Can Texas lawyers organize their law practice as a Texas limited liability company?

Plain-English summary

The question was whether the Disciplinary Rules permit lawyers to form a Texas limited liability company for the practice of law under Article 1528n of the Texas Civil Statutes. Two Texas-licensed lawyers in good standing had decided to practice together and saw advantages in organizing as a limited liability company.

The Committee's answer was brief: it found no provision in the Texas Disciplinary Rules of Professional Conduct that would prohibit two or more attorneys from practicing law as a limited liability company under Article 1528n. The opinion addressed only the permissibility of that organizational form and did not impose conditions beyond what the rules already require of any law practice.

Currency note

This opinion was issued in 1994, under the Texas Disciplinary Rules of Professional Conduct that took effect January 1, 1990. Texas did not adopt the ABA's Ethics 2000 revisions; its rules have been amended only piecemeal since, including the comprehensive 2021 revisions adopted by Texas Supreme Court order. 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 Treat this page as historical context, not current guidance.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: Can Texas lawyers practice law as a limited liability company?

A: The Committee concluded yes. It found nothing in the Disciplinary Rules that would prohibit two or more attorneys from practicing law as a limited liability company under Article 1528n.

Q: Did the opinion attach any conditions to that form?

A: The opinion stated only that no rule prohibits the form; it did not add conditions beyond the Disciplinary Rules that apply to any law practice.

Background and rules framework

The opinion addresses the form of business entity through which lawyers may practice, measured against the Texas Disciplinary Rules of Professional Conduct as a whole, and concludes the rules contain no bar to a limited liability company formed under Article 1528n of the Texas Civil Statutes for lawyers practicing together. Because the company's members are themselves lawyers, the opinion does not reach the separate prohibitions on partnerships or fee-sharing with nonlawyers.

Citations and references

Statutes:

• Article 1528n, Texas Civil Statutes (Texas limited liability company act)

See also

• TX Ethics Op. 493: Forming an LLP With Nonlawyer Professionals
• NY State Bar Op. 495: A Professional Corporation Branch Office in an Associate's Name

Source

• Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-486/
• Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_486.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

QUESTION PRESENTED

Do the Texas Disciplinary Rules of Professional Conduct permit lawyers to form a Texas limited liability company for the practice of law under Article. 1528n, Tex. Civ. Stat.?

STATEMENT OF FACTS

Two lawyers have decided to practice law together. Both lawyers are licensed by the Texas Supreme Court and are in good standing. In considering the different forms of organization which the lawyers may choose, they have found certain advantages in the formation of a Texas limited liability company for the practice of law.

DISCUSSION

We find no provision in the Texas Disciplinary Rules of Professional Conduct which would prohibit two or more attorneys to practice law as a limited liability company under Article 1528n.

CONCLUSION

We find no provision in the Texas Disciplinary Rules of Professional Conduct which would prohibit two or more attorneys to practice law as a limited liability company under Article 1528n.

Tex. Comm. On Professional Ethics, Op. 486 (1994)