The Committee received an inquiry from a New Jersey lawyer requesting the Committee issue an advisory opinion on nonlawyers drafting corporate documents. Inquirer stated that in the course of his representation of corporate clients he frequently is presented with poorly drafted operating agreements prepared by accountants or other laypeople. In Opinion 2, the Committee found that an accountant who is not a lawyer may not prepare a certificate of incorporation for filing with the State, nor may he or she prepare a corporate charter, by-laws, resolutions, or similar documents. 92 N.J.L.J. 313 (May 15, 1969). The Committee hereby reaffirms this prior opinion in part: preparing corporate operating agreements, by-laws, resolutions, and similar legal documents is the practice of law and may only be performed by lawyers.
The Committee, however, hereby also modifies Opinion 2. Balancing the public interest, the Committee finds that nonlawyers may present to customers prepared, fill-in-the-blank certificates of incorporation, certificates of formation, statements of qualification, and certificates of limited partnership (collectively referred to as “certificates”) and type, transcribe, or translate the customers’ information in the form documents. Nonlawyers, however, may not advise or counsel the customer as to the appropriate contents of the certificates. Lastly, the Committee finds, again balancing the public interest, that accountants who are licensed ( i.e., certified public accountants)1 may advise clients as to the appropriate contents of certificates provided the licensed accountants inform their clients that assistance of counsel in the drafting of such documents is advisable.
