July 12, 1974
A professional service corporation may not include the names of nonshareholder attorneys in the association's name. A professional service corporation may practice law in a name that is identical to its corporate name, except that the designation of corporate status may be deleted if the corporation first registers the name under the Fictitious Name Statute.
An attorney normally should practice under the name by which he is listed with the Bar, and this may be a nickname by which he is commonly known.
Note: Effective July 1, 1996, Rule 4-8.6 of the Rules Regulating the Florida Bar was amended to permit Florida lawyers to practice law in the form of professional limited liability companies or registered limited liability partnerships "organized or qualified under applicable law." Amendments to Rules Regulating the Florida Bar, 677 So. 2d 272 (Fla. 1996). See also, Chapters 621 and 622, Florida Statutes.
Note: Subsequent to the issuance of this opinion, the Supreme Court of Florida adopted Rule 1-3.3 regarding official bar names, which provides that "Each member of The Florida Bar shall designate an official bar name, mailing address, and business telephone number. . . . The official bar name of each member of The Florida Bar shall be used in the course of the member's practice of law. A change in official bar name may be made only upon request to and approval of the Supreme Court of Florida."
Statutes: F.S. Chapter 621; F.S. §865.09
CPR: EC 2-11; DR 2-102(B)
Intergration Rule: Art. XV
Opinions: 70-55, 70-64, 71-58, 72-18
Vice Chairman Sullivan stated the opinion of the committee:
Three members of The Florida Bar formed a professional service corporation, pursuant to Chapter 621, Florida Statutes, under the name “A, B and C, Professional Association.” A, B and C were and continue as shareholders. The corporation added a fourth shareholder, D, and hired two attorney-employees, E and F.
We have received three related inquiries from one of the shareholders. While these inquiries get into questions of law, which are beyond the purview of this Committee, we undertake to answer them because they merge with questions involving interpretations of the Code of Professional Responsibility, specifically DR 2-102(B) and EC 2-11.
1. Whether the corporation may properly practice law under the name “A, B, C, D, E and F, Professional Association”, provided it first registers that name in compliance with the Fictitious Name Statute, §865.09, Florida Statutes.
We are of the opinion that the proposed designation is improper and that the inclusion therein of the names of two employees would violate DR 2-102(B) and could mislead laymen concerning the status and responsibility of the lawyers practicing in the professional service corporation. EC 2-11.
We are dealing here both with DR 2-102(B) of the Code of Professional Responsibility and with the Professional Service Corporation Act, Chapter 621, Florida Statutes.
DR 2-102(B) prohibits a lawyer in private practice from practicing under a firm name which contains names other than those of one or more lawyers in the firm, but provides an exception for symbols to designate professional service corporations. (The Rule also contains certain exceptions which are not applicable here regarding the use of the names of deceased or retired firm members.) In prior opinions, this Committee has consistently limited the use of the names of lawyers in a firm name to active partners in a partnership. See Opinions 70-55, 70-64, 71-58 [since withdrawn] and 72-18.
Section 621.12 provides that the corporate name shall contain the last names of some or all of the shareholders plus the word “chartered” or “professional association” or the abbreviation “P.A.” but permits such a corporation to practice law under a name identical to its corporate name but omitting the “chartered” or “professional association” or “P.A.” if it first registers the name to be used in compliance with the Fictitious Name Statute.
Article XV of the Integration Rule provides that a professional service corporation may practice law in Florida only if it complies with the provisions of Chapter 621. To do otherwise would be unethical. The statute does not permit the inclusion of the names of non-shareholders in the corporate name of a professional service corporation. As applied to a professional service corporation, we interpret the words “lawyers in the firm” in DR 2-102(B) as limited to shareholders in the corporation.
2. Should a Florida professional service corporation practicing law describe its status as provided in Section 621.12, Florida Statutes, as provided in DR 2-102(B) or only as permitted by the overlapping provisions of the two?
We are of the opinion that such a professional service corporation should follow the exact language of Section 621.12. That statute provides that the corporate name of a professional service corporation shall contain “chartered” or “professional association” or “P.A.”
The language of DR 2-102(B) allows the inclusion in the firm name of “P.C. or P.A. or similar symbols indicating the nature of the organization.” Although DR 2-102(B) allows the designation “P.C.” and Section 621.12 does not, we see no basic inconsistency between the two and are of the opinion that “chartered” or “professional association” in Section 621.12 are “similar symbols” as used in DR 2-102(B). By complying with the statute, a professional service corporation will be complying with DR 2-102(B).
3. May a Florida professional service corporation practicing law properly use a different name in actual practice than it uses on formal reports whether or not anyone is actually misled thereby?
We believe that a professional service corporation is required to practice law in its corporate name except that it may practice law in a name identical to its corporate name deleting therefrom only the words or letters indicating its professional status if it first registers the name to be used in accordance with the Fictitious Name Statute. Subject to that limited exception, we believe that Section 621.12 contemplates the use of only the corporate name for all designations of a professional service corporation.
4. The same attorney advises that his legal name is Raymond Richard Rogers (a pseudonym we choose not for its alliterative qualities but because there is no one so listed in the September 1973 Florida Bar Journal). As he grew up, certain family nicknames were used and charitably discarded. The attorney does not like the name Raymond, he does not mind Richard, he prefers Dick.
He has used the name Dick in all legal matters for some time and states that as far as he knows no one has been misled or mistaken as to his identity. He is so listed in The Florida Bar Journal and in the current telephone directory. He asks if he may properly use Dick on his firm letterhead as well as signing correspondence with that name.
We are of the opinion that there is no impropriety in using Dick under the circumstances outlined. We do not think an attorney should practice under two distinctly separate names or even two names which are not for all practical purposes identical. Ordinarily,1 he should use the name under which he was admitted to the bar.
We do not believe that a William signing a letter Bill, a Henry signing a letter Hank, or a Francis signing as Frank is going to mislead anyone, particularly where his full name is set out on his letterhead, although we know of no rule absolutely requiring this.2
But an attorney admitted to practice as Horatio3 Jones might well create confusion by hanging out his shingle as Buddy Jones. If he does not like Horatio and prefers Buddy,4 we believe he can be Buddy but that he should advise The Florida Bar of the name he is using and should see that henceforth he is so listed in legal and telephone directories, on occupational licenses, letterheads, professional cards and shingles.
Just as there are legitimate reasons to use a different name — to avoid confusion, for example—5 there may be instances where an attorney uses another name in order to confuse or to conceal his real identity. Nothing we have stated in response to the question put to us should be construed as approving such a practice.
1 Everett Williams, Director of the Florida Bureau of Vital Statistics, recently compiled a list of the most unusual names he had encountered during his 34 years with the Bureau. They included: Full Dress Coat, Sky Rocket, Tootsie Roll, Emancipation Proclamation Cogshell, End Of The Line and ? Jackson. An attorney using such a name professionally in compliance with the general rule might well be accused of trying to draw attention to himself.
2 The late Duke of Windsor was christened: Edward Albert Christian George Andrew Patrick David. To require complete display on a letterhead or use of a name of similar length on checks, for example, would prove cumbersome.
3 Oh God! Horatio! What a wounded name. Hamlet, V, 2.
4 The CPR recognizes that the name under which a lawyer conducts his practice may be a factor in the selection process. EC 2-11.
I remember your name perfectly, but
I just can't think of your face.
5 'Mongst were several Englishmen of pith.
Sixteen were called Thompson and nineteen Smith.