DCBAR February 16, 1993

Can a D.C. lawyer practice in a firm organized as an LLP or LLC, and how must the firm name show it?

Short answer: The opinion concluded that a D.C. Bar member may practice in the District as a partner or associate of an out-of-state firm organized as a registered limited liability partnership or limited liability company, because the liability limitation was in substance no broader than the D.C. Professional Corporation Act's. The firm's D.C. name had to spell out the full words, not merely use the abbreviation L.L.P. or L.L.C.

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This page answers the general question as of 1993. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.

Disclaimer: Advisory only. Not binding precedent.

About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked on this page) is the authoritative source for any reliance.

Plain-English summary

Opinion 235 (approved February 16, 1993) addressed two similar inquiries: a Texas-based firm with a D.C. office contemplating registration as a "registered limited liability partnership" under the amended Texas Uniform Partnership Act, and a Colorado-based firm proposing to reorganize as a "limited liability company" under Delaware law. Both asked whether they could practice through their D.C. offices under those forms and names. The committee answered by reference to the Texas firm, with the understanding that the guidance would have general applicability.

The committee concluded the arrangement was ethically permissible because the Texas Act's limitation of liability was, in substance, no broader than the limitation already accepted under section 11 of the D.C. Professional Corporation Act (D.C. Code § 29-611): the lawyer who commits the malpractice remains personally liable, all partnership assets remain available to satisfy liability, and only the personal liability of uninvolved partners is limited. Drawing on ABA Formal Opinion 303 (1961), the committee read Rule 1.8(g), which bars prospectively limiting malpractice liability, as not violated where the responsible lawyer stays personally liable and the client is made aware of the limitation on other partners' liability.

On naming, the committee held that the D.C. office's firm name had to include the full words "registered limited liability partnership" or "limited liability company," not merely the abbreviation "L.L.P." or "L.L.C." It reasoned that those abbreviations were unfamiliar to D.C. clients and closely resembled "L.L.B.," so the full words were needed to alert clients to the limited-liability feature. The committee declined to let Rule 7.5(b), which lets a multi-jurisdiction firm use the same name in each jurisdiction, override that result where D.C. clients might be misled. It allowed the abbreviation only in the space-limited line listings of telephone directories, and directed the firm to give clients, on inquiry, a plain-English summary of the liability-limitation features.

The committee expressly confined itself to legal ethics, disclaiming any view on questions of general law such as whether courts in the District or elsewhere would give extraterritorial effect to the Texas Act's liability limitation.

Currency note

This opinion was issued in 1993, before the District of Columbia's adoption of the 2007 revisions to the Rules of Professional Conduct. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Could a D.C. lawyer practice in a firm organized as an LLP or LLC?

A: Yes. The committee concluded it was ethically permissible to practice through a D.C. office as partners and associates of an out-of-state registered LLP or LLC, because the Texas Act's liability limitation was in substance no broader than the D.C. Professional Corporation Act's.

Q: Could the firm use just "L.L.P." or "L.L.C." in its D.C. name?

A: No. The committee concluded the firm's D.C. name had to spell out "registered limited liability partnership" or "limited liability company," because the abbreviations were unfamiliar to D.C. clients and resembled "L.L.B." The one exception was the line listing in telephone directories, where the abbreviation was tolerable.

Q: Did limiting partners' liability violate Rule 1.8(g)?

A: Not on these facts. The committee concluded Rule 1.8(g)'s bar on prospectively limiting malpractice liability was not violated, because the lawyer who committed the malpractice remained personally liable and the client was made aware of the limitation on the other partners' liability.

Q: Did the committee decide whether the liability limit would hold up in court?

A: No. The committee expressly limited itself to legal ethics and declined to opine on whether courts in the District or elsewhere would give the Texas Act's liability limitation extraterritorial effect.

Background and rules framework

The opinion interpreted D.C. Rules 1.4(b), 1.8(g), 5.4(b), 7.1(a), and 7.5(b). Rule 5.4(b) confirmed that a lawyer may practice in a partnership or other form of organization; Rule 1.8(g) (the D.C. analog of Model Rule 1.8(h)) barred prospectively limiting malpractice liability; and Rules 7.1(a) and 7.5(b) governed communications about a lawyer's services and firm names. The committee measured the out-of-state LLP and LLC forms against section 11 of the D.C. Professional Corporation Act (D.C. Code § 29-611), which limits a shareholder's personal liability to his own negligent or wrongful acts and those committed by people under his supervision and control.

Citations and references

Rules of Professional Conduct:

D.C. RPC 1.4(b) / Model Rule 1.4 (communication)
D.C. RPC 1.8(g) / Model Rule 1.8 (prospective limitation of malpractice liability)
D.C. RPC 5.4(b) / Model Rule 5.4 (professional independence; forms of organization)
D.C. RPC 7.1(a) / Model Rule 7.1 (communications concerning a lawyer's services)
D.C. RPC 7.5(b) / Model Rule 7.5 (firm names and letterheads)

Statutes:

D.C. Code § 29-611 (D.C. Professional Corporation Act § 11), limiting a shareholder's personal liability to his own acts and those he supervises
Texas Uniform Partnership Act § 15 (as amended), the registered limited liability partnership liability limitation

Other opinions cited:

ABA Formal Op. 303 (1961): law practice in corporate form is permissible if the lawyer rendering services is personally responsible to the client and restrictions on other lawyers' liability are made apparent to the client

Source

Landing page: https://www.dcbar.org/for-lawyers/legal-ethics/ethics-opinions-210-present/ethics-opinion-235

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