Opinion 88-31
(November 1988)

In this matter, the law firm of A, B, C & D, a professional corporation, has four equal shareholders. Lawyer B would like to withdraw as a shareholder, but continue for a period to practice with the firm as Of Counsel. The Inquirer has asked whether, during that period, the firm may continue to call itself A, B, C & D.

Continued use of lawyer B's name in the name of the firm after he ceases to be a shareholder could be misleading and could violate Rule 7.5(d) of the Rules of Professional Conduct. Rule 7.5 (d) provides that lawyers may not imply that they practice in a partnership or other organization unless that is the fact. The comment to the Rule indicates that lawyers who are not, in fact, partners may not include their names in a firm name, for the title suggests partnership.

Rule 7.5 (a) recognizes an exception only in the case of a firm that continues to include the name of a deceased or retired member of a predecessor firm in a continuing line of succession. This does not apply to this situation, because lawyer B is not retired and will continue to practice with the firm as Of Counsel.

The Committee has concluded that the firm should not continue to use the name A, B, C & D when B is no longer a shareholder. However, the firm letterhead may indicate the former firm name, in parentheses, under the new firm name.

The Philadelphia Bar Association's Professional Guidance Committee provides, upon request, advice for lawyers facing or anticipating facing ethical dilemmas. Advice is based on the consideration of the facts of the particular inquirer's situation and the Rules of Professional Conduct as promulgated by the Supreme Court of Pennsylvania. The Committee's opinions are advisory only and are based upon the facts set forth. The opinions are not binding upon the Disciplinary Board of the Supreme Court of Pennsylvania or any other Court. They carry only such weight as an appropriate reviewing authority may choose to give it.