Ethics Question of the Month May 2025

Guilt by Association?

Do the ethics rules permit a Texas attorney to join an out-of-state law firm that permits non-attorney partners?

The Situation

Attorney Luis is a solo practitioner who practices only in Texas. He is approached by a prestigious Washington D.C. law firm about joining their firm as a partner and opening its first satellite office in Texas. He is excited at the prospect of joining this high-profile firm and begins discussions with the firm to see if the arrangement might work.

In these discussions, Luis discovers that several of the firm’s partners are not licensed attorneys. He learns that Washington, D.C. is one of the few American jurisdictions that allows lawyers to partner with non-lawyers in a law firm, but Luis knows that this arrangement is prohibited in Texas by Rule 5.04(b) of the Texas Disciplinary Rules of Professional Conduct.

Luis does not plan to work on any matters outside of Texas, though he may be asked to provide informal opinions or guidance to other firm lawyers outside of Texas. But he is concerned that Rule 5.04(b) may limit his ability to participate in legal matters outside of Texas or even prohibit him from joining the firm at all.

The Question

According to a recent Texas Ethics Opinion, which of the following is most accurate?

The Correct Answer is A Of 9 Responses, 55% are correct.

  1. A 5
  2. B 1
  3. C 1
  4. D 0
  5. E 2
  6. F 0
  7. G 0
  8. H 0

The Explanation

Rule 5.04(b) of the Texas Disciplinary Rules of Professional Conduct provides that a lawyer “shall not form a partnership with a non-lawyer if any of the activities of the partnership consist of the practice of law.” Rule 5.04(d) extends the prohibition to associations and professional corporations. But what if the non-lawyer partners are not in Texas and are legally permitted in the foreign jurisdiction where they are located?

The Professional Ethics Committee for the State Bar of Texas considered this question in Ethics Opinion 704 (Feb. 2025). The Committee concluded that Texas lawyers cannot partner with non-lawyers in a law firm, regardless of where the non-lawyer partners are located. The Opinion cites the comments to Rule 5.04 for the purpose of the rule, which is: (1) to prevent client solicitation by non-lawyers, (2) to avoid “encouraging or assisting” non-lawyers in the practice of law, and (3) to protect a lawyer’s professional independence.

The Committee noted that the ABA Committee on Ethics and Professional Responsibility and the New York State Bar Association Committee on Professional Ethics reached similar conclusions in ABA Ethics Formal Opinion 91-360 (July 1991) and NYSBA Ethics Opinion 1038 (Dec. 2014). The Opinion stated that it does not address whether a Texas lawyer may divide fees with a lawyer in a different law firm that has owned by non-lawyer owners because fee division is covered by Rule 1.04(f) and 1.04(g) and “does not necessarily implicate the same issues and concerns as Rule 5.04(b) and 5.04(d).” The correct response is A.

Bluebook Citation

Guilt by Association?: Ethics Question of the Month - May 2025, Texas Center for Legal Ethics (2025), from https://legalethicstexas.com/ethics-question-of-the-month/ethics-question-of-the-month-may-2025/ (last visited May 09, 2025)

Next Question April 2025

See All Ethics Questions of the Month