Formal Opinion No. 43 Practicing Under the Uniform Limited Partnership Act, the Limited Liability Co. Act or as a Limited Liability Co. (llc)
| Pages | 460 |
| Publication year | 2021 |
68 CBJ 460. Formal Opinion No. 43 Practicing Under the Uniform Limited Partnership Act, The Limited Liability Co. Act or as a Limited Liability Co. (LLC)
An attorney has asked if a lawyer may practice in a limited partnership formed under the Uniform Limited Partnership Act or Limited Liability Company Act and posed subsidiary questions that will be answered in order. Another attorney has asked about practicing in the form of a limited liability company.
In our Formal Opinion No. 20, "Practicing Law In The Corporate Form" (reaffirmed 1988) we advised that attorneys may practice under the professional corporation statute, Conn. Gen. Stat. sec. 33-182a et seq., because, among other things, the attorney providing legal services remains personally liable to the client both for the attorney's actions and for those of other attorneys working under the attorney's direct supervision. We stated that, "there is no inherent impropriety in attorneys practicing law in the corporate form. The same ethical principles apply to all attorneys within the State regardless of the form of the conduct of their practice, whether sole practitioner, partnership or professional corporation."
It is evident that what is of paramount importance is the lawyer's direct personal responsibility to the client for the lawyer's own actions and the actions of those directly supervised. See, Rule 5.1 and 5.3. If the statutes governing the business form in which the lawyer chooses to practice limit this liability, lawyers may not adopt a limited liability business form without complying with Connecticut Rules of Professional Conduct Rule 1.8(h). We assume for the purposes of this opinion that the Uniform Limited Partnership Act does not diminish a lawyer's personal responsibility to a client. We also assume that the limited partners will all be lawyers actively engaged in the practice of law within the limited partnership. With this assumption in mind, we find no barrier in the Rules of Professional Conduct to practicing in the form of a limited partnership.
We are also asked if it is permissible for lay persons, or lawyers from other states or countries to become limited partners in a Connecticut law firm formed as a limited partnership. Subject to the limitations of...
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