Notwithstanding any rule of this Court to the contrary, any person employed in Virginia as a lawyer exclusively for a for-profit or a non-profit corporation, association, or other business entity, including its subsidiaries and affiliates, that is not a government entity, and the business of which consists solely of lawful activities other than the practice of law or the provisions of legal services (“Employer”), for the primary purpose of providing legal services to such Employer, including one who holds himself or herself out as “in-house counsel,” “corporate counsel,” “general counsel,” or other similar title indicating that he or she is serving as legal counsel to such Employer, must either (i) be a regularly admitted active member of the Virginia State Bar; (ii) be issued a Corporate Counsel Certificate as provided in Part I of this rule and thereby become an active member of the Virginia State Bar with his or her practice limited as provided therein; or (iii) register with the Virginia State Bar as provided in Part II of this rule; provided, however, no person who is or has been a member of the Virginia State Bar, and whose Virginia License, at the time of application, is revoked or suspended, may be issued a Corporate Counsel Certificate or permitted to register under this Rule.
-
Notwithstanding the requirements of Part I of this rule, any lawyer as defined in the Introduction and Part I(a) of this rule may register with the Virginia State Bar as a “Corporate Counsel Registrant.” A person admitted to the practice of law only in a country other than the United States, and who is a member in good standing of a recognized legal profession in that country, the members of which are admitted to practice law as lawyers, counselors at law, or the equivalent, and are subject to effective regulation and discipline by a duly constituted professional body or public authority, may also register under Part II of this rule.
-
A registrant must:
-
Register with the Virginia State Bar upon a form, under oath, furnished by the Virginia State Bar, which must include affirmations that (i) he or she will at no time undertake to represent his or her Employer or any other person, organization or business entity before a Virginia court or tribunal except as permitted pursuant to Rule 1A:4 of this Court, (ii) his or her work is limited to business and legal services related to issues confronting his or her Employer at a regional, national or international level with no specific nexus to Virginia, and (iii) he or she will not provide legal advice or services to any person other than his or her Employer.
-
Furnish a certificate, signed by the presiding judge of the court of last resort of a jurisdiction in which the registrant is admitted to practice law, stating that the registrant is licensed to practice law and is an active member in good standing of the bar of such jurisdiction.
-
File an affidavit, upon a form furnished by the Virginia State Bar, from an officer of the registrant's Employer attesting to the fact that the registrant is employed as legal counsel to provide legal services exclusively to the Employer, including its subsidiaries and affiliates; that the nature of the registrant's employment conforms to the requirements of Part II of this rule; and that the Employer will notify the Virginia State Bar immediately upon the termination of the registrant's employment.
-
Certify that the registrant has read and is familiar with the Virginia Rules of Professional Conduct.
- Pay a registration fee of one hundred and fifty dollars.
-
During the period in which a corporate counsel registration is pending with the Virginia State Bar until the registrant is notified that either (i) his or her registration is rejected; or (ii) he or she is eligible to practice pursuant to Part II of this rule, the registrant may be employed in Virginia as a Corporate Counsel Registrant on a provisional basis by the Employer furnishing the affidavit required by Part II(b)(3) of this rule.
-
Upon completion of the requirements of Part II(b) of this rule, the registrant will immediately be recorded by the Virginia State Bar as a Corporate Counsel Registrant. Each registrant must pay to the Virginia State Bar the annual dues required of regularly admitted active members of the Virginia State Bar. No lawyer registered pursuant to Part II of this rule may (i) undertake to represent his or her Employer or any other person or entity before a Virginia court or tribunal except as permitted for lawyers licensed and in good standing in another United States jurisdiction pursuant to Rule 1A:4 of this Court; (ii) offer or provide legal services to any person other than his or her Employer; (iii) undertake to provide legal services to another through his or her Employer; or (iv) hold himself or herself out to be authorized to provide legal services or advice to any person other than his or her Employer.
-
The provision of legal services to his or her Employer by a lawyer registered pursuant to Part II of this rule is deemed the practice of law in Virginia only for purposes of subjecting the lawyer to the Virginia Rules of Professional Conduct; the jurisdiction of the disciplinary system of the Virginia State Bar; and Part 6, Section IV, Paragraph 13 of the Rules of the Supreme Court of Virginia. Jurisdiction of the Virginia State Bar will continue whether or not the lawyer maintains the registration and irrespective of the lawyer's presence in Virginia.
-
A lawyer registered pursuant to Part II of this rule must use as his or her address of record with the Virginia State Bar a business address in Virginia of the Employer furnishing the affidavit required by Part II(b)(3) of this rule.
-
A lawyer registered pursuant to Part II of this rule must promptly report to the Virginia State Bar any change in employment, any change in bar membership status in any state, territory of the United States, the District of Columbia, or other country in which the lawyer has been admitted to the practice of law, or the imposition of any disciplinary sanction in a state, territory of the United States, the District of Columbia, or other country, or by any federal court or agency before which the lawyer has been admitted to practice.
-
A lawyer’s authority to provide legal services which may be permitted pursuant to Part II of this rule will be automatically suspended when (i) employment by the Employer furnishing the affidavit required by Part II(b)(3) of this rule is terminated, (ii) the lawyer fails to comply with any provision of Part II of this rule, or (iii) the lawyer is suspended or disbarred for disciplinary reasons in any state, territory of the United States, the District of Columbia, other country, or by any federal court or agency before which the lawyer has been admitted to practice. Any lawyer whose authority to practice is suspended pursuant to (i) above will be reinstated upon evidence satisfactory to the Virginia State Bar that the lawyer is in full compliance with the requirements of Part II of this rule, which must include an affidavit furnished by the lawyer’s new Employer. Any lawyer whose authority to practice is suspended pursuant to (ii) above may be reinstated by compliance with applicable provisions of Part 6, Section IV, Paragraph 19 of the Rules of the Supreme Court of Virginia. Any lawyer whose authority to practice is suspended or terminated pursuant to (iii) above, may petition for reinstatement pursuant to Part 6, Section IV, Paragraph 13-25 of the Rules of the Supreme Court of Virginia.
-
No time spent as Corporate Counsel Registrant will be considered in determining eligibility for admission to the Virginia Bar without examination.
-
The Virginia State Bar may adopt regulations as needed to implement the requirements of Part II of this rule.
The amendments effective March 1, 2021, clarified the meaning of the word "shall" which formerly appeared in the Rules.
The amendment effective June 10, 2011, changed Part
I, paragraph (d) and added to appendix of forms.
The amendment effective April 15, 2011, changed Part
I, paragraphs (g) and (h).
The amendments, effective January 1, 2020, adopted
November 1, 2019, remove “after July 1, 2004” from the first sentence
in the Introduction; in Part I, paragraph (a), replace “Virginia State
Bar” with “Virginia Board of Bar Examiners (“Board”)” and remove the
word “Registered”; substantially rewrote paragraph (b); in paragraph
(c), insert “Provisional Certificate.” before the first sentence,
replace “Virginia State Bar” with “Board”, and replace “Part I(b)(3)”
with “Part I(b)(8)”; in paragraph (d), insert “Admission.” before the
first sentence, replace “Virginia State Bar” in both instances with
“Board”, replace “Part I(f)” with “Part I(e)”, and delete everything
in this paragraph beginning with “…or by appearing before….” to the
end; delete all of paragraph “(e)”; replace paragraph “(f)” with
“(e)”, insert “Scope.” before the first sentence, replace “Part
I(b)(3)” with “Part I(b)(8)”, delete “(g) below” with “(f)”; replace
paragraph “(g)” with “(f)” and insert “Pro Bono Service.” before the
first sentence, and replace “(f) above” with “(e)”; replace paragraph
“(h)” with “(g)” and add the new language: “Rights and
Obligations…members of the Virginia State Bar.”; insert “(1)” before
the sentence beginning “All legal services….”, and add “in Virginia”
after “deemed the practice of law”; delete “(i)” and insert “(2)”
before the sentence beginning “A lawyer certified pursuant to Part
I….”, and replace “Part I(b)(3)” with “Part I(b)(8)”; delete “(j)” and
insert “(3)” before the sentence beginning “A lawyer certified
pursuant to Part I of this rule ….”; delete “(k)” and insert “(4)” and
add the new language: “The period of time a lawyer…applications for
admission without examination.”; insert paragraph “(h) Termination.”
before the sentence beginning “A lawyer’s authority to practice
law….”, replace “Part I(b)(3)” with “Part I(b)(8)”, add “evidence”
before the language “…shall include an affidavit furnished….”, and
replace “Paragraph 13 I.7” with “Paragraph 13-25”; delete entire
paragraph “(l)”; replace paragraph “(m)” with “(i)” and insert “The
Board and the…” before “…Virginia State Bar may adopt regulations….”;
in Part II, paragraph “(h)”, replace “Paragraph 13 I.7” with
“Paragraph 13-25”.