Va. Sup. Ct. R. 1A:5

Introduction

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.

Part I

Virginia Corporate Counsel

(a) A lawyer admitted to the practice of law in a state (other than Virginia), or

territory of the United States, or the District of Columbia may apply to the Virginia Board

of Bar Examiners (“Board”) for a certificate as a Virginia Corporate Counsel (“Corporate

Counsel Certificate”) to practice law as in-house counsel in this state when he or she is

employed by an Employer in Virginia.

(b) Required Evidence. Each applicant for a Corporate Counsel Certificate must file

with the Secretary of the Board an application under oath on a form furnished by the

Board and must submit evidence satisfactory to the Board that he or she:

(1) has been admitted by examination to practice law before the court of last resort

of any state or territory of the United States or of the District of Columbia;

(2) holds a Juris Doctor degree from a law school accredited by the American Bar

Association at the time of the applicant’s graduation;

(3) is currently an active member in good standing in at least one state or territory of

the United States, or the District of Columbia, where the applicant is admitted to the

practice of law, and is a member in good standing in all jurisdictions where the applicant

has been admitted;

(4) is not currently subject to lawyer discipline or the subject of a pending

disciplinary matter in any other jurisdiction;

(5) possesses the good moral character and general fitness to practice law in

Virginia, and has submitted all requested information, in a manner and to the extent

established by the Board, including all required supporting documents;

(6) has read and is familiar with the Virginia Rules of Professional Conduct;

(7) has paid such fees as may be set by the Board to cover the costs of the character

and fitness investigation and the processing of the application; and

(8) has filed an affidavit, upon a form furnished by the Board, from an officer of the

applicant’s Employer attesting to the fact that the applicant is employed as legal counsel

to provide legal services exclusively to the Employer, including its subsidiaries and

affiliates; that the nature of the applicant’s employment conforms to the requirements of

Part I of this rule; and that the Employer must notify the Virginia State Bar immediately

upon the termination of the applicant’s employment.

(c) Provisional Certificate. During the period in which an application for a

Corporate Counsel Certificate is pending with the Board until the applicant is notified

that either (i) his or her application is rejected; or (ii) he or she is eligible to practice

pursuant to Part I of this rule, the applicant may be employed in Virginia as Certified

Corporate Counsel on a provisional basis by an Employer furnishing the affidavit

required by Part I(b)(8) of this rule.

(d) Admission. Upon a finding by the Board that the applicant has complied with the

requirements of Part I(b) of this rule, the Board will notify the applicant that he or she is

eligible to be issued a Corporate Counsel Certificate. After the applicant has taken and

subscribed to the oath required of attorneys at law, the applicant will be issued a

Corporate Counsel Certificate, which permits the applicant to practice law in Virginia

solely as provided in Part I(e) of this rule. The applicant may take the required oath by

appearing before the Justices of the Supreme Court of Virginia in Richmond at an

appointed date and time.

(e) Scope. The practice of a lawyer certified pursuant to Part I of this rule is limited

to practice exclusively for the Employer furnishing the affidavit required by Part I(b)(8)

of this rule, including its subsidiaries and affiliates, and may include appearing before a

Virginia court or tribunal as counsel for the Employer. Except as specifically authorized

under Part I(f), no lawyer certified pursuant to Part I of this rule may (i) undertake to

represent any person other than his or her Employer before a Virginia court or tribunal;

(ii) offer or provide legal services to any person other than his or her Employer; (iii)

undertake to provide legal services to any other person 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.

(f) Pro Bono Service. Notwithstanding the restrictions set out in Part I(e) on the

scope of practice, a lawyer certified pursuant to Part I of this rule may, and is encouraged

to, provide voluntary pro bono publico services in accordance with Rule 6.1 of the

Virginia Rules of Professional Conduct.

(g) Rights and Obligations. A lawyer issued a Corporate Counsel Certificate

immediately becomes an active member of the Virginia State Bar, with his or her practice

limited as provided in Part I(e) of this rule, and must pay to the Virginia State Bar the

annual dues required of regularly admitted active members of the Virginia State Bar.

(1) All legal services provided in Virginia by a lawyer certified pursuant to Part I of

this rule is deemed the practice of law in Virginia and subjects the lawyer to all rules

governing the practice of law in Virginia, including the Virginia Rules of Professional

Conduct and Part 6, Section IV, Paragraph 13 of the Rules of the Supreme Court of

Virginia. Jurisdiction of the Virginia State Bar continues whether or not the lawyer

retains the Corporate Counsel Certificate and irrespective of the lawyer’s presence in

Virginia.

(2) A lawyer certified pursuant to Part I of this rule is subject to the same

membership obligations as other active members of the Virginia State Bar, including

Mandatory Continuing Legal Education requirements. A lawyer certified pursuant to Part

I 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

I(b)(8) of this rule.

(3) A lawyer certified pursuant to Part I 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 or the District of Columbia 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 or the District of Columbia or by any federal court or

agency before which the lawyer has been admitted to practice.

(4) The period of time a lawyer practices law under a Corporate Counsel Certificate

issued pursuant to Part I of this rule will be considered in determining whether the lawyer

has fulfilled the active practice of law requirement for admission to practice law in

Virginia without examination pursuant to Rule 1A:1 and any guidelines approved by the

Supreme Court of Virginia for review of applications for admission without examination.

(h) Termination. A lawyer’s authority to practice law which may be permitted

pursuant to Part I of this rule will be automatically suspended when (i) employment by

the Employer furnishing the affidavit required by Part I(b)(8) of this rule is terminated,

(ii) the lawyer fails to comply with any provision of Part I of this rule, or (iii) when the

lawyer is suspended or disbarred for disciplinary reasons in any state, territory of the

United States or the District of Columbia 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 may be reinstated upon evidence satisfactory to the

Virginia State Bar that the lawyer is in full compliance with the requirements of Part I of

this rule, which evidence 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 under (iii) above may petition for reinstatement

pursuant to Part 6, Section IV, Paragraph 13-25 of the Rules of the Supreme Court of

Virginia.

(i) No time spent as Corporate Counsel Registrant will be considered in determining

eligibility for admission to the Virginia Bar without examination.

(j) The Board and the Virginia State Bar may adopt regulations as needed to

implement the requirements of Part I of this rule.

Part II

Corporate Counsel Registrants

(a) 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.

(b) A registrant must:

(1) 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.

(2) 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.

(3) 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.

(4) Certify that the registrant has read and is familiar with the Virginia Rules of

Professional Conduct.

(5) Pay a registration fee of one hundred and fifty dollars.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) No time spent as Corporate Counsel Registrant will be considered in determining

eligibility for admission to the Virginia Bar without examination.

(j) The Virginia State Bar may adopt regulations as needed to implement the

requirements of Part II of this rule.