Below is an overview of the key principles, rules, and considerations governing the concept of a law firm in the Philippines under the lens of Legal Ethics—particularly under Canon II on Propriety (and related rules and jurisprudence). This discussion synthesizes the relevant provisions of the (old) Code of Professional Responsibility, the newly promulgated Code of Professional Responsibility and Accountability (CPRA, 2023), Supreme Court decisions, and long-standing ethical practices in Philippine jurisprudence. While not exhaustive of every single possible source, this is a comprehensive guide to the most important points about law firms in the Philippine context.

1. Definition and Nature of a Law Firm

General Professional Partnership
- In the Philippines, a law firm is usually formed as a general professional partnership (GPP), composed solely of duly admitted and licensed lawyers.
- Unlike ordinary business corporations, professional partnerships for the practice of law cannot incorporate as a stock corporation—law practice is not a business enterprise but a profession regulated by the Supreme Court.
Purpose
- A law firm exists to render legal services to clients—advisory, transactional, and litigation.
- It operates under collective ethical and professional responsibilities. Any ethical violation by one partner or associate may affect the entire firm.
Identity and Autonomy
- While the firm can operate as an entity for administrative and organizational convenience, the Supreme Court has repeatedly emphasized that the attorney-client relationship is personal. Each individual lawyer remains directly responsible to the client and to the courts for ethical compliance.

2. Formation and Registration

Bar Admission Requirement
- All partners must be members of good standing of the Philippine Bar.
- Non-lawyers cannot be partners or owners in a law firm.
SEC/DTI Requirements
- Despite being primarily regulated by the Supreme Court, a law firm that organizes as a GPP typically registers with the Securities and Exchange Commission (SEC) to obtain a Certificate of Partnership.
- The firm name is registered but remains subject to ethical rules on naming conventions (see §4 below).
Articles of Partnership
- As with any partnership, the firm’s founders execute Articles of Partnership setting forth terms on capital contributions (often nominal in a law firm), profit sharing, management, and dissolution.
- However, these provisions cannot override ethical obligations under the Code of Professional Responsibility (CPR) or the new CPRA.

3. Ethical Responsibilities of the Law Firm as a Whole

Imputed Knowledge and Conflicts of Interest
- Under settled jurisprudence, a conflict of interest affecting one partner or associate is generally imputed to the entire firm. The rationale is to prevent the misuse or inadvertent disclosure of confidential information gained by any member of the firm.
- The firm must implement safeguards (e.g., “Chinese walls” or “ethical screens”) if attempting to represent conflicting interests, but Philippine courts are often strict in disallowing representation that creates even an appearance of impropriety.
Joint and Several Liability for Malpractice
- Partners may be jointly and severally liable for the misconduct or malpractice of their associates or employees acting in the name of the firm, subject to the circumstances in which the act was committed.
- Each lawyer, however, remains personally accountable to the Supreme Court for disciplinary proceedings.
Duty to Supervise and Train
- Senior partners have a duty to supervise younger associates and ensure compliance with the Code of Professional Responsibility.
- Law firms must adopt quality control measures (review protocols, standard operating procedures, etc.) to prevent ethical lapses.
Prohibition Against Unauthorized Practice of Law
- A law firm must not employ non-lawyers (such as law graduates or legal researchers) in roles that amount to unauthorized practice of law. Support staff may assist but never “act as counsel” or appear in court independently.

4. Law Firm Names and Letterheads

Use of Names
- Traditionally, a law firm may continue to use the names of deceased or retired partners so long as the usage is not misleading and it has become part of the firm’s established identity.
- Partners who have left the firm to join government service or to practice elsewhere should typically be removed unless there is an established practice recognized by the Supreme Court (e.g., name retained to denote continuity).
Misleading Names
- The Supreme Court prohibits the use of firm names that create false impressions, for example:
  - A name suggesting it is a partnership when it is a sole proprietorship.
  - Inclusion of “& Associates” when there are no real associates.
  - Use of grandiose or promotional terms (e.g., “Best Lawyers Firm,” “Premier Legal Services,” etc.) since the practice of law is a profession, not a commercial enterprise.
Letterheads and Signage
- The information on a law firm’s letterhead must be accurate and dignified:
  - It may list the lawyers in the firm and their respective professional qualifications (e.g., LL.M., former positions), but must avoid over-commercialization or self-laudatory statements.
  - Including bar admission dates, languages spoken, or modest references to academic achievements is allowed, but must not be misleading or amount to improper advertising.
Advertising and Publicity
- Canon 3 of the old Code and parallel rules in the new CPRA limit advertising. Law firms may provide basic information about their services (office address, contact details, areas of practice), but are prohibited from direct solicitation or mass advertising that smacks of commercialism.
- The Supreme Court allows limited online presence (websites, social media pages), but content must be informative rather than promotional or laudatory.

5. Internal Structure and Management

Hierarchy and Roles
- Typical structure: Senior Partners, Junior Partners, Senior Associates, Junior Associates, and support staff (paralegals, clerks, secretaries).
- Decisions on client acceptance, fee arrangements, and conflict checks are often done at the partnership level.
Compensation and Profit-Sharing
- As a general professional partnership, the net income is usually distributed to partners according to the agreed ratio in the Articles of Partnership.
- Associates are paid salaries or monthly draws; they may also receive performance-based bonuses.
- Ethical Consideration: Fees must be reasonable, and fee agreements should not be unconscionable or contrary to the lawyer’s duty to provide competent service.
Of Counsel Arrangements
- Senior attorneys who are not full-time partners may be designated “Of Counsel,” provided the arrangement is genuine. The Supreme Court disallows the use of “Of Counsel” as a mere prestige title if the lawyer does not have an actual advisory role.

6. Professional Responsibility and Accountability

Canon II on Propriety (Old CPR and New CPRA)
- Propriety demands that lawyers and law firms conduct themselves with dignity, honor, and integrity.
- The firm, as a collective, must uphold courtesy and respect towards the courts, clients, the public, and other members of the Bar.
- Disputes among law firm members that spill into public forums may reflect poorly on the profession—firms are encouraged to settle internal issues privately and ethically.
Collective Ethical Standards
- The entire firm shares a unified stance on professional ethics. If a client demands unethical conduct, the firm should unanimously refuse or withdraw.
- Partners must immediately remedy or report any unethical acts by associates. Silence or tolerance may lead to partner liability.
Disciplinary Proceedings
- While disciplinary actions typically proceed against an individual lawyer, there have been instances where the Supreme Court has called out or admonished entire law firms for systemic or repeated ethical lapses (e.g., failure to file pleadings on time, pattern of frivolous litigation).
- The Supreme Court can discipline any member of the firm or even refer the matter to the Integrated Bar of the Philippines (IBP) for further investigation.

7. Firm Representation and Conflicts of Interest

Conflict Checking System
- A robust conflict-check system is crucial. A law firm must maintain a database or record of past and current clients to avoid representing conflicting interests.
- Philippine jurisprudence is strict: representing adverse parties in the same or related matters is a ground for disciplinary action.
Withdrawal and Disqualification
- If a conflict arises mid-representation, the firm must promptly withdraw or seek the client’s informed written consent if applicable (some conflicts are non-consentable).
- Courts can disqualify an entire firm from a case if any member’s conflict so requires.

8. Client Relations and Engagement

Retainers
- Firms often enter into retainer agreements with corporate and individual clients.
- The agreement should clearly state the scope of legal services, basis of fees, billing arrangements, and how conflicts (if any) are managed.
Confidentiality and Attorney-Client Privilege
- The firm must ensure that all partners, associates, and staff respect client confidentiality.
- Even after the lawyer-client relationship ends, the duty of confidentiality remains in force.
Fee Arrangements
- Law firms may charge fixed fees, hourly rates, success-based (contingency) fees (subject to restrictions), or monthly retainers.
- Fees must be reasonable, fair, and commensurate with the complexity of the work and the lawyer’s expertise, in line with Canon 20 (old CPR) / relevant CPRA provisions.

9. Dissolution and Withdrawal from Partnership

Firm Dissolution
- A firm may dissolve upon death, withdrawal, or incapacity of partners, or when partners mutually agree.
- Ongoing client matters must be transitioned responsibly—clients cannot be left hanging.
Withdrawal of Partners
- Exiting partners are bound to maintain confidentiality of firm cases; they must also avoid any conflicts arising from knowledge of the firm’s representations.
- Client files and property must be returned or retained according to the client’s best interests and any prior engagement agreement.
Continuing Liability
- Even after dissolution or withdrawal, a partner may still face liability for professional misconduct that occurred during their tenure.
- The Supreme Court retains jurisdiction to discipline lawyers for unethical acts regardless of their firm affiliation.

10. Summary of Key Ethical Takeaways

Law as a Profession, Not a Business: The practice of law cannot be commercialized; hence, the formation and operation of a law firm must reflect the profession’s dignity and integrity.
Vicarious and Collective Responsibility: Ethical breaches by one lawyer can implicate the entire firm, underscoring the importance of robust internal ethical safeguards.
Accurate Naming and Representation: A firm name cannot mislead the public. Public communications (letterheads, signage, websites) must be truthful, conservative, and dignified.
Stringent Conflict Checks: The entire firm is treated as one unit for conflict-of-interest purposes; a clear system must be in place to avoid conflicts.
Client-Focused Representation: Firms must prioritize client interests within the bounds of law and ethics—zealous advocacy tempered by fidelity to truth, justice, and professional decorum.
Continuing Oversight by Supreme Court: Ultimately, the Supreme Court of the Philippines regulates the practice of law. Any violation of the canons, whether committed by an individual lawyer or in the name of a firm, can lead to disciplinary sanctions.

Final Note

The concept of a law firm in Philippine legal ethics is deeply rooted in the profession’s emphasis on integrity, dignity, and service. While law firms provide organizational efficiency, every lawyer within the firm must individually uphold the standards set by the Supreme Court and the governing Codes of Professional Responsibility. Collectively, partners and associates safeguard not only their clients’ interests but also the honor of the Bar and the integrity of the justice system.