NEW YORK STATE BAR ASSOCIATIONCommittee on
Opinion #381 - 03/26/1975
Topic: Name of professional corporation
Digest: Professional corporation name may not include former partner
who is practicing law or an 'Of Counsel' lawyer
Code: EC 2-11; DR 2-102(B)
May a professional legal corporation include as part of its name the
name of a former partner who is practicing law with another firm; or the
name of an attorney who acted 'of counsel' to the predecessor
partnership but was never a partner and will not become a shareholder in
EC 2-11 provides, in pertinent part:
'...the name of a partner who withdraws from a firm but continues to
practice law should be omitted from the firm name in order to avoid
misleading the public."
Since the provisions of the Code applicable to 'law firms' are
equally applicable to 'professional legal corporations', see
Definition (2) of the "DEFINITIONS" provisions of the Code following
Canon 9, the professional legal corporation name may not properly
include the name of the former partner who is practicing law with
In ABA 330 (1972), the relationship indicated by the term 'of
counsel' was discussed at some length and it stated, in referring to
the 'of counsel' lawyer:
'His relationship with that lawyer or firm must not be that of a
partner (or fellow member of a professional legal corporation) nor that
of an employee; see DR 2-102(A)(4).'
In view of the special and recognized category of lawyers designated
"of counsel" to a firm or professional corporation, it would be
misleading as to the identity of the lawyers practicing as members of
the professional corporation, and hence improper, to include in its name
an attorney who only acted ‘‘of counsel' to the partnership
and who will not be a shareholder in the corporation: DR 2-102(B). Cf.
DR 2-102(A)(4); N.Y. State 262 (1972).
This opinion is limited to ethical considerations and does not take
into consideration prohibitions, if any, contained in the Business
Corporation Law. See e.g., BCL Sec. 1512(a).