NC General Statutes

N.C. Gen. Stat. § 84-5 (2026)

Prohibition as to practice of law by corporation

✓ current as of July 2026

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(a) It shall be unlawful for any corporation to practice law or appear as an attorney for any person in any court in this State, or before any judicial body or the North Carolina Industrial Commission, Utilities Commission, or the Department of Commerce, Division of Employment Security, or hold itself out to the public or advertise as being entitled to practice law; and no corporation shall organize corporations, or draw agreements, or other legal documents, or draw wills, or practice law, or give legal advice, or hold itself out in any manner as being entitled to do any of the foregoing acts, by or through any person orally or by advertisement, letter or circular. The provisions of this section shall be in addition to and not in lieu of any other provisions of Chapter 84. Provided, that nothing in this section shall be construed to prohibit a banking corporation authorized and licensed to act in a fiduciary capacity from performing any clerical, accounting, financial or business acts required of it in the performance of its duties as a fiduciary or from performing ministerial and clerical acts in the preparation and filing of such tax returns as are so required, or from discussing the business and financial aspects of fiduciary relationships. Provided, however, this section shall not apply to corporations authorized to practice law under the provisions of Chapter 55B of the General Statutes of North Carolina.

To further clarify the foregoing provisions of this section as they apply to corporations which are authorized and licensed to act in a fiduciary capacity:

(1) A corporation authorized and licensed to act in a fiduciary capacity shall not:

a. Draw wills or trust instruments; provided that this shall not be construed to prohibit an employee of such corporation from conferring and cooperating with an attorney who is not a salaried employee of the corporation, at the request of such attorney, in connection with the attorney's performance of services for a client who desires to appoint the corporation executor or trustee or otherwise to utilize the fiduciary services of the corporation.

b. Give legal advice or legal counsel, orally or written, to any customer or prospective customer or to any person who is considering renunciation of the right to qualify as executor or administrator or who proposes to resign as guardian or trustee, or to any other person, firm or corporation.

c. Advertise to perform any of the acts prohibited herein; solicit to perform any of the acts prohibited herein; or offer to perform any of the acts prohibited herein.

(2) Except as provided in subsection (b) of this section, when any of the following acts are to be performed in connection with the fiduciary activities of such a corporation, said acts shall be performed for the corporation by a duly licensed attorney, not a salaried employee of the corporation, retained to perform legal services required in connection with the particular estate, trust or other fiduciary matter:

a. Offering wills for probate.

b. Preparing and publishing notice of administration to creditors.

c. Handling formal court proceedings.

d. Drafting legal papers or giving legal advice to spouses concerning rights to an elective share under Article 1A of Chapter 30 of the General Statutes.

e. Resolving questions of domicile and residence of a decedent.

f. Handling proceedings involving year's allowances of widows and children.

g. Drafting deeds, notes, deeds of trust, leases, options and other contracts.

h. Drafting instruments releasing deeds of trust.

i. Drafting assignments of rent.

j. Drafting any formal legal document to be used in the discharge of the corporate fiduciary's duty.

k. In matters involving estate and inheritance taxes, gift taxes, and federal and State income taxes:

1. Preparing and filing protests or claims for refund, except requests for a refund based on mathematical or clerical errors in tax returns filed by it as a fiduciary.

2. Conferring with tax authorities regarding protests or claims for refund, except those based on mathematical or clerical errors in tax returns filed by it as a fiduciary.

3. Handling petitions to the tax court.

l. Performing legal services in insolvency proceedings or before a referee in bankruptcy or in court.

m. In connection with the administration of an estate or trust:

1. Making application for letters testamentary or letters of administration.

2. Abstracting or passing upon title to property.

3. Handling litigation relating to claims by or against the estate or trust.

4. Handling foreclosure proceedings of deeds of trust or other security instruments which are in default.

(3) When any of the following acts are to be performed in connection with the fiduciary activities of such a corporation, the corporation shall comply with the following:

a. The initial opening and inventorying of safe deposit boxes in connection with the administration of an estate for which the corporation is executor or administrator shall be handled by, or with the advice of, an attorney, not a salaried employee of the corporation, retained by the corporation to perform legal services required in connection with that particular estate.

b. The furnishing of a beneficiary with applicable portions of a testator's will relating to such beneficiary shall, if accompanied by any legal advice or opinion, be handled by, or with the advice of, an attorney, not a salaried employee of the corporation, retained by the corporation to perform legal services required in connection with that particular estate or matter.

c. In matters involving estate and inheritance taxes and federal and State income taxes, the corporation shall not execute waivers of statutes of limitations without the advice of an attorney, not a salaried employee of the corporation, retained by the corporation to perform legal services in connection with that particular estate or matter.

d. An attorney, not a salaried employee of the corporation, retained by the corporation to perform legal services required in connection with an estate or trust shall be furnished copies of inventories and accounts proposed for filing with any court and proposed federal estate and North Carolina inheritance tax returns and, on request, copies of proposed income and intangibles tax returns, and shall be afforded an opportunity to advise and counsel the corporate fiduciary concerning them prior to filing.

(b) Nothing in this section shall prohibit an attorney retained by a corporation, whether or not the attorney is also a salaried employee of the corporation, from representing the corporation or an affiliate, or from representing an officer, director, or employee of the corporation or an affiliate in any matter arising in connection with the course and scope of the employment of the officer, director, or employee. Notwithstanding the provisions of this subsection, the attorney providing such representation shall be governed by and subject to all of the Rules of Professional Conduct of the North Carolina State Bar to the same extent as all other attorneys licensed by this State. (1931, c. 157, s. 2; 1937, c. 155, s. 2; 1955, c. 526, s. 2; 1969, c. 718, s. 20; 1971, c. 747; 1997-203, s. 1; 2000-178, s. 8; 2011-401, s. 3.5.)

Notes of Decisions

Cited in 24 cases (2 in the last 5 years), 1986–2023 · leading case: Gardner v. North Carolina State Bar, 341 S.E.2d 517 (N.C. 1986).

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Gardner v. North Carolina State Bar, 341 S.E.2d 517 (N.C. 1986). · cites it 28× “The practice of law is defined in North Carolina as “performing any legal service for any other person, firm or corporation, with or without compensation .”

Capital Associated Indus., Inc. v. Cooper, 129 F. Supp. 3d 281 (M.D.N.C. 2015). · cites it 7× “Code § 199(a) (1935) (current version at N.C. Gen.Stat. § 84-5); N.C. Gen. Stat. § 84-5.”

Baars v. Campbell Univ., Inc., 558 S.E.2d 871 (N.C. Ct. App. 2002). · cites it 4× “Finally, defendants asserted that N.C. Gen. Stat. § 84-5 (1999) (prohibiting the practice of law by a corporation) went into effect on 1 October 1997, long after the 1988 will and the 1990 codicil were executed, and was irrelevant to the case.”

Allied Env't v. Dept. of Env., 653 S.E.2d 11 (N.C. Ct. App. 2007). · cites it 20× “I would also reverse the order of the superior court affirming the Final Order of Dismissal, but on different grounds, because I believe the majority, perhaps inadvertently, permits the unauthorized practice of law by a corporation, in violation of N.C. Gen.Stat. § 84-5 (2005).…”

The NC State Bar v. Livingston, 809 S.E.2d 183 (N.C. Ct. App. 2017). · cites it 2× “N.C. Gen. Stat. § 84-5 (a) (2015). Under North Carolina law, a business corporation may not provide legal services or the services of lawyers even if those services are performed by licensed North Carolina attorneys.”

Lexis-Nexis v. Travishan Corp., 573 S.E.2d 547 (N.C. Ct. App. 2002). · cites it 2× “Smith’s pro se representation of defendant violated N.C. Gen. Stat. § 84-5 , which provides that a corporation may not practice law in North Carolina.”

Capital Associated Indus., Inc. v. Stein, 283 F. Supp. 3d 374 (M.D.N.C. 2017). · cites it 2× “" N.C. Gen. Stat. § 84-5 (a) (emphasis added).”

Capital Associated Indus. v. Josh Stein, 922 F.3d 198 (4th Cir. 2019). “N.C. Gen Stat. § 84-5(a). 1 To address the unauthorized practice of law, the State Bar and state prosecutors may sue for an injunction, and prosecutors may bring misdemeanor charges.”

Cincinnati Ins. Co. v. Wills, 717 N.E.2d 151 (Ind. 1999). · cites it 2× “” N.C. Gen.Stat. § 84-5 (1995). The court also relied on North Carolina case law that explicitly held where a corporation's employees perform acts, they are the acts of the corporation.”

Dallaire v. Bank of Am., N.A., 738 S.E.2d 731 (N.C. Ct. App. 2012). · cites it 2× “See N.C. Gen. Stat. § 84-5 (2011). . Because this leaves only Defendant Bank of America as a defendant in this action, this opinion will use the term “Defendant” moving forward to reference Defendant Bank of America.”

Duke Power Co. v. Daniels, 358 S.E.2d 87 (N.C. Ct. App. 1987). · cites it 2× “The argument is that by having its lay employee sign the complaint in the Small Claims Division of our court system, plaintiff corporation practiced law in violation of the provisions of G.S. 84-5; which strikes us as far-fetched and unsound for several reasons.”

Appeal of Stroh Brewery Co., 447 S.E.2d 803 (N.C. Ct. App. 1994). “2d 87, 89 (1987) (violation of GS 84-5 “is not of such gravity ... as to deprive the court of *185 jurisdiction and justify the dismissal of plaintiffs action”).”

Show all 24 citing cases →

— N.C. Gen. Stat. § 84-5(a) — 5 cases

Tepe v. Corker (W.D.N.C. 2023).

N. Carolina State Bar v. Lienguard, Inc., 2014 NCBC 11 (N.C. Bus. Ct. 2014).

State v. Orion Processing, LLC, 2016 NCBC 100 (N.C. Bus. Ct. 2016).

— N.C. Gen. Stat. § 84-5(b) — 2 cases

Tepe v. Corker (W.D.N.C. 2023).

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