Ethics Hotline & Opinions

ETHICS DOCKET NO. 2002-22

MARYLAND STATE BAR ASSOCIATION, INC.

COMMITTEE ON ETHICS

ETHICS DOCKET NO. 2002-22

Use of LLC member’s name in firm name after member withdraws from LLC

 

You have indicated that "A" and "B" are members of the law firm "A&B, LLC" and that "B" intends to withdraw as a member of the firm and take an indefinite leave of absence from the firm in order to become general counsel for one of the firm's clients. "B" will not continue in the private practice of law except as in-house counsel for that client. "A" proposes to continue to utilize the name "A&B, LLC" after "B's" withdrawal as a member of the firm, followed by the words "a single-member LLC."1  In addition, the firm's letterhead will reflect that "B" has either "retired from private law practice" or is "on indefinite leave."

Based upon the foregoing facts, you then cite Rule 7.1 (dealing with false and misleading communications) and Rule 7.5 (dealing with firm names, letterheads, trade names, and misstatements or false implications re. the nature of lawyers' professional association) and pose two questions: 1) May "A" ethically continue to use the name "A&B, LLC" after "B's withdrawal from the firm if the firm's letterhead contains the foregoing disclosures? and 2) If not, are there any other disclosures which would permit "A" to continue to use the name "A&B, LLC"?

For the reasons set forth in Ethics Docket 02-15 and given the aforementioned disclosures, it is the Committee's opinion that "A" may continue to use the name "A&B, LLC." Because the Committee's answer to your first issue is affirmative, the Committee need not address your second inquiry. The Committee would note, however, that consistent with the Committee's Guidelines, the Committee does not address questions of law, such as the legal implications of continuing the firm's existence as a single-member LLC.

1   In your written inquiry, you originally indicated that the additional verbiage would be "a sole proprietorship," but you have subsequently corrected this via a telephone call and indicated that the letterhead would indicate that the firm will be "a single-member LLC."

 

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