Under Rule 1A:5, "corporate counsel" is defined as “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.”

To understand all differences between Part I and Part II, you should read Rule 1A:5 in full. Below is only a highlight of some of the differences:

An "Employer" means any entity in Virginia that is 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.

The Employer must file an affidavit from an officer of the Employer attesting to the fact that the prospective corporate counsel/applicant is employed as legal counsel to provide legal services exclusively to the Employer, including its subsidiaries and affiliates, and that the nature of the applicant's employment conforms to the requirements of Part I.

In order to obtain a Corporate Counsel Part I Certificate, one must:

• be admitted by examination to practice of law before the court of last resort of any state, territory of the United States, or the District of Columbia,
• hold a Juris Doctor degree from a law school accredited by the American Bar Association,
• currently be an active member in good standing in at least one state or territory of the United States or District of Columbia,
• not currently be subject to lawyer discipline or the subject of a pending disciplinary matter in another jurisdiction,
• possess good moral character and general fitness to practice law in Virginia,
• have read and be familiar with the Virginia Rules of Professional Conduct,
• have paid such fees as may be set by the Board,
• have filed an affidavit, on a form furnished by the Board, from an officer of the applicant’s Employer.

The terms "active” and “in good standing" mean that the applicant is authorized to practice law in another state or territory where they are admitted or have a law license. Lawyers who are licensed in another state or territory but whose license has been suspended or revoked, or whose license classification does not permit them to practice law, or who have permitted their license to lapse into an inactive status are not "active and in good standing" and therefore cannot apply under Rule 1A:5.

The Board investigates all aspects of an application and the Character and Fitness Questionnaire. The more thorough and accurate the information contained in your application, the faster the process. The timeline for completion depends on how quickly the Board receives responses to our inquiries. It can take up to 6 months, but with timely responses, we typically complete the process in 2 to 3 months. Providing current contact information and email addresses for your references and employers helps expedite the process.

After the Board receives your Affidavit of Employer and a fully completed Corporate Counsel Part I application, the Board will issue you a Provisional Certificate, which will authorize you to practice as in-house or corporate counsel during the time your application is being processed.

A Corporate Counsel Part I Provisional Certificate remains in effect until you are notified that either (i) your application is rejected; or (ii) you are approved by the Board to be eligible to practice pursuant to Part I of the Rule.

The Board will notify you (via email) and the Supreme Court of Virginia that your Corporate Counsel Part I application has been approved. Thereafter, the Supreme Court will contact you (via email) to schedule a time to appear before the Supreme Court of Virginia in Richmond to take the oath required of attorneys at law. After taking the oath, a Corporate Counsel Certificate will be issued, which must immediately be provided to the Virginia State Bar so that you can complete the official registration forms and pay the required fee to become a member of the bar.

The Supreme Court of Virginia has set aside certain dates for those approved for Corporate Counsel to be sworn in. Upon notification that your application has been approved, you must take the oath before the Court and complete the registration requirements at the Virginia State Bar within six months or your Corporate Counsel Part I approval will be withdrawn and you will be required to begin the application process anew.

Prior to full approval of your application by the Board, you have a duty to provide in writing any change in circumstance that would render any answer in your application or Character & Fitness Questionnaire no longer true.

After becoming a member of the Virginia State Bar, any change in employment status must be reported by you and your Employer to the Virginia State Bar (not the Virginia Board of Bar Examiners).

If you currently hold a Corporate Counsel Part I Certificate and choose to change corporate employment, you must contact the Virginia State Bar to request a change of Employer and new affidavit of Employer form.

If more than 30 days has lapsed between corporate employments, you will be required to submit a new application and Character and Fitness form to the Virginia Board of Bar Examiners. The cost of re-applying for a new Corporate Counsel Part I Certificate will depend on when your most recent Character & Fitness Questionnaire was received. Contact the Virginia Board of Bar Examiners at 804-367-0412 for further inquiry.

Any change in employment from that described in the affidavit filed by the Employer, must be reported to the Virginia State Bar by both you and your Employer.

If your employment is terminated, the Virginia State Bar will automatically suspend the certificate or registration issued under Part I or II. After termination, should you seek employment with a different corporation, you must submit a new Corporate Counsel application, Character and Fitness form and required fee.

Other than termination, the Virginia State Bar may also suspend your authority to practice in Virginia if (a) you fail to comply with any provision of Part I or Part II of the Rule, or (b) should you be 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 you have been admitted to practice.

Administrative suspensions may also occur as a result of your not meeting annual renewal requirements or not completing MCLE requirements, if applicable.