Summary: The members of a newly organized professional corporation may continue to use its former partnership name "A, B & C" in its dealings with the general public on its letterhead. The designation "P.A." or "P.C." may also be used, but is not required.
Facts: A law firm organized as a partnership under the name "A, B & C" proposes to incorporate under G.L. c.156A and S.J.C. General Rule 3:18. Its corporate name will (as required by these provisions) use the present name, followed by the designation "P.A." or "P.C.," and any certificate of real name required by G.L. c.110 would be filed.
The firm asks whether it may then continue to use its former partnership name "A, B & C," absent the corporate designation, in its dealings with the general public and on its letterhead.
Discussion: By the continued use of the former partnership name, the group of lawyers so practicing together in the same suite of offices "would appear to the general public to be partners, or at least associated in some other way, with common personnel, files and business ties of some kind or another." See our Opinion No. 76-19, p. 3.
This representation would not be misleading, for while the group members are not partners, they are in fact associated together as shareholders and employees of a professional corporation.
DR 2-102(B) imposes some limitations upon firm names. When it speaks of "a firm name," it is clearly not limited to partnerships, since it permits the use in firm names of the names of deceased or retired "members of the firm or of a predecessor firm in a continuing line of succession," and further provides that "the name of a professional corporation or professional association may contain 'P.C.' or 'P.A.' or similar symbols indicating the nature of the organization."
Therefore, we do not believe that the continued use of the name "A, B & C" would be the "practice under a trade name" or "a name that is misleading as to the identity of the lawyer or lawyers practicing under such name" (since A, B and C will all be in the new professional corporation), or "a firm name containing names other than those of one or more of the lawyers in the firm" (for the same reason), as proscribed in DR 2-102(B); nor do we believe that A, B and C would be "holding themselves out as having a partnership with one or more other partners," (contrary to the fact since, as noted above, we have not construed the name "A, B & C" to be holding out of a partnership), as proscribed by DR 2-102(C).
We are assisted in reaching this conclusion by the fact that General Rule 3:22 establishing the Canons of Ethics and Disciplinary Rules was adopted by the Supreme Judicial Court after its adoption of General Rule 3:18(2)(c), which required the name of a professional corporation to so indicate. When DR 2-102(B) was later adopted, it provided only that the name of a professional corporation or association under which it practices may (not must) contain "P.C." or "P.A." or similar symbols "indicating the nature of the organization."
Permission to publish granted by the Board of Delegates, 1977. As stated in the Rules of the Committee on Professional Ethics, this advice is that of a committee without official governmental status.