Ethics Opinion 254

Use of Abbreviations by Limited Liability Companies, Limited Liability Partnerships and Professional Limited Liability Companies

In light of recent legislation that has been adopted in the District of Columbia, law firms organized as limited liability companies, limited liability partnerships, or professional limited liability companies are no longer limited to using the designation, “limited liability company,” “limited liability partnership,” or “professional limited liability company,” as the case may be, as the last words of their formal name. These companies may now alternatively use the abbreviations “L.L.C.”, “L.L.P.”, or “P.L.L.C.”, respectively.

Applicable Rules

• Rule 7.1(a) (Communications Concerning a Lawyer’s Services)
• Rule 7.5(a) and (b) (Firm Names and Letterheads)

Inquiry

In 1993, this Committee adopted Opinion No. 235, which permitted D.C. Bar members to practice in local offices of out-of-state firms that were organized under state law as “limited liability companies” or “registered limited liability partnerships.” Because these forms of business organization were foreign to this jurisdiction, however, the Committee concluded that the formal name under which these law firms practice must identify in full, not merely by abbreviation, the limited liability business form.

Since Opinion No. 235 was adopted, the Registered Limited Liability Partnership Amendment Act and the Limited Liability Company Act of 1994 have been enacted in the District of Columbia. Numerous lawyers have contacted the Committee to determine whether it remains necessary to identify their form of business organization in full or if abbreviations are now acceptable.

Discussion

In Opinion No. 235, the Committee stated “[t]here may come a time in the not too distant future when, either by District of Columbia Council action, or otherwise, the implications of the abbreviation ‘L.L.P.’ [or ‘L.L.C.’] will be as well understood as the implications of the historically more common abbreviations ‘P.C.’ or ‘P.A.’, but until that time comes we are not disposed to approve the use in the District of Columbia of the abbreviation.” In October 1993, the Registered Limited Liability Partnership Amendment Act was enacted in the District of Columbia.¹ D.C. Code § 41-144 states that “[t]he name of a registered limited liability partnership shall contain the words ‘Registered Limited Liability Partnership’ or the abbreviation ‘L.L.P.’ as the last words or letters of its name.” (emphasis added).

More recently, on May 3, 1994, the District of Columbia Council passed the Limited Liability Company Act of 1994.² Under D.C. Code § 29-1304, “a limited liability company name shall contain the words ‘limited liability company’ or the abbreviation ‘L.L.C.’” (emphasis added). The Limited Liability Company Act of 1994 also provided guidance for “professional limited liability companies” which are limited liability companies organized solely for the purpose of rendering professional services through its members, managers, or employees. Pursuant to D.C. Code § 29-1304, a “professional limited liability company name shall contain the words ‘professional limited liability company’ or the abbreviation ‘P.L.L.C.’” (emphasis added)

In light of these recent legislative enactments, we see no reason to disallow the use of the abbreviations, “L.L.P.”, “L.L.C.”, or “P.L.L.C.” Therefore, the Committee revises its position taken in Opinion No. 235 regarding the use of abbreviations by law firms organized under limited liability statutes. A law firm so organized will satisfy the requirements of Rules 7.1(a), and 7.5(a) and (b) by identifying its form of business organization either in full or by use of the appropriate abbreviation.

Adopted: March 21, 1995

1. 40 D.C. Reg. 5764 (Aug. 13, 1993), 7477 (Oct. 29, 1993) (notice of enactment).
2. 41 D.C. Reg. 3010 (May 27, 1994), 5138 (Aug. 5, 1994) (notice of enactment).