Ala. R. Bar Admis. VIII

A. Purpose. This rule is intended to facilitate the relocation of persons employed

by or to be employed by any "business organization," as that term is defined in this rule,

who will undertake, in whole or in part, to provide legal services for such business

organizations in Alabama. Notwithstanding the provisions of Rules I through VII, supra,

this rule authorizes attorneys licensed to practice in jurisdictions other than Alabama to

be permitted to undertake activities in Alabama while employed exclusively by a

business organization without the requirement of taking and passing the Alabama Bar

examination.

B. Definitions.

(1) Authorized House Counsel. “Authorized house counsel” shall be any

person who:

(a) is not a member of the Alabama State Bar but is licensed to practice

law in any state other than Alabama, a United States territory, or the

District of Columbia and who is a member in good standing of the entity

governing the practice of law in that state, United States territory, or the

District of Columbia;

(b) is not subject to a disciplinary proceeding or outstanding order of

reprimand, censure, or disbarment, permanent or temporary, for

professional misconduct by the bar or courts of any jurisdiction at the time

he or she applies for registration under this rule;

(c) has not been permanently denied admission to practice before the bar

of any jurisdiction based upon character or fitness at the time he or she

applies for registration under this rule;

(d) agrees to abide by the Alabama Rules of Professional Conduct and the

Alabama Rules of Disciplinary Procedure, without limitation, and to submit,

for disciplinary purposes, to the jurisdiction of the Disciplinary Board and

the Disciplinary Commission of the Alabama State Bar and the Supreme

Court of Alabama;

(e) is, on the date the person applies for registration under this rule,

exclusively employed by a business organization located in the State of

Alabama or relocating to the State of Alabama in furtherance of such

employment within six months of such application under this rule and

receives or shall receive compensation for activities performed for that

business organization; and

(f) has registered pursuant to Rule VIII.D., infra.

(2) Business Organization. For the purpose of this rule, a "business organization"

is a corporation, partnership, association, or other legal entity (taken together with its

respective parents, subsidiaries, and affiliates) authorized to transact business in the

State of Alabama that is not itself engaged in the practice of law or the rendering of

legal services outside such organization, whether for a fee or otherwise, and does not

charge or collect a fee, other than from entities constituting the business organization,

for the representation or advice of authorized house counsel. For purposes of this rule,

a "business organization" does not include a governmental entity, governmental

subdivision, political subdivision, school board, or any other entity that has the authority

to levy a tax.

C. Activities.

(1) Authorized Activities. For the purpose of this rule, a "business organization" is

a corporation, partnership, association, or other legal entity (taken together with its

respective parents, subsidiaries, and affiliates) authorized to transact business in the

State of Alabama that is not itself engaged in the practice of law or the rendering of

legal services outside such organization, whether for a fee or otherwise, and does not

charge or collect a fee, other than from entities constituting the business organization,

for the representation or advice of authorized house counsel. For purposes of this rule,

a "business organization" does not include a governmental entity, governmental

subdivision, political subdivision, school board, or any other entity that has the authority

to levy a tax.

(2) Disclosure. In undertaking legal services permitted by subdivisions C(1)(b) or

(c) of this rule, authorized house counsel shall disclose to the party with whom

authorized house counsel is negotiating or to the administrative agency or commission,

as the case may be, his or her capacity by written or printed communication. Such

disclosure shall 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 the State of Alabama; such disclosure shall be transmitted in

a manner reasonably contemplated to create an awareness of authorized house

counsel's status with respect to the relevant activity. In making the disclosure required

by this subdivision, authorized house counsel shall not represent that they are members

of the Alabama State Bar licensed to practice law in this State.

(3) Limitation on Representation. In no event shall the activities permitted under

this rule include the individual or personal representation of any shareholder, owner,

partner, officer, employee, servant, director, or agent of the business organization in any

matter or transaction, or the giving of legal advice, unless otherwise permitted or

authorized by law, code, or rule, or as may be permitted by Rule VIII.C(1).

(4) Authorized house counsel shall not 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.

D. Registration.

(1) Filing with the Alabama State Bar. An individual seeking to be certified as

authorized house counsel under this rule shall file the following documents with the

Alabama State Bar:

(a) a certificate from the entity governing the practice of law in each state,

United States territory, or the District of Columbia in which the registrant is

licensed to practice law certifying that the registrant:

(i) is a member in good standing of the entity, and

(ii) has a clear disciplinary record, as required by Rule VIII.B(1).

(b) a sworn statement by the registrant that the registrant:

(i) has read and is familiar with the Alabama Rules of Professional

Conduct and the Alabama Rules of Disciplinary Procedure, as adopted

by the Supreme Court of Alabama, and will abide by the provisions of

those rules;

(ii) submits to the jurisdiction of the Alabama State Bar and the

Supreme Court of Alabama for disciplinary purposes, and authorizes

the Alabama State Bar to notify, or to receive notification from, the

entity governing the practice of law in each state, United States

territory, or the District of Columbia in which the registrant is licensed

to practice law of any disciplinary action taken against the registrant;

(iii) is not subject to a disciplinary proceeding or outstanding order of

reprimand, censure, or disbarment, permanent or temporary, for

professional misconduct by the bar or courts of any jurisdiction;

(c) a certificate from a business organization certifying that it is qualified as

a business organization as that term is defined in Rule VIII.B(2), that it is

aware that the registrant is not licensed to practice law in the State of

Alabama, and that it is not relying upon the Alabama State Bar in any

manner in employing authorized house counsel;

(d) an appropriate registration application to the Alabama State Bar as

promulgated by the Board of Commissioners; and

(e) a filing fee prescribed and set by the Board of Commissioners in an

amount not to exceed the amount applicable for admission into the bar

examination for an attorney licensed in a state other than Alabama.

(2) Review by the Alabama State Bar. Upon receipt of the items set forth in Rule

VIII.D(1), the Alabama State Bar shall review the items for compliance with this rule.

Any application not meeting the requirements of this rule shall be returned to the

applicant. Grounds for return include, but are not limited to, a certificate lacking all the

information required by Rule VIII.D(1), a certification from an entity that does not qualify

as a business organization as defined by this rule, and failure to remit a correct filing

fee.

(3) Certification by Alabama Supreme Court. After reviewing an application for

registration as authorized house counsel and determining that he or she has complied

with the provisions of Rule VIII.D(1), the Alabama State Bar shall file with the clerk of

the Supreme Court of Alabama (a) the name and address of the registrant and (b) a

request that the registrant be certified as authorized house counsel for the business

organization. For a registrant employed in Alabama at the time the Bar's request is

approved, permission for authorized house counsel to perform services under this rule

shall become effective upon approval of the request for certification by the clerk of the

Supreme Court of Alabama. If the registrant is not yet in Alabama, the date authorized

house counsel is permitted to perform services under this rule shall be the effective date

of the registrant's employment in Alabama, but not later than six months from the filing

of the items required to be filed by Rule VIII.D(1).

(4) Annual Renewal. The registration required by this rule shall be annual, in a

manner consistent with the registration applicable to an attorney licensed to practice in

the State of Alabama, including payment of the annual fee equal in amount to the

occupational license fee; provided, however, such renewal shall include a statement

that the registrant remains in good standing in all states, United States territories, or the

District of Columbia in which authorized house counsel is licensed and that he or she is

not subject to any disciplinary proceedings in any jurisdiction.

E. Termination or Withdrawal of Registration.

(1) Cessation of Authorization to Perform Services. Authorization of authorized

house counsel to perform services permitted under this rule shall cease upon the

earliest of the following events:

(a) termination of employment with the business organization for which

registration was filed; provided, however, if authorized house counsel shall

begin employment with another business organization within 30 days of

the termination, authorization to perform services under this rule for the

other business organization shall continue upon authorized house

counsel's filing with the Alabama State Bar the certificate described in

Rule VIII.D(1)(c) as it pertains to the business organization by which

authorized house counsel is then employed.

(b) withdrawal of certification by the business organization;

(c) withdrawal of registration by authorized house counsel;

(d) the relocation of authorized house counsel outside Alabama for a

period greater than 160 days;

(e) authorized house counsel's disbarment or suspension from the

practice of law by a court or other authorized disciplinary agency of

another state, United States territory, the District of Columbia, or by a

federal court; or

(f) failure of authorized house counsel to comply with any applicable

provision of this rule.

Notice of the occurrence of one of the events set forth in Rule VIII.E(1)(a)-(f), or

of a new certificate as provided by Rule VIII.E(1)(a), must be filed with the Alabama

State Bar by authorized house counsel within 30 days after such action. Authorized

house counsel who has been disbarred or suspended from the practice of law by a

court or other authorized disciplinary agency of another state, United States territory,

the District of Columbia, or by a federal court shall, within 30 days after the effective

date of his or her disbarment or suspension, file with the Alabama State Bar a copy of

the order or judgment effecting the disbarment or suspension. Failure to provide such

notice by authorized house counsel shall be a basis for discipline pursuant to the

Alabama Rules of Disciplinary Procedure.

(2) Notice of Withdrawal of Authorization. Upon receipt of the notice required by

Rule VIII.E(1), the Alabama State Bar shall mail a notice of revocation of authority to

perform services to authorized house counsel and the business organization employing

authorized house counsel.

(3) Reapplication. Nothing herein shall prevent an individual previously registered

as authorized house counsel from re-registering as authorized house counsel as set

forth in Rule VIII.D.

F. Discipline – Termination of Authorization. In addition to any appropriate

discipline imposed by the Alabama State Bar, the Disciplinary Commission of the

Alabama State Bar may, at any time, temporarily or permanently terminate the

registration of authorized house counsel.