Opinion 2164

In 2002, the inquiring attorney formed a professional limited liability company (PLLC) with another attorney, using their names as the firm trade name. The firm website also was established in their names. Subsequently, the inquiry attorney sold his interest in the firm to the other attorney. The sales document included an agreement allowing the inquiring attorney to continue working in the same office space for two years. His relationship to the firm at this point is not clear. Someone has raised questions about the firm name, which has not changed despite the sale. The inquiring attorney has asked if it would make any difference if he retained an equity interest in the PLLC but was fully retired and no longer working at the firm.

A firm may not use a firm name that is misleading or implies a partnership where none exists. RPC 7.1; RPC 7.5. Prior opinions of the Committee make clear that a firm may continue to use the name of a former partner where the former partner is deceased, fully retired or inactive, or maintains some ownership stake in the firm. See Informal Opinions 1144 (1987), 1231 (1988), 1571 (1994), 1868 (1999), and 1994 (2002). Since you have sold your interest in the firm and are not fully retired neither you nor your former law partner may use the original name.

Advisory Opinions are provided for the education of the Bar and reflect the opinion of the Committee on Professional Ethics (CPE) or its predecessors. Advisory Opinions are provided pursuant to the authorization granted by the Board of Governors, but are not individually approved by the Board and do not reflect the official position of the Bar association. Laws other than the Washington State Rules of Professional Conduct may apply to the inquiry. The Committee's answer does not include or opine about any other applicable law other than the meaning of the Rules of Professional Conduct.