1996-09

QUESTION:

“This letter is to request a formal written opinion from
the Disciplinary Commission concerning the utilization of
the Revised Uniform Partnership Act provisions regarding
Registered Limited Liability Partnerships by lawyers who
are licensed to practice law in the State of Alabama.
Section 1010 of the Alabama Revised Uniform Partnership
Act appears to allow professionals to render professional
services as a member or as an employee of a Registered
Limited Liability Partnership whether such Registered
Limited Liability Partnership is an Alabama Registered
Limited Liability Partnership or a foreign Registered
Limited Liability Partnership. Paragraphs (d) and (e) of
Section 1010 appear to limit this authority to the
discretion of the licensing authority. Section 1010 is
attached hereto and incorporated herein by this reference.

Based upon the foregoing, we are concerned that without the
issuance of a formal opinion by the Disciplinary
Commission,
lawyers attempting to utilize a Registered Limited
Liability
Partnership (whether Alabama or foreign) in the delivery of
legal services, either as members or as employees, may be
subject to disciplinary procedures. Therefore, we would
appreciate your providing us with a written declaratory
ruling as to the following questions:

Under the Alabama Rules of Professional Conduct, Rules
of Disciplinary Procedure, Alabama Standards for Imposing
Lawyer Discipline, and any other rules of the Alabama State
Bar governing the professional conduct of lawyers, will it
be permissible for (i) lawyers who are licensed to practice
law in the State of Alabama to utilize an Alabama
Registered
Limited Liability Partnership in the delivery of legal
services, (ii) lawyers who are licensed to practice law in
the State of Alabama to be employed by an Alabama
Registered
Limited Liability Partnership for the delivery of legal
services, (iii) lawyers who are licensed to practice law in
the State of Alabama to utilize a foreign Registered
Limited
Liability Partnership in the delivery of legal services and
(iv) lawyers who are licensed to practice law in the
State of Alabama to be employed by a foreign Registered
Limited Liability Partnership for the delivery of legal
services?

These questions appear to be relatively simple questions;
however, a written opinion would be helpful to allow us to
advise our clients concerning the usage of the Registered
Limited Liability Partnership provisions of the Revised
Uniform Partnership Act.”

* * *

ANSWER:

An Alabama lawyer may form a limited liability partnership
with other lawyers or professional corporations for the
practice of law, so long as the lawyers in the partnership
remain ethically responsible to their clients for the
consequences of their own actions and the actions of the
persons they supervise.

DISCUSSION :

In RO-93-16, the Disciplinary Commission considered
identical language to paragraphs (d) and (e) above in
the context of the Alabama Limited Liability Company Act.
That opinion is attached hereto for reference purposes.
Paragraphs (d) and (e) of Section 1010 of the Alabama
Revised Uniform Partnership Act do not limit the right of
lawyers to organize as a limited liability partnership, as
you seem to suggest they do.

Paragraph (d) simply states that professionals do not evade
the jurisdiction of their licensing authority by
registering
under the Act. Lawyers would still be subject to the Rules
of Professional Conduct and any other rule or regulations
applicable to the practice of law in Alabama.

Paragraph (e) of Section 1010 states that a licensing
authority may impose requirements in addition to the Act
on its members seeking to operate as limited liability
partnerships. Paragraph (a) of section 1010 makes it clear
that an employee or partner of a limited liability
partnership is responsible for the consequences of his or
her own conduct. While the Act has, in effect, eliminated
joint and several liability among law partners, all lawyers
still remain ethically accountable for the wrongful conduct
of those lawyers and nonlawyers whom they supervise. No
additional requirements under paragraph (e) have been
imposed at this time.

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