⚖ Unauthorized Practice of Law: The California Framework
California has some of the most aggressive UPL enforcement in the country. Under Bus. & Prof. Code 6125-6127, practicing law without California bar admission is a misdemeanor. But for California lawyers serving clients elsewhere, the real question is the reverse: when does your work "touch" another jurisdiction enough to trigger their UPL rules?
The good news: CRPC 5.5 provides specific safe harbors for multi-jurisdictional practice. The bad news: Birbrower v. ESQ Business Services (1998) established that California takes an expansive view of what constitutes practicing California law, and other states may take equally expansive views of practicing their law.
Key Insight: For California lawyers with international clients, the analysis is usually: (1) Are you practicing California law for them? (probably fine) or (2) Are you practicing the law of somewhere else? (more complex).
"No person shall practice law in California unless the person is an active licensee of the State Bar."
This is the foundation of California UPL law. Simple, but the devil is in defining what constitutes "practice" and what "in California" means.
🔍 The Birbrower Test: When Work "Touches" California
Birbrower, Montalbano, Condon & Frank v. ESQ Business Services (1998) 17 Cal.4th 119 is the seminal California UPL case, and every lawyer serving clients across state lines needs to understand it.
What Happened in Birbrower
A New York law firm represented a California company in an arbitration dispute. The NY lawyers traveled to California multiple times, met with the client and opposing counsel in California, and provided extensive legal services on a matter governed by California law. When the client refused to pay fees, the NY firm sued. California's response: you can't collect fees for the unauthorized practice of law.
Physical Presence: Practicing law "in California" includes physical presence in the state while performing legal services.
Virtual Presence: Even without physical presence, practice "in California" can occur if the lawyer's activities are "extensive" enough to constitute practicing law here. This includes phone calls, faxes (now emails), and other communications directed to California.
Subject Matter: Practicing California law specifically (interpreting California statutes, applying California case law) weighs toward finding California practice.
Fee Forfeiture: An unlicensed lawyer may forfeit the right to collect fees for unauthorized practice.
The "Sufficient Contact" Analysis
Post-Birbrower, courts look at the totality of contacts with California:
| Factor | Points Toward CA Practice | Points Away |
|---|---|---|
| Physical Presence | Any time spent in CA performing legal work | All work performed outside CA |
| Client Location | Client is CA resident/entity | Client is outside CA |
| Applicable Law | Matter governed by CA law | Matter governed by other law |
| Communications | Extensive communications into CA | Minimal CA-directed communications |
| Subject Matter | CA-specific legal issues | Federal or multi-state issues |
🚢 CRPC 5.5: The Safe Harbors
California Rule of Professional Conduct 5.5 governs both: (a) practice by non-California lawyers in California, and (b) practice by California lawyers in other jurisdictions.
The rule provides specific safe harbors that allow limited multi-jurisdictional practice without triggering UPL violations.
Safe Harbor Categories Under CRPC 5.5(c) and (d)
1. Association with Local Counsel - 5.5(c)(1)
A lawyer admitted elsewhere may provide legal services in California on a temporary basis if they arise out of or are reasonably related to the lawyer's practice in a jurisdiction where they are admitted, AND the lawyer associates with a California-admitted lawyer who actively participates in the matter.
Key: The California lawyer must "actively participate," not just lend their name.
2. Pending Proceedings - 5.5(c)(2)
Services are permitted if they are in or reasonably related to a pending or potential proceeding before a tribunal in a jurisdiction where the lawyer is admitted or expects to be admitted pro hac vice.
Key: This covers depositions, document review, and case prep for out-of-state litigation.
3. Pending ADR - 5.5(c)(3)
Services related to pending or potential arbitration, mediation, or other ADR proceedings that arise out of or are reasonably related to the lawyer's practice.
Key: The ADR must have a reasonable connection to where you're admitted.
4. Non-Litigation Services - 5.5(c)(4)
Services that arise out of or are reasonably related to the lawyer's practice in a jurisdiction where they are admitted, and are not services for which the jurisdiction requires pro hac vice admission.
Key: This is the broadest safe harbor for transactional work, but "reasonably related" is doing a lot of work.
5. In-House Counsel - 5.5(d)(1)
Lawyers employed by an organization may provide legal services to the employer that are not services for which a California court appearance is required.
6. Federal Law/Practice - 5.5(d)(2)
Services authorized by federal or California law to be provided by a non-California lawyer.
Key: This covers things like patent practice, immigration, bankruptcy, and federal tax.
The phrase "reasonably related to the lawyer's practice" in CRPC 5.5(c)(4) is key for transactional lawyers serving clients across borders. The connection must be genuine, not manufactured.
Examples that work:
- A California lawyer helping their ongoing California client with a transaction in another state
- A California lawyer's existing client needs help with a matter touching multiple states
- A matter involving California contracts, California choice of law, or California entities
Examples that don't work:
- Soliciting clients in other states for purely local matters there
- Opening a "virtual office" to practice another state's law without admission
- Systematically serving clients in a state where you have no connection
🔄 The California Lawyer's Reverse UPL Analysis
Here's what California lawyers often miss: CRPC 5.5(a) says you shall not "practice law in a jurisdiction in violation of the regulation of the legal profession in that jurisdiction." This means if you violate another state's UPL rules, you've also violated California's rules.
When a California lawyer provides services to a client in another state:
- That state's UPL rules determine if you're unlawfully practicing there
- California's rules then incorporate that determination - violating their rules = violating CRPC 5.5(a)
This means you need to check not just California's safe harbors, but whether the target jurisdiction allows what you're doing.
Here's the practical reality for most California lawyers serving international clients: much of the work involves federal law (contracts governed by federal law, federal regulatory compliance, federal IP, immigration), California law (for California-based transactions), or international law (treaties, cross-border agreements).
When you're applying California law to a California contract for a client who happens to be abroad, you're practicing California law, full stop. That's not UPL anywhere. When you're practicing purely federal law, that's authorized everywhere. The UPL trap is when you start giving advice specifically about French law, UK law, or Texas law without being admitted there.
📊 ABA Model Rule 5.5 Comparison
California's CRPC 5.5 is based on ABA Model Rule 5.5 but with California-specific modifications. Key differences:
| Issue | ABA Model Rule 5.5 | California CRPC 5.5 |
|---|---|---|
| Temporary Practice Standard | "Temporary basis" language | Same "temporary basis" but California courts interpret narrowly |
| Fee Forfeiture | Not addressed in rule | Birbrower case law adds fee forfeiture remedy |
| Registered Legal Services | 5.5(d)(2) - federal law | California Business & Professions Code adds specifics |
| Enforcement Approach | Varies by state | California has active UPL enforcement |
🌍 Serving International Clients: The California Connection
International clients with US business interests are the sweet spot for California virtual practice. When a foreign client needs help with California contracts, California entity formation, US federal law, or transactions touching California, you're practicing California law and federal law - not foreign law.
The key is scoping the engagement correctly: you're their California/US counsel, not their global counsel. When they need advice on UK law, French law, or Brazilian law, they need local counsel there.
Reality Check: Most international clients understand this. They're coming to you precisely because they need a California lawyer. The ethical guardrails match what they actually want.
🔗 The "California Connection" Framework
When evaluating an international client engagement, ask: what's the California (or US) connection that makes this appropriate for a California lawyer?
Strong California Connections (Green Light)
- Client wants to form a California entity (LLC, corporation)
- Transaction involves California real property
- Contract has California choice of law clause
- Matter involves California regulatory compliance
- Client has California business operations
- Counterparty is California-based
- Dispute will be litigated in California courts
Federal/US Connections (Green Light)
- US immigration matters (federal law)
- US trademark/patent applications (federal)
- US federal tax issues (federal)
- US regulatory filings (SEC, FDA, etc.)
- US commercial code issues (broadly uniform)
- Delaware entity formation (common for foreign investors)
Weak or No US Connection (Yellow/Red Light)
- Purely domestic foreign transactions
- Foreign law interpretation
- Foreign regulatory compliance
- Disputes in foreign courts
- Matters where US law has no application
Your engagement letter should clearly delineate what law you're providing advice on. Example language:
"Our engagement covers advice on United States federal law and California state law as applicable to your proposed transaction. We are not providing advice on the law of [Country], and you should consult locally-licensed counsel for any questions about [Country] law, including [specific issues that touch their home jurisdiction]."
This isn't just ethics protection - it's malpractice protection too.
⚖ Conflict of Laws in International Engagements
International transactions often raise conflict of laws issues. Here's how to handle them ethically.
Choice of Law Clauses
When drafting contracts for international clients:
- California choice of law - You can fully advise on this
- Other US state choice of law - Be careful; may need to disclose limits of your knowledge
- Foreign choice of law - You generally should not be advising on what that law provides
When an international client asks: "Under UK law, would this contract be enforceable?" - you should not be giving that advice unless you're qualified in UK law.
Safe Response: "I can tell you how this would be analyzed under California law. For UK law questions, you'll need UK-qualified counsel. I can help you find appropriate counsel there if needed."
This is true even if you've done UK transactions before, read UK cases, or "know how it works." You're not admitted there.
✅ International Client Intake Checklist
- Verify client identity (passport, corporate registration documents)
- Confirm client's country of residence/incorporation
- Identify all jurisdictions touched by the matter
- Document the US/California connection justifying engagement
- Check OFAC sanctions list (Treasury SDN List)
- Engagement letter specifies scope limited to US/California law
- Engagement letter recommends local counsel for foreign law issues
- Payment method verified (avoid cash, check AML concerns)
- Time zone and communication preferences documented
- Secure communication channel established
Before taking on any international client, you must check the Treasury Department's Specially Designated Nationals (SDN) list. Providing legal services to sanctioned individuals or entities can result in serious federal penalties.
💼 Common International Client Scenarios
Scenario 1: Foreign Entrepreneur Starting US Business
Situation: Client in Germany wants to form a Delaware LLC to sell products to US customers.
Analysis: This is core California/US practice. You're helping with Delaware entity formation (you can handle Delaware formations as a California lawyer), US commercial law, and potentially California nexus issues if they have California customers.
Scope: Limit engagement to US matters; recommend German counsel for any German tax or regulatory implications.
Scenario 2: Foreign Company Licensing US Technology
Situation: UK company wants to license software from California tech company.
Analysis: If the contract has California choice of law (common when California company is licensor), you can fully advise on the contract. You should not advise on UK data protection compliance, UK consumer protection issues, or UK-specific matters.
Scope: "We're advising [UK Company] on this agreement as governed by California law. UK regulatory compliance advice should be obtained from UK counsel."
Scenario 3: International Dispute with California Defendant
Situation: Brazilian company has contract dispute with California vendor; contract has California choice of law and venue.
Analysis: Perfect for California counsel. California law, California courts, California defendant. No UPL issues.
Scope: Full engagement for California litigation; may need Brazilian counsel for enforcement if judgment needs to be enforced in Brazil.
In my experience serving international clients through platforms like Upwork, the clients aren't confused about what they're getting. They specifically want a California lawyer because:
- Their counterparty is in California
- They want the contract governed by US law
- They're forming a US entity
- They want someone who understands US business customs
- California lawyers have a strong reputation internationally
The ethical limits (not advising on their home country's law) match what they actually need. Be clear about it upfront, and clients appreciate the honesty.
📝 Engagement Letter Provisions for International Clients
📣 Marketing Your Virtual Practice: CRPC 7.1-7.5
California's lawyer advertising rules (CRPC 7.1-7.5) apply to all your marketing, including online platforms, social media, and freelance marketplaces. The core principle: don't make false or misleading statements about your services.
The good news: California's rules are more permissive than many states. You can advertise on platforms like Upwork, you can use testimonials and reviews, and you can describe your practice areas. The restrictions are mainly about accuracy, not about restricting competition.
Key Trap: Making claims about "specialization" or "expertise" requires either State Bar certification or careful disclaimer language.
📜 CRPC 7.1: The Core Rule
A lawyer shall not make a false or misleading communication about the lawyer or the lawyer's services. A communication is false or misleading if it contains a material misrepresentation of fact or law, or omits a fact necessary to make the communication considered as a whole not materially misleading.
What "False or Misleading" Means
| Statement Type | Allowed? | Notes |
|---|---|---|
| "I handle business contract matters" | Yes | Truthful description of practice area |
| "I specialize in business contracts" | Careful | May imply State Bar certification unless disclaimed |
| "I'm the best contract lawyer in California" | No | Unverifiable, misleading comparison |
| "I have 14 years of experience" | Yes | Verifiable fact |
| "I've completed 1,500+ contracts on Upwork" | Yes | Verifiable fact (if true) |
| "My clients always win" | No | False guarantee, misleading |
| "I guarantee results" | No | Cannot guarantee outcomes |
📰 CRPC 7.2: Advertising
A lawyer may communicate information regarding the lawyer's services through any media. This includes websites, social media, online platforms, and any other medium.
Key provisions:
- Can pay reasonable costs of advertisements
- Can pay for law practice referral services if they comply with State Bar rules
- Must include lawyer's name and State Bar number in advertisements
What Counts as "Advertising"?
Broadly, any communication intended to attract clients. This includes:
- Your law firm website
- Upwork, Fiverr, and other platform profiles
- LinkedIn profile and posts
- Social media posts about your services
- Google Ads, Facebook Ads
- Blog posts on legal topics (with CTAs)
- Directories like Avvo, FindLaw
📩 CRPC 7.3: Solicitation
A lawyer shall not by in-person, live telephone, or real-time electronic contact solicit professional employment from a prospective client when a significant motive for doing so is the lawyer's pecuniary gain, unless the contact is with:
- Another lawyer
- A person who has a family, close personal, or prior business or professional relationship with the lawyer
- A person who routinely uses legal services of the kind offered
On Upwork, you can respond to job posts (client initiated contact). You generally should NOT cold-message people who haven't posted jobs asking if they need legal help. This crosses into prohibited "real-time electronic contact" solicitation.
Safe: Responding to posted jobs, having a profile that clients find, posting content that attracts clients.
Risky: Sending unsolicited DMs to potential clients, "prospecting" messages on LinkedIn to people who haven't expressed legal needs.
🎯 CRPC 7.4: Fields of Practice and Specialization
A lawyer may communicate that the lawyer does or does not practice in particular areas of law. But:
- Cannot state or imply certification as a specialist unless actually certified by the State Bar or an approved organization
- Can state practice areas, but be careful with words like "specialist," "specializing," "expert"
The "Specialization" Language Trap
| What You Write | Risk Level | Better Alternative |
|---|---|---|
| "I specialize in contract law" | Medium | "My practice focuses on contract law" |
| "Certified Specialist in Business Law" | High (unless true) | Don't use unless State Bar certified |
| "Expert in California LLC formation" | Medium | "Experienced in California LLC formation" |
| "I practice business law" | Low | Safe as-is |
| "14 years focusing on business contracts" | Low | Safe - experience claim, not specialization |
🏷 CRPC 7.5: Firm Names and Trade Names
A lawyer shall not use a firm name, trade name, or other professional designation that violates rule 7.1 (false/misleading). Specific provisions:
- Multi-jurisdictional firms must identify jurisdictional limitations when needed
- Cannot imply connection to government agency or public institution
- Trade names are allowed if not misleading
⭐ Testimonials and Reviews: What Clients Can Say
Client reviews are crucial for platform practice. California allows them, with some guardrails.
Rules for Testimonials
- Must be truthful: Cannot use fake reviews or pay for false reviews
- Cannot guarantee similar results: If a testimonial describes an outcome, it cannot imply others will achieve the same
- Cannot solicit improper reviews: Asking for honest reviews is fine; asking clients to inflate ratings or hide negative experiences is not
- You're responsible: If you use a testimonial that's misleading, you're responsible under CRPC 7.1
On Upwork/Fiverr: Reviews are automatically generated by the platform. You're not selecting which reviews appear, so you have less responsibility for their content. But if you pull specific reviews into your marketing materials, you take on that responsibility.
On your website: If you curate testimonials, ensure they're genuine and include appropriate caveats about results varying.
Responding to reviews: You can respond to reviews, but be careful not to disclose confidential information about the client matter, even if the client disclosed it in their review.
When a client leaves a negative review, your instinct may be to defend yourself by explaining what really happened. Don't.
CRPC 1.6 confidentiality still applies. You generally cannot disclose confidential information even to rebut a client's public statements. A safe response acknowledges the feedback without disclosing specifics: "I take all client feedback seriously and always strive to meet expectations."
If the review contains false factual statements, consult with an ethics attorney before responding.
💻 Platform Practice: Upwork, LinkedIn, and Beyond
Practicing law through online platforms like Upwork is perfectly ethical - if done right. The platform is just a marketing and payment channel. The ethics rules that apply are the same ones that apply to any attorney-client relationship: competence, confidentiality, conflicts, communication, and reasonable fees.
I've completed over 1,500 contracts on Upwork with $500K+ in earnings and 98% job success. It works. But you need to understand both the opportunities and the ethical guardrails.
Key Insight: The platform doesn't create special ethics rules - it just creates new contexts where existing rules apply.
After 14+ years of practice and 1,500+ Upwork contracts, here's what I've learned: platforms like Upwork democratize access to legal services while providing lawyers with a steady stream of clients without traditional marketing costs.
Why clients use platforms:
- Transparent pricing and reviews
- Easy to find lawyers with specific experience
- Built-in payment protection
- International clients can easily find US lawyers
Why lawyers benefit:
- No marketing spend required
- Clients come to you
- Built-in billing and payment processing
- Reviews build reputation over time
- Flexible - work as much or little as you want
📊 Platform Comparison for Legal Services
| Platform | Best For | Fee Structure | Legal-Specific Notes |
|---|---|---|---|
| Upwork | Business/contract law, international clients, project work | 10% service fee (decreases with volume) | Top Rated Plus status for high performers; good for transactional work; hourly and fixed-price options |
| Networking, referrals, thought leadership | Free (Premium optional) | Not a hiring platform; good for establishing expertise; be careful about solicitation rules | |
| Fiverr | Simple, defined legal products | 20% service fee | Works for commoditized services (document review, template drafting); harder for complex matters |
| Lawyers.com / Avvo | Consumer legal services, local clients | Subscription/pay-per-lead | Better for PI, family law; less useful for business law |
| Priori / Axiom | Corporate legal departments | Varies (platform takes cut) | Higher-end matters; requires vetting process |
✅ Your Upwork Profile Ethics Checklist
- Profile states your jurisdiction(s) of admission clearly
- State Bar number included in profile
- Practice area descriptions are accurate (not "specializing" unless certified)
- Experience claims are verifiable and accurate
- No guarantees of outcomes
- No misleading comparisons to other lawyers
- Portfolio samples don't disclose client confidential information
- Clear about scope (US/California law, not foreign law advice)
- Rates are stated honestly (no bait-and-switch)
- Professional photo and presentation
⚠ Platform-Specific Ethics Issues
Issue 1: Platform Payment Processing
Question: Can you accept payment through Upwork's system instead of a traditional client trust account?
Analysis: For earned fees, yes. Upwork payment is just an alternative payment processor. But for retainers or advances against future work, be careful - California rules about client funds (CRPC 1.15) still apply.
Option 1: Use platform escrow for each milestone. Client funds a milestone, you complete work, funds release. This keeps you out of trust account issues.
Option 2: For true retainers (advances for future work), handle off-platform through your trust account with a separate engagement letter.
Option 3: For "evergreen" retainers, use recurring milestone funding on the platform.
Most Upwork work is billed hourly or per-project, making trust account concerns less common than traditional practice.
Issue 2: Confidentiality on Platforms
Question: Is communicating through platform messaging secure enough?
Analysis: Platform messaging is generally encrypted in transit, comparable to email. For most matters, it's adequate. For highly sensitive matters, move to more secure channels (encrypted email, secure client portal).
Issue 3: Platform Reviews of Your Work
Question: Can clients review your legal work publicly?
Analysis: Yes, they can leave reviews. The platform controls the review system. You cannot prevent reviews, and you cannot disclose confidential information to rebut negative reviews. Accept that reviews are part of platform practice.
Issue 4: Platform Terms of Service
Question: Do platform ToS conflict with ethics rules?
Analysis: Generally no. But read the ToS. Some platforms have provisions about disputes that might conflict with your ethics obligations. Your ethics duties trump platform ToS. If there's a conflict, ethics wins.
🚀 Building Your Platform Practice
Getting Started on Upwork
- Complete profile fully: Photo, detailed description, skills, portfolio samples (redacted)
- Set competitive initial rates: Build reviews before raising rates significantly
- Apply strategically: Write personalized proposals addressing the specific job post
- Start with smaller projects: Build job success score with easier wins
- Deliver excellent work: Reviews matter more than anything
- Communicate proactively: Clients love responsiveness
My Upwork profile now shows Top Rated Plus status, 98% job success, and $500K+ earned. But it started with a single $50 contract review. The path:
- Year 1: Build reviews, learn what clients want, refine your offerings
- Year 2-3: Raise rates as reviews accumulate, become more selective
- Year 4+: Clients come to you, can be very selective, premium rates justified by track record
The compounding effect of reviews is real. Every positive review makes the next client easier to land. Protect your job success score zealously - it's your most valuable platform asset.
📱 LinkedIn for Lawyers: The Ethics-Safe Approach
LinkedIn isn't a hiring platform, but it's essential for professional presence. Ethics considerations:
What's Allowed
- Professional profile describing your practice
- Posting thought leadership content on legal topics
- Connecting with colleagues and potential referral sources
- Accepting connection requests from potential clients
- Responding to inquiries from people who message you first
What's Risky
- Cold-messaging people about their potential legal needs (solicitation)
- Sending InMail "prospecting" for legal work
- Using misleading titles or credentials
- Endorsing skills for lawyers you haven't actually worked with
Some marketing courses teach lawyers to send cold messages to people who fit a target profile ("CEOs of startups in LA"). This is solicitation under CRPC 7.3 if your significant motive is getting their legal business.
Exception: Messaging other lawyers about referral relationships, or people you have genuine prior relationships with.
🗺 Multi-State Practice: Pro Hac Vice, Local Counsel, and More
When your work requires appearing in or significantly touching another state's legal system, you need either admission there, pro hac vice admission, or local counsel. The CRPC 5.5 safe harbors cover temporary, reasonably-related work, but systematic practice in another state requires more.
The practical reality: most transactional work for California lawyers serving remote clients doesn't require other-state admission. It's when litigation or state-specific regulatory matters arise that you need to bring in local help.
🏛 Pro Hac Vice: Appearing in Other States' Courts
Pro hac vice ("for this occasion") admission allows an out-of-state lawyer to appear in a specific case in a state where they're not regularly admitted.
General Requirements (vary by state)
- Good standing in your home jurisdiction
- Association with local counsel in most states
- Application to the specific court
- Fee payment (varies: $100-$500+)
- Certification that you're not seeking admission frequently (some states limit)
California Rules of Court 9.40-9.48 govern pro hac vice admission for out-of-state lawyers appearing in California courts. Key requirements:
- Application fee ($50 to State Bar)
- Association with active California Bar member
- No more than 3 applications in preceding 3 years (or court approval)
- Written application to the court with specified contents
🤝 When You Need Local Counsel
Situations Requiring Local Counsel
| Situation | Local Counsel Needed? | Notes |
|---|---|---|
| Court appearance in another state | Usually yes | Required for pro hac vice in most states |
| State-specific regulatory filing | Maybe | Depends on whether it constitutes "practice" |
| Contract governed by other state's law | Depends | If significant other-state law issues, consider it |
| Real estate transaction in another state | Usually yes | Real estate is heavily state-specific |
| Federal court matter in another state | Depends | Federal court has own admission rules; some allow CA admission |
| Advice on other state's entity law | Consider it | Entity law varies; Delaware is common exception |
Delaware entities are so common that many California lawyers routinely form Delaware LLCs and corporations for clients. Is this practicing Delaware law?
Technically, arguably yes. Practically, it's widely accepted because:
- Delaware formation is largely ministerial (filing documents)
- Delaware corporate/LLC law is well-established and predictable
- It's the standard for US business formation
Best practice: For simple formations, you're probably fine. For complex Delaware corporate governance questions, consider Delaware counsel.
🏛 Federal Practice: The Easier Path
Federal courts have their own admission rules, separate from state bars. This can be advantageous for California lawyers.
Federal Court Admission Basics
- District Courts: Each has own admission requirements. Many admit lawyers from any state bar.
- Bankruptcy Courts: Part of district court; same admission applies.
- Courts of Appeals: Separate admission for each circuit.
- Supreme Court: Separate admission (3 years practice required).
For California lawyers, CDCA (Central District of California) and NDCA (Northern District) are automatic with CA bar admission. Other district courts vary.
💼 Multi-State Practice Scenarios
Scenario 1: California Lawyer, New York Client, California Contract
Situation: NY company hires you to draft a contract with California choice of law.
Analysis: You're practicing California law. Client location doesn't change what law you're advising on. This is fine.
Scenario 2: California Lawyer, Texas Client, Texas Contract
Situation: TX company hires you to draft a contract governed by Texas law.
Analysis: More complex. You're arguably practicing Texas law. Options:
- Negotiate California choice of law if possible
- Limit your role to provisions that don't require Texas law expertise
- Associate Texas counsel for Texas-specific issues
- Clearly disclaim Texas law expertise and advise client to verify with local counsel
Scenario 3: California Lawyer, Florida Litigation
Situation: Your California client gets sued in Florida state court.
Analysis: You need Florida counsel. You can assist your client and work with Florida counsel, but cannot appear in Florida court without pro hac vice admission (which requires Florida local counsel anyway).
Scenario 4: California Lawyer, Arbitration Anywhere
Situation: Client has arbitration in New York (not court).
Analysis: CRPC 5.5(c)(3) safe harbor for ADR. You can appear in the arbitration if it arises out of or is reasonably related to your practice. Most arbitration forums don't require local bar admission.
The CRPC 5.5 safe harbors are for "temporary" practice. If you're systematically serving clients in another state, marketing to that state's residents, and providing ongoing services there, you may have crossed from temporary to regular practice - which requires admission.
Signs you've crossed the line:
- Marketing specifically to residents of another state
- Majority of clients from one non-California state
- Holding yourself out as available to handle that state's legal matters generally
- Maintaining any physical presence there
🌐 Building a Network of Local Counsel
Over years of platform practice serving international and out-of-state clients, I've built relationships with local counsel in states where clients frequently need help. When a matter requires New York counsel, Texas counsel, or UK counsel, I have people I trust to refer to.
How to build your network:
- Platform connections: Other lawyers on Upwork who practice in different jurisdictions
- Bar association referral services
- LinkedIn connections with lawyers in your practice area but different locations
- Reciprocal referral arrangements (they refer California matters to you)
This network protects your clients AND generates referral business back to you.
🤝 International Client Services
What I Handle for International Clients
- ✓ US entity formation (Delaware, California, other states)
- ✓ Commercial contracts with US counterparties
- ✓ California business transactions
- ✓ US licensing and distribution agreements
- ✓ California litigation (as needed)
- ✓ US intellectual property matters
- ✓ Contract review and negotiation
Why International Clients Choose Me
- ✓ 14+ years California practice experience
- ✓ Top Rated Plus on Upwork
- ✓ 1,500+ completed contracts
- ✓ 98% job success score
- ✓ $500K+ earned on platform
- ✓ Extensive international client experience
- ✓ Clear communication across time zones
💼 Common International Client Matters
What's included:
- Delaware LLC or Corporation formation
- California registration if doing business here
- Operating Agreement / Bylaws drafting
- EIN application guidance
- Initial compliance calendar
Timeline: Typically 1-2 weeks for complete setup
Note: US tax implications should be discussed with a qualified tax advisor in your jurisdiction.
Types of contracts:
- Software licensing agreements
- Service agreements with US clients
- Distribution and reseller agreements
- Consulting agreements
- NDAs and confidentiality agreements
- Terms of service and privacy policies
Approach: I can draft new contracts governed by California law, or review contracts proposed by US counterparties. For contracts governed by non-US law, I can provide general commercial perspective but recommend local counsel review.
Services available:
- Demand letters to US counterparties
- California litigation (state and federal courts)
- Arbitration representation
- Mediation support
- Settlement negotiation
For disputes in other US states: I can associate with local counsel or refer to trusted contacts in that jurisdiction.
📋 How Engagements Work
- Initial Consultation (Free): 30-minute video call to understand your needs and confirm I can help
- Engagement Letter: Clear scope, fees, and jurisdictional limitations
- Work Begins: Through Upwork (for platform clients) or direct engagement
- Regular Updates: You'll know status at all times
- Delivery: Final documents, advice, or resolution
I work with clients across all time zones. I'm based in California (Pacific Time), but I schedule calls at times that work for you. Asynchronous communication (email, messages) works well for most matters. For urgent needs, we can arrange real-time communication that fits your schedule.
❓ Frequently Asked Questions
No. I'm licensed in California and can advise on US federal law and California state law. For questions about your home country's law (taxes, regulations, contract enforceability there), you need locally-licensed counsel. I can help you find appropriate counsel if needed.
Delaware: Preferred for companies seeking US investment, due to established corporate law and investor familiarity. Also often preferred for holding companies and multi-member LLCs.
California: May make sense if your operations will be primarily in California, as you'll need to register there anyway. Simpler for single-member LLCs with California operations.
We can discuss which is right for your situation in our consultation.
Through Upwork: If you engage me through Upwork, payment is handled through their secure platform. You fund milestones, work is completed, payment releases. Major credit cards, PayPal, and bank transfers accepted.
Direct engagement: Wire transfer or ACH for US bank accounts. Credit card payment available for smaller matters.
I do not accept cryptocurrency or cash.
The complete guide to what's allowed in California virtual practice. Start here for the big picture.
How to run remote consults safely, avoid conflicts, and structure engagement letters for virtual practice.
COPRAC ethics opinions on cloud tools, remote work security, and using AI without violating confidentiality.