In-House Corporate Counsel Providing Legal Services to CEO
And to Client of Corporation.

This is in response to your letter of January 18, 1993, requesting an Unauthorized Practice of Law advisory opinion dealing with the provision of personal legal services to a corporation’s president/owner/CEO and to a client of the corporation by the corporation’s in-house counsel. You have also inquired as to certain issues regarding fees collected for such legal services.

The Committee considered your inquiry at its February 11, 1993 meeting and has directed me to transmit its conclusions to you.

The Committee directs your attention to prior Unauthorized Practice of Law Opinion 57, approved by the Supreme Court of Virginia on December 2, 1983, which concluded that, since a lay corporation cannot practice law, no lay corporation may provide legal services to its customers. In applying specific provisions of the Virginia Code and the Court’s earlier decision in Richmond Ass’n of Credit Men v. Bar Assoc., 167 Va. 327 (1937), the Opinion further concluded that it would be improper for any attorney employee of a lay corporation to assist the lay corporation in the unauthorized practice of law.

Thus, in response to your inquiries, the Committee believes that UPL Op. 57 is dispositive of the questions you raise. In applying the conclusions of that Opinion to the facts you present, the Committee believes that, since the in-house counsel is employed by the corporation, the delivery of legal services either to the President/owner/CEO or to clients of the corporation would constitute the unauthorized practice of law by the corporation. Regardless of whether the President/owner/CEO is the alter ego of the corporation, the corporation is a legal entity separate from the individual. Thus, the Committee is of the opinion that the attorney may only render legal services to the CEO if the attorney is a bar member who maintains a practice separate from his employment with the corporation.

Having concluded that the attorney’s delivery of legal services to the corporation’s President/owner/CEO or clients under the auspices of the corporation would constitute the unauthorized practice of law, the Committee believes that your inquiries as to legal fees are rendered moot. However, should the attorney establish a separate legal practice, questions of fee-splitting would be relevant. Although determinations as to the propriety of any such fee-splitting are beyond the purview of this committee and are more properly in the province of the Virginia State Bar’s Standing Committee on Legal Ethics, the Committee directs your attention to Disciplinary Rule 3-102, which prohibits a lawyer from sharing legal fees with a non-lawyer, and to Disciplinary Rule 3-101, which prohibits a lawyer from aiding a non-lawyer in the unauthorized practice of law.

Committee Opinion
March 5, 1993