Ethics Forum: Questions and Answers on Professional Responsibility

Corporate counsel are limited unless they are licensed in the jurisdiction where their business is located.

I am general counsel to a company that operates in all 50 states. My office is in Pennsylvania and I am licensed in New York and Delaware. Is there anything else I have to do in Pennsylvania?

Being corporate counsel or assistant corporate counsel to a multistate business sometimes creates ethical issues for the general counsel. Surprisingly, some general or business counsel don't appreciate all the issues, particularly the problem of unauthorized practice of law if they are not licensed in a particular state. There is no exemption for general corporate counsel to engage in the unauthorized practice of law in areas where they are not licensed.

The Pennsylvania Bar Admission Rules have a specific section for the limited admission of in-house corporate counsel. That is found under Rule 302 of the Pennsylvania Bar Admission Rules. That rule, in essence, allows any attorney not a member of the Bar of Pennsylvania, but who is employed by and performs legal services in the commonwealth for a corporation or company or partnership to obtain a limited in-house corporate counsel license in order to provide such legal services if they are performed in Pennsylvania on more than a temporary basis by the lawyer. This license is limited and allows the business counsel or general counsel to provide advice or services to the corporation named in the application. But, the services are limited to giving legal advice to the directors, officers, employees and agents of the business organization with respect to his business affairs, negotiating and documenting all matters for the business organization and representing the business organization in its dealings with an administrative agency or commission if authorized by the rules of that agency or commission.