Must a New York LLP law firm state on its letterhead that some of its partners are professional corporations?

Plain-English summary

A law firm organized as a New York limited liability partnership (LLP), some of whose members were professional corporations (PCs), asked whether its letterhead and business cards had to say "a limited liability partnership including professional corporations," or whether it could state simply that it was a "limited liability partnership." The Committee answered that the fuller legend was not required in New York.

Building on its Formal Opinion 1995-7, the Committee explained that under New York's LLC and LLP statutes a member's liability is limited to the member's own malpractice and that of persons the member directly supervises, with no vicarious liability for other members' acts, a limitation consistent with DR 6-102(A). Because that is true of every LLP member, individual or PC alike, the distinction between PC and non-PC members would not be significant to clients, prospective clients, or the public, so the firm need not flag which members are PCs.

The Committee distinguished its earlier N.Y. City 81-111, which required a general partnership to disclose PC members. That rule made sense for a partnership, where PCs (unlike other partners) lacked vicarious liability and clients had reason to know the difference; in an LLP, no member has vicarious liability, so the rationale does not carry over. The Committee modified N.Y. City 81-111 accordingly. It cautioned, however, that it expressed no view on states where the LLP liability limitation is not fully enforceable: there, omitting the PC reference could be misleading, so a multistate firm should be cautious before dropping the legend.

Currency note

This opinion was issued in 1996, before New York replaced the Code of Professional Responsibility (the Disciplinary Rules and Ethical Considerations cited here) with the New York Rules of Professional Conduct, effective April 1, 2009. 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 Treat this page as historical context, not current guidance.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: Does a New York LLP have to disclose on its letterhead that some partners are PCs?

A: No. The opinion concluded that because no LLP member has vicarious liability, the PC-versus-non-PC distinction is not significant to clients or the public, so the disclosure is not required in New York.

Q: Why was disclosure required for a general partnership but not an LLP?

A: The Committee concluded that in a general partnership, PC members (unlike other partners) lacked vicarious liability, giving clients a reason to know which members were PCs; in an LLP, no member has vicarious liability, so the rationale does not apply, modifying N.Y. City 81-111.

Q: Does this hold for a firm practicing in other states?

A: Not necessarily. The opinion expressed no view on states where the LLP liability limitation is not fully enforceable, and cautioned that a multistate firm should be careful before omitting the "including professional corporations" legend.

Background and rules framework

The opinion was decided under New York's then-governing Code of Professional Responsibility, principally DR 6-102(A) (limiting liability to a client for malpractice), as applied to letterhead and professional notices. The Model Rules analogues are Rule 1.8(h) (limiting malpractice liability) and Rule 7.5 (firm names and letterheads). It modified N.Y. City 81-111 and built on Formal Opinion 1995-7.

Citations and references

Rules of Professional Conduct:

• New York Code DR 6-102(A) (Model Rules 1.8(h), 7.5 analogues)

Other opinions cited:

• N.Y. City Formal Opinion 1995-7; N.Y. City 81-111 (modified)

See also

• NYC Bar Ethics Op. 2000-4: Listing Affiliated Firms on Letterhead
• NYC Bar Ethics Op. 2005-06: Retired Attorney's Use of Professional Letterhead

Source

• Landing page: https://www.nycbar.org/reports/formal-opinion-1996-6-letterhead-limited-liability-partnership/