Opinion 407

Statement of Facts Discussion Conclusion

A firm of attorneys located in a foreign country and practicing the law of the foreign country proposes to open an office in Texas for the purpose of practicing solely the law of the foreign country. One of the partners in the firm is an attorney licensed in Texas, but that partner will not be a resident lawyer in the Texas office. The firm, including the proposed office in Texas, will not practice Texas law and proposes not to hold the firm lawyers out as licensed to practice in Texas. The Texas office would serve the same clients and render the same services as the main office located in the foreign country.

It is the opinion of the Professional Ethics Committee that operating a permanent office in Texas for the purpose of rendering advice solely as to the law of one or more foreign jurisdictions constitutes practicing law in Texas. Although representation of clients in Texas courts on questions of Texas law unquestionably constitutes the practice of law in Texas, advising clients in Texas on legal matters or drafting legal documents in Texas under the laws of an applicable foreign jurisdiction also constitutes the practice of law in Texas. When such activities are carried on in a permanent office located in Texas, the person or persons conducting such activities must be licensed to practice law in Texas.

Accordingly, persons regularly rendering in a Texas office legal services solely under foreign law must be members of the State Bar of Texas. The State Bar Act, Tex.Rev.Civ.Stat.Ann. art. 320a-1, ∋10(a), provides in pertinent part that "[a]ll persons not members of the State Bar are prohibited from practicing law in this state except that the Supreme Court may promulgate rules and regulations prescribing the procedure for limited practice of law by attorneys licensed in another jurisdiction . . . ." The Supreme Court has not promulgated rules permitting the practice here in question by persons who are not members of the State Bar. In addition, for the reasons set forth in Opinion 400 of the Professional Ethics Committee (1981), a foreign law firm with an office in Texas should have a registered agent for service of process and must have a resident partner who is licensed to practice law in Texas. If these requirements are met, Disciplinary Rule 2-102(C), as promulgated by the Supreme Court of Texas effective September 1, 1982, would permit the Texas office to operate under the firm name used in the foreign country provided the jurisdictions in which particular lawyers are licensed to practice are clearly identified.

Under the Texas Code of Professional Responsibility, attorneys licensed to practice law in Texas may not assist unlicensed persons to practice law in Texas in violation of the State Bar Act. Disciplinary Rule 3-101(A) provides that "[a] lawyer shall not aid a non-lawyer in the unauthorized practice of law." Thus, under the Texas Code of Professional Responsibility, lawyers licensed to practice law in Texas may not aid persons not licensed to practice law in Texas to establish and operate a law office in Texas even if the law office renders services solely with respect to the laws of a foreign jurisdiction.

Because a law firm located in a foreign country is involved, the conclusions set forth above would be subject to possible modification under applicable federal law, including any applicable treaty between the United States and the foreign country concerned.

A law firm located in a foreign country may operate under its firm name an office in Texas to provide legal services solely with respect to the law of the foreign country provided that all persons regularly providing legal services in the Texas office are licensed to practice law in Texas and the jurisdictions in which particular firm lawyers are licensed to practice are clearly identified, and provided that the law firm has a registered agent for service of process in Texas and has a partner resident in the Texas office who is licensed to practice law in Texas. These requirements could be modified by federal statute or treaty.