Partnership of Professional Corporations

101 N.J.L.J. 578
June 8, 1978

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS
 
Appointed by the New Jersey Supreme Court
 

OPINION 397

Partnership of
Professional Corporations

We are asked whether two separately organized professional service corporations may form a partnership keeping their separate identities and adopting as the name of the new firm:
"A B, a professional corporation and C, a professional corporation."

The Professional Service Corporation Act N.J.S.A. 14A:17-15 incorporates provisions of the Business Corporation Act (N.J.S.A. 14A:1-1 et seq.) except where the two conflict. And, the latter permits a business corporation to participate with others "in any partnership, limited partnership, joint venture or other association of any kind." N.J.S.A. 14A:3-(l)(m). R. 1:21-1A permits attorney to form a professional corporation under N.J.S.A. 14A:17-1. R. 1:21-1A(c) provides guidance on the formation of the corporate name and refers to DR 2-102(B) which forbids use of a trade name or a name that is misleading as to the identity of lawyers practicing under it. There is no provision for a name insisting of two professional corporations in partnership.
It is apparent that the rule was designed to permit a professional corporation to practice law within the ethical

considerations of the Disciplinary Rules. Accordingly, it is our opinion that the Disciplinary Rules do not authorize a partnership of two or more professional corporations.
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