Legal Ethics Opinion #1576

Nonattorney Ownership of Law Firm Professional Corporation

You have presented a hypothetical situation in which a
Commissioner in Chancery has ordered a practicing attorney to
issue stock in his law corporation, and turn over his shares and
interest in the law corporation, to his ex-wife, a nonlawyer, to
satisfy the ex-wife's equitable distribution, which has been
reduced to judgment.  You state that at a hearing for the purpose
of debtor's interrogatories, the Commissioner ordered
debtor/lawyer to issue shares to his ex-wife within fifteen days. 
The Commissioner was then advised by the debtor that his ex-wife
could not have an interest in his law corporation because she is
not a lawyer.  The Commissioner advised the debtor that the
issuance of the shares and the turn-over order would have the
effect of dissolving his corporation and restated his position
that the debtor would have fifteen days to comply.  The
Commissioner's order was affirmed by the Circuit Court.
  
You have asked the committee to opine, under the facts of the
inquiry, (1) whether a Commissioner in Chancery can compel a
debtor, who is a practicing attorney, to issue stock in his law
corporation to be turned over to his ex-wife to satisfy the ex-
wife's equitable distribution which has been reduced to judgment;
and (2) whether a Commissioner in Chancery can compel a
debtor/attorney to turn over his shares and interest in his law
corporation to his ex-wife, who is not a lawyer.  Additionally,
you ask whether the debtor/attorney is shielded from any
debtor/creditor laws or any other statute or rule of court in
Virginia.
 
The committee has considered your inquiry and determined that the
issues raised call for interpretations of debtor/creditor
statutes; and Va. Code l3.l-543 and -544, as well as various
provisions of 14 of Part Six, Section IV of the Rules of Court,
all of which govern the professional conduct of the practice of
law through professional law corporations and professional
limited liability companies in Virginia.  Thus, the committee
declines to opine since the resolution of legal issues is beyond
the purview of the committee.   See, however, DR 3-
103(A)(prohibiting a lawyer from forming a partnership with a
non-lawyer if any of the activities of the partnership consist of
the practice of law).

Committee Opinion
February 8, 1994