Rule XIII governs authorization of house counsel attorneys. The Alabama house counsel rules allow eligible out-of-state attorneys to practice law in Alabama without going through the formal process of being admitted to the Alabama Bar. The rule is intended to facilitate the relocation of attorneys working exclusively for a “business organization” in Alabama.
Eligibility
House attorneys must:
- Be licensed in another state, United States territory, or the District of Columbia but not in Alabama.
- Be members in good standing where admitted.
- Cannot be subject to a disciplinary proceeding, reprimand, censure, or disbarment at the time of the application.
- Cannot have been permanently denied admission to practice before the bar of any jurisdiction based upon character and fitness at the time of the application.
House attorneys must be exclusively employed by a business organization located in Alabama or relocating to Alabama in furtherance of such employment within six months of the application for registration. The attorney must also receive, or shall receive, compensation for activities performed for that business organization.
A “business organization” includes a corporation, partnership, association, or other legal entity (together with its parents, subsidiaries, and affiliates) that is authorized to transact business in Alabama. The business cannot itself be engaged in the practice of law or the rendering of legal services outside of the organization, for a fee or otherwise, and cannot not charge or collect a fee, other than from entities constituting the business organization, for the representation or advice of authorized house counsel. Business organizations do not include a government entity, government subdivision, political subdivision, school board or any other entity that has the authority to levy a tax.
Practice
Attorneys may provide legal services in Alabama but those services are limited to the following:
- Providing legal advice to directors, officers, employees, and agents of the business organization with respect to the business and affairs of the business organization.
- Negotiating and documenting matters for the business organization.*
- Representing the business organization in its dealings with any administrative agency or commission having jurisdiction over the business organization. However, authorized house counsel cannot make appearances in any court, administrative tribunal, agency, or commission situated in Alabama unless the court or body’s rules otherwise authorize, or unless authorized house counsel is specially admitted pursuant to the Alabama Pro Hac Vice Rules.*
*Attorneys must provide disclosures when negotiating and drafting matters or representing the business organization in front of an administrative agency/commission. Attorneys have to disclose in writing to the party with whom they are negotiating or to the administrative agency/commission of the attorney’s authorized house counsel capacity. The disclosure must include the name of the business organization, the title or function of authorized house counsel, and a statement that authorized house counsel is not licensed to practice law in Alabama. The disclosure will be transmitted in a manner reasonably contemplated to create an awareness of the attorney’s status with respect to the relevant activity. Authorized house counsel attorneys cannot represent that they are members of the Alabama Bar or licensed to practice in Alabama.
- Individual Representation. Attorneys cannot represent or provide legal advice to any shareholder, owner, partner, officer, employee, servant, director, or agent of the business organization as an individual or for personal representation in any matter or transaction, unless otherwise permitted by law, code, or rule.
- Opinions to Third Parties. Attorneys cannot express or render a legal judgment or opinion to be relied upon by any person or party other than in the course of representing the business organization by which authorized house counsel is employed.
Attorneys are subject to the Alabama disciplinary rules and procedures.
Application and Certification
House attorneys are required to file the required Application, affidavits, and supporting documents.
Renewal
Annual registration is required.
Termination
Termination occurs at the earliest of the following events:
- Termination of employment with the business organization. If authorized house counsel begins employment with another business organization within 30 days of the termination, authorization to perform services continues upon filing a new business organization certificate with the Alabama State Bar.
- Withdrawal of certification by the business organization.
- Withdrawal of registration by authorized house counsel.
- The relocation of authorized house counsel outside of Alabama for a period greater than 160 days.
- Authorized house counsel’s disbarment or suspension from the practice of law by a court or other disciplinary agency or another state, United States territory, the District of Columbia, or by a federal court.
- The attorney’s failure to comply with the house authorization rules.
Attorneys are required to notify the Alabama State Bar within 30 days of the cessation event. Attorneys suspended or disbarred in another jurisdiction must file a copy of the order or judgment with the Alabama State Bar within 30 days of the order or judgment. Failure to notify the Alabama State Bar is a basis for discipline in Alabama. Upon receipt of notification, revocation of authority will be sent to the attorney. Previously registered house counsel may reapply.
The Alabama State Bar and the Disciplinary Commission of the Alabama State Bar may temporarily or permanently terminate the registration of authorized house counsel.