Can a Louisiana professional law corporation become a business LLC and keep practicing law?

Plain-English summary

The Louisiana Secretary of State asked whether a professional law corporation could amend its articles to become an ordinary business LLC, carry on any lawful business, and still practice law. The attorney general said it could not make that change while continuing to practice law.

The opinion explained that a professional law corporation is formed to practice law, remains subject to the Louisiana Supreme Court's regulation of that practice, and can merge or consolidate only with another professional law corporation. The office regarded conversion to a business LLC while still practicing as a prohibited merger or consolidation. It also cited a prior attorney general opinion allowing a professional corporation to amend into a business corporation only after it ceased practicing its profession. The customer described in the request had not ceased practicing law.

What this means for you

Professional law corporations

For a corporation continuing to practice law, the opinion rejected amendment of its articles into a general business LLC. Its answer rested on the professional corporation's restricted merger and consolidation rules and continued regulation of legal practice.

Secretary of State filing staff

The office answered the submitted filing question negatively because the customer wanted the converted entity to keep practicing law. The opinion distinguished a corporation that had ceased professional practice, for which a prior opinion discussed amendment into a business corporation.

Common questions

Q: Can a professional law corporation become a business LLC and still practice law in Louisiana?
A: The attorney general said no for the proposed amendment. It considered that conversion inconsistent with the laws governing professional law corporations.

Q: Does calling the change an amendment avoid the professional corporation merger rule?
A: No, according to the opinion. The office treated the proposed conversion as a prohibited merger or consolidation while the corporation continued practicing law.

Q: What if the law corporation has stopped practicing law?
A: The opinion's headnote says a professional law corporation may not convert into a business LLC unless it has ceased practicing law. The customer described had not ceased practicing. The opinion also cites a prior opinion allowing amendment into a business corporation after professional practice ceased.

Background and statutory framework

La R.S. 12:802 allowed qualified persons to form a corporation to practice law. The opinion also quoted the restriction that professional law corporations may merge or consolidate only with others of the same kind, and it cited La R.S. 12:815 on Supreme Court discipline and rulemaking authority over the practice of law. The proposed LLC would engage in any lawful business and continue practicing law, which the office found incompatible with those restrictions.

Citations and references

• La R.S. 12:802 (professional law corporation formation)
• La R.S. 12:815 (Supreme Court oversight quoted in the opinion)
• La. Atty. Gen. Op. No. 80-1275(A) (earlier professional-corporation conversion opinion cited)

Source

• Landing page: https://www.ag.state.la.us/Opinions
• Original PDF: https://www.ag.state.la.us/Opinion/Download/24-0027

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

STATE OF LOUISIANA
DEIirIINi’ OF Jus-r1E
OI:viu[: ov TF{1 ArroRNIx GINERAI.
P0. Box 94OO3
B.-vIoN I-{oI:(;E, LA
7OO4—9OO5

Liz MURRILL
May 30, 2024
ArmxNEY (;INr:R:\I.
OPINION 24-0027

1 3-A Corporations

Honorable Nancy Landry
La R.S. 12:802
Louisiana Secretary of State
P.O.Box94125
L .

Baton Rouge LA 70804-9 1 25
A professional law corporation may not amend its articles of
, incorporation to convert itself into a Louisiana business L.L.C. unless it has ceased to practice law.

Dear Secretary Landry:

You have submitted an opinion request regarding whether a customer of your office may convert a professional law corporation into a business L.L.C. and continue the practice of law. According to your request, the customerwants the L.L.C. to be able to engage in any lawful business activity, while also continuing in the practice of law. For the reasons that follow, we find that such a conversion is not allowed.

Relevantto your inquiry is La R.S. 12:802, which provides (emphasis added):

One or more qualified persons may form a corporation under Chapter 1 of this Title for the purpose of practicing law. Such corporations shall be subject to all of the provisions of Chapter 1 as the same may from time to ,

time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Under La R.S. I 2:81 2, “Professional law corporations may be merged into or consolidated only with other professional law corporations”. Furthermore, professional law corporations, under La R.S. 12:815, “...shall be subject to the discipline of the Supreme Court, and to the Supreme Court’s authority to adopt rules and regulations governing the practice of law.”

To permit a professional law corporation to convert itself into a business L.L.C. would conflict with the provisions of La R.S. 12:812 and La R.S. 12:815. First, professional law corporations are subject to the disciplinary rules and actions of the Louisiana Supreme Court. Second, professional law corporations may only merge with, or consolidate with, other professional law corporations. To permit a professional law corporation to convert itself into a business L.L.C. would be considered a prohibited merger or consolidation.

This office has previously opined that “no professional corporation may by amendment to its charter covert itself into a business corporation”1 unless the corporation has ceased to

1 La. Atty. Gen. Op. No. 80-1 275.

Page 2

OPINION 24-0027
Honorable Nancy Landry
Page 2

practice its profession.2 If the corporation has ceased to practice its profession, it may amend its articles of incorporation to convert itself into a Louisiana business corporation.3

Based on your request, it appears that the customer has not ceased to practice the profession of law. As such, the professional law corporation may not amend its articles of incorporation to convert itself into a Louisiana business L.L.C.

We hope this sufficiently answers your inquiry; however, if we may be of further assistance please do not hesitate to contact our office.

With best regards,

LIZ MURRILL
ATTORNEY GENERAL

By:____
O ANGERS
Assistant Att’orney General

LM:MDR

2 La. Atty. Gen. Op. No. 80-1275(A).

La. Atty. Gen. Op. No. 80-1275(A).