Ohio Board Advisory Opinion Op 88-016

The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
41 SOUTH HIGH STREET-SUITE 3370, COLUMBUS, OH 43215-6105
(614) 644-5800 FAX: (614) 644-5804
OFFICE OF SECRETARY
OPINION 88-016
Issued June 17, 1988
[CPR Opinion-provides advice under the Ohio Code of Professional Responsibility which is superseded by the Ohio
Rules of Professional Conduct, eff. 2/1/2007.]
[Not current-subsequent rule amendments to Gov. Bar R. III, eff. Jan. 1, 1993 and Nov. 1, 1995.]
SYLLABUS: Under the Code of Professional Responsibility and the Governing Bar Rules of
Ohio, the name of a legal professional corporation should not include the name of an associate who
is not a shareholder in the corporation.
OPINION: We have before us your request for an advisory opinion on whether you may use the
name of an associate in the name of your legal professional corporation. According to your letter,
the associate whose name you propose to add to the name of your legal professional corporation is
not a principal or shareholder in the corporation.
Guidance regarding your proposal may by found in the Supreme Court Rules for the
Government of the Bar of Ohio. Rule III, Section 2(A) of the Governing Bar Rules states:
[t]he name of the legal professional association ...shall consist of the name of: (1)
one or more of the active shareholders; or, (2) the name of one or more deceased,
retired, or disabled attorneys who were associated with its individual, or
partnership or corporate predecessor in the practice of law; or (3) both (1) and (2).
...The name of any active shareholder may be retained in the corporate name after
his death, retirement or inactivity because of age or disability. ...
In order to comply with the Governing Bar Rule III, it is our opinion that you should not
add the associate’s name to the name of your legal professional corporation.

Op. 88-016 2
Furthermore, under Ethical Consideration 2-12 of the Code of Professional Responsibility, a
lawyer should avoid all possibilities of misleading persons regarding his or her professional status.
Representing your associate in the manner you propose may mislead persons into believing he is a
shareholder in your legal professional corporation. Therefore, again we recommend you do not use
the name of a non-shareholder associate in the name of your legal professional association.
Legal professional associations are subject to the discipline of the Supreme Court Rules for
the Government of the Bar of Ohio and the Code of Professional Responsibility. Gov. Bar R. III,
§3. It is the duty of all shareholders, directors and officers, on behalf of themselves, the association
and all employees and agents of the corporation, to insure compliance with the Governing Bar
Rules, the Code of Professional Responsibility and §1785.01 et. seq. of the Ohio Rev. Code. Id.
Therefore, as a shareholder, you are required to comply with the above rules on behalf of your
professional corporation.
In conclusion, it is our opinion, and you are so advised that in order to comply with the
Governing Bar Rules and the Code of Professional Responsibility, you should not use the name of
an associate, who is not a shareholder, in the name of your legal professional corporation.
This is an informal, non-binding advisory opinion based upon the facts as presented
and limited to questions arising under the Code of Professional Responsibility.