Forming a Firm in Texas When Owner Licensed Elsewhere — FAQs

1.) Can a firm that is incorporated in another state open a firm in Texas?

Yes. It is not necessary to incorporate the firm in Texas. However, the firm must be registered with the Texas Secretary of State’s Office to conduct business in Texas.

2.) Does the firm need to notify or register with the State Bar of Texas?

No. Unlike other state bar associations, the State Bar of Texas does not require firms or lawyers licensed in other states or countries to:

• notify the State Bar of Texas when a firm is opened or formed in Texas,
• register the firm or any firm lawyers licensed in other states or countries with the State Bar of Texas,
• pay a fee, or
• submit copies of documents filed with the Texas Secretary of State’s Office initially or annually.

3.) Must the firm have an attorney licensed in Texas practicing in the Texas office?

It depends.

If the firm will handle matters involving Texas law, the firm must have an attorney licensed in Texas practicing in the Texas office. The Texas lawyer may practice law as an associate or other nonpartner lawyer if that attorney “(1) qualifies as a ‘firm lawyer’ reasonably considered to be ‘in’ the law firm under the factors discussed in Opinion 577; and (2) is given the responsibility and authority to make decisions about the firm’s practice of law in Texas.” The firm must also designate a resident agent for service of process. See ethics opinion 686 (January 2020).

If the firm will not handle matters involving Texas law, the firm does not need to have an attorney licensed to practice in Texas in its Texas office. For example, a firm that solely practices immigration law and opens an office in Texas can hire an attorney who is not licensed in Texas if that lawyer does not handle any immigration matters that involve Texas law, such as matters involving special juvenile immigrant status. See ethics opinion 516 (July 1996). Another example is a lawyer licensed to practice law in another country or state who practices remotely in Texas but solely handles matters involving the law of the country or state in which the attorney is licensed.

4.) Can the firm operate under the same name it uses in another state?

Yes, if all representations of the firm made to the public identify the states in which the members of the firm are licensed to practice. See Texas Disciplinary Rules of Professional Conduct 7.01(b) and comments to the Rule.

5.) Should the firm be aware of any other issues?

If the firm will practice Texas law in the Texas office, the firm should plan to work through any ethical issues that may arise and resolve any differences between disciplinary rules of the state in which the firm is currently operating and the Texas disciplinary rules, including advertising rules, nonlawyer ownership of the law firm, conflicts of interest, fee splitting, and the like.