
Conduct (the “Rules”). Generally speaking, law firm names must not be “false, fraudulent,
deceptive or misleading.” 1 Other specific restrictions are discussed below:
Cannot Hold Out Law Firm As A Partnership If It is Not
Lawyers may not state or imply that they practice in a partnership or other organization
if that is not in fact true.2 Applying this rule, it is clear that a law firm name may not include the
name of an associate, of counsel, or contract attorney. 3 But what about inclusion of non-equity
partners in a law firm name?
Whether a non-equity partner is a true partner is a topic of some debate. While Georgia
has not directly addressed the issue, other jurisdictions have in some cases held that non-equity
partners are firm employees 4 and in other cases that they are full-fledged partners.5 In
1
Ga. R.P.C. 7.5 at Comment 1.
2
Ga. R.P.C. 7.5(d).
3
S.C. Adv. Op. 85-12 (1985)(“A sole practitioner who hires an associate cannot include the associate's name in the
firm name because the relationship between them is not that of a partnership.”); Pa. Eth. Op. 90-171
(1990)(including name of non-shareholder associate in firm name would be misleading because it would suggest
that “the non-shareholder attorney has some interest in the professional corporation when no such interest exists.”).
4
See, e.g., Zito v Fischbein Badillo Wagner Harding, 809 NYS2d 444, 447 (2006)(holding “contract partner” who
did not receive a Form K-1 statement and did not share losses of firm was not true law firm partner and was instead
employee); D’Esposito v. Gusrae, Kaplan & Bruno PLLC, 44 A.D.3d 512, 512-13 (N.Y.S. 2007)(finding that
although lawyer was called a partner and listed as a partner in Martindale-Hubble, on the firm’s letterhead, and tax
return and who received distributions of net profits at a fixed rate, he was not a “partner” because he was not
responsible for firm’s rent or losses, was not a signatory to partnership and/or operating agreement, made no capital
investment into firm, and had no ownership in the firm).
Georgia, a “partnership” is “an association of two or more persons to carry on as co-owners a
business for profit.” 6 Case law has enumerated various factors that indicate the existence of a
partnership. Those factors “include a common enterprise, the sharing of risk, the sharing of
expenses, the sharing of profits and losses, a joint right of control over the business, and a joint
ownership of capital.” 7 Ultimately, if enough factors are present to suggest a non-equity
partner is a partner, then the non-equity partner’s name may be used in the law firm name.8
Office Sharing Arrangements
Solo lawyers commonly share office space with other solo lawyers. Such arrangements
allow attorneys to reduce or share overhead costs and can be beneficial in other ways. Under
the Rules, lawyers who share office facilities, but who are not in fact partners, may not use a
name that implies or suggests a partnership or some other formal professional relationship.9
Lawyers in such a situation, for example, may not refer to themselves as “Smith and Jones,” for
that title is misleading and improperly suggests partnership in the practice of law. 10
Names Implying More Than One Attorney or Office
Law firms should not use names that imply that they have more than one attorney or
more than one office. While Georgia has not directly addressed the issue, other states have
5
See, e.g., Friedman Siegelbaum, LLP v. Pribish, 2009 WL 910326, *8 (N.J. April 7, 2009)(holding “contract
partner” was true partner owing fiduciary duties during winding up of partnership affairs after dissolution because
he maintained full control over his clients’ accounts).
6
O.C.G.A. § 14-8-6(a).
7
Aaron Rents, Inc. v. Fourteenth St. Venture, L.P., 243 Ga. App. 746, 747 (2000).
8
New York County Lawyers Ass’n, Op. No. 740 (2008)(opining that “non-equity partner” can hold himself out as
partner as long as he is partner under New York partnership law and under law firm partnership agreement).
9
Ga. R.P.C. 7.5, Comment 1.
10
Id.
held the use of the term “& Associates” or “& Affiliates” in a law firm name is misleading where
there are no associates or attorneys in lawyer’s employ. 11 Likewise, the terms “Group” or “Law
Group” should not be used in a law firm name to refer to paralegals, other non-attorney
personnel, office sharing attorneys, or “of counsel” attorneys not directly employed by the law
firm. 12 A law firm name including a term such as “Law Offices of” may also violate the Rules
where a firm only maintains one office.13
Use of Trade Names
Some firms may want to use a trade name instead of the traditional approach of using
one or more attorney names. The use a trade name is permissible if (1) the trade name
includes the name of at least one of the lawyers practicing under the trade name; and (2) the
trade name does not imply a connection with a government entity, with a public or charitable
legal services organization or any other organization, association or institution or entity, where
no such connection exists. 14 But where a law firm’s name consists solely of the name or names
of deceased or retired members of the firm, the law firm name does not have to include the
name of an active member of the firm.15
11
See, e.g., In re Mitchell, 614 S.E.2d 634, 635 (S.C. 2005)(using “& Associates” in firm name misleading where
there are no associates or attorneys in lawyer’s employ); The Florida Bar v. Fetterman, 439 So.2d 835, 839 (Fla.
1983)(holding that where lawyer does not employ other lawyers to assist in practice of law, the word “associates”
may no longer be used in firm name); Medina County Bar Assn v. Grieselhuber, 678 N.E.2d 535, 536 (Ohio
1997)(holding use of words “and Affiliates” in firm name was misleading because it suggested existence of affiliates
and lawyer was sole practitioner with no other attorneys affiliated with firm); Ala. St. Bar Disciplinary Comm’n Op.
1993-11 (attorney may designate practice by name “John Doe & Associates” only if he has at least one associated
attorney in his employ).
12
Ohio Sup. Ct, Bd of Comm’rs on Grievances & Discipline, Op. 06-2 (2006).
13
State Bar of Michigan, Ethics Op., RI-246 (law firm that offers legal services only at a single fixed location
cannot use term “law offices” in name).
14
Ga. R.P.C. 7.5(e).
15
Id.
Other Restrictions That Apply to the Naming of Law Firms
A law firm may practice in multiple jurisdictions under the same name,16 but it cannot
simultaneously practice law under more than one name.17 This restriction is designed to
prevent lawyers practicing in the same firm from creating multiple legal entities as a way to
parcel their clients among them to circumvent otherwise existing conflicts. 18
Law firms are also prohibited from using the name of a lawyer holding public office in its
name, during any substantial period in which the lawyer is not actively and regularly practicing
with the firm. 19 To the extent the duties of public office fill an attorney’s time, so that he or she
does not actively practice law, use of that attorney’s name in the law firm name would be
improper. On the other hand, a lawyer holding a public office part-time, such as a State
legislator, is not prohibited from being a named partner in a law firm.
Conclusion
As can be seen above, lawyers must be careful when choosing their law firm names.
The applicable rules may seem overly restrictive, but they have been put in place to protect the
public. If ever in doubt when choosing a law firm name, the best course is to opt for the
conservative approach.
16
Ga. R.P.C. 7.5(b).
17
See Dick v. Williams, 215 Ga. App. 629, 632 (1994).
18
Id.
19
Ga. R.P.C. 7.5(c).