Rule 27 - Professional Corporations, Limited Liability Companies and Limited PartnershipsSection 1. General Provisions. One or more lawyers may form a professional corporation, limited liability company or a limited liability partnership for the practice of law under Indiana Code 23-1.5-1, IC 23-18-1 and IC 23-4-1, respectively. (a) The name of the professional corporation, limited liability company or limited liability partnership shall contain the surnames of some of its members, partners or other equity owners followed by the words "Professional Corporation," "PC," "P.C.," "Limited Liability Company," "L.L.C.," "LLC," "Limited Liability Partnership," "L.L.P.," or "LLP," as appropriate. Such a professional corporation, limited liability company, or limited liability partnership shall be permitted to use as its name the name or names of one or more deceased or retired members of a predecessor law firm in a continuing line of succession, subject to Rule of Professional Conduct 7.2. (b) The professional corporation, limited liability company or limited liability partnership shall be organized solely for the purpose of conducting the practice of law, and, with respect to the practice of law in Indiana, shall conduct such practice only through persons licensed by the Supreme Court of Indiana to do so. (c) Each officer, director, shareholder, member, partner or other equity owner shall be an individual who shall at all times own his or her interest in the professional corporation, limited liability company or limited liability partnership in his or her own right and, except for illness, accident, time spent in the armed services or during vacations and/or leaves of absence, shall be actively engaged in the practice of law through such professional corporation, limited liability company or limited liability partnership. (d) The practice of law in Indiana as a professional corporation, limited liability company or limited liability partnership shall not modify any law applicable to the relationship between the person or persons furnishing professional legal services and the person or entity receiving such services, including, but not limited to, laws regarding privileged communications. (e) The practice of law in Indiana as a professional corporation, limited liability company or limited liability partnership shall not relieve any lawyer of or diminish any obligation of a lawyer under the Rules of Professional Conduct or under these rules. (f) Each officer, director, shareholder, member, partner or other equity owner of a professional corporation, limited liability company, or limited liability partnership shall be liable for his or her own acts of fraud, defalcation or theft or errors or omissions committed in the course of rendering professional legal services as provided by law including, but not limited to, liability arising out of the acts of fraud, defalcation or theft or errors or omissions of another lawyer over whom such officer, director, shareholder, member, partner or other equity owner has supervisory responsibilities under Rule 5.1 of the Rules of Professional Conduct, without prejudice to any contractual or other right that the aggrieved party may be entitled to assert against a professional corporation, limited liability company, limited liability partnership, an insurance carrier, or other third party. (g) A professional corporation, limited liability company or limited liability partnership shall maintain adequate professional liability insurance or other form of adequate financial responsibility for any liability of the professional corporation, limited liability company, or limited liability partnership arising from acts of fraud, defalcation or theft or errors or omissions committed in the rendering of professional legal services by an officer, director, shareholder, member, partner, other equity owner, agent, employee or manager of the professional corporation, limited liability company or limited liability partnership. (1) "Adequate professional liability insurance" means one or more policies of attorneys' professional liability insurance or other form of adequate financial responsibility that insure the professional corporation, limited liability company or limited liability partnership or both; (i) in an amount for each claim, in excess of any insurance deductible or deductibles, of fifty thousand dollars ($50,000), multiplied by the number of lawyers practicing with the professional corporation, limited liability company or limited liability partnership; and (ii) in an amount of one hundred thousand dollars ($100,000) in excess of any insurance deductible or deductibles for all claims during the policy year, multiplied by the number of lawyers practicing with the professional corporation, limited liability company or limited liability partnership. However, no professional corporation, limited liability company or limited liability partnership shall be required to carry insurance or other form of adequate financial responsibility of more than five million dollars ($5,000,000) per claim, in excess of any insurance deductibles, or more than ten million dollars ($10,000,000) for all claims during the policy year, in excess of any insurance deductible.
The maximum amount of any insurance deductible under this Rule shall be as prescribed from time to time by the Board of Law Examiners.
(2) "Other form of adequate financial responsibility" means funds, in an amount not less than the amount of professional liability insurance applicable to a professional corporation, limited liability company or limited liability partnership under section (g)(1) of this Rule, available to satisfy any liability of the professional corporation, limited liability company or limited liability partnership arising from acts of fraud, defalcation or theft or errors or omissions committed in the rendering of professional legal services by an officer, director, shareholder, other equity owner, member, partner, agent, employee or manager of the professional corporation, limited liability company or limited liability partnership. These funds shall be available in the form of a deposit in trust of cash, bank certificates of deposit, United States Treasury obligations, bank letters of credit or surety bonds, segregated from all other funds of the professional corporation, limited liability company or limited liability partnership and held for the exclusive purpose of protecting any aggrieved party of the professional corporation, limited liability company or limited partnership in compliance with this Rule. (h) Each officer, director, shareholder, member, partner or other equity owner of a professional corporation, limited liability company or limited liability partnership shall be jointly and severally liable for any liability of the professional corporation, limited liability company or limited liability partnership based upon a claim arising from acts of fraud, defalcation or theft or errors or omissions committed in the rendering of professional legal services while he or she was an officer, director, member, shareholder, partner or other equity owner, in an amount not to exceed the aggregate of both of the following: (1) The per claim amount of professional liability insurance or other form of adequate financial responsibility applicable to the professional corporation, limited liability company or limited liability partnership under this Rule, but only to the extent that the professional corporation, limited liability company or limited liability partnership fails to have the professional liability insurance or other form of adequate financial responsibility required by this Rule; and (2) The deductible amount of the professional liability insurance applicable to the claim. The joint and several liability of the shareholder, member, partner or other equity owner shall be reduced to the extent that the liability of the professional corporation, limited liability company or limited liability partnership has been satisfied by the assets of the professional corporation, limited liability company or limited liability partnership.
Section 2. Applications for Registration.(a) Lawyers seeking to organize or practice by means of a professional corporation, limited liability company or limited liability partnership shall submit an application for a certificate of registration to the State Board of Law Examiners. Applications shall be upon a form prescribed by the State Board of Law Examiners. (b) The Board of Law Examiners shall publish instructions for submission of the application and a prescribed form for use by all lawyers seeking to organize under this Rule. The application shall include, at a minimum, the following: (1) Two copies of the application for a certificate of registration shall be delivered to the State Board of Law Examiners; and, (2) A registration fee of two hundred dollars ($200.00), plus ten dollars ($10.00) for each officer, director, shareholder, member, partner, other equity owner or lawyer employee licensed to practice law in Indiana of the professional corporation, limited liability company or limited liability partnership; and, (3) Two copies of a certification of the Executive Director of the Indiana Office of Admissions and Continuing Education that each officer, director, shareholder, member, partner, other equity owner or lawyer employee who will practice law in Indiana holds an unlimited license to practice law in Indiana; and, (4) Two copies of a certification of the Indiana Disciplinary Commission that each officer, director, shareholder, member, partner, other equity owner or lawyer employee licensed to practice in Indiana has no disciplinary complaints pending against him or her and if he or she does, what the nature of each such complaint is; and,(5) Four copies of the Articles of Incorporation, Articles of Organization or Registration of the professional corporation, limited liability company or limited liability partnership with appropriate fees for the Secretary of State. (c) Upon receipt of such application form and fees, the State Board of Law Examiners shall make an investigation of the professional corporation, limited liability company or limited liability partnership in regard to finding that all officers, directors, shareholders, members, partners, other equity owners, managers of lawyer employees licensed to practice law in Indiana are each duly licensed to practice law in Indiana and that all hereinabove outlined elements of this Rule have been fully complied with, and the Executive Director of the Indiana Office of Admissions and Continuing Education shall likewise certify this fact. The Executive Secretary of the Indiana Disciplinary Commission shall certify whether a disciplinary action is pending against any of the officers, directors, shareholders, members, partners, other equity owners, managers or lawyer employees licensed to practice in Indiana. If it appears that no such disciplinary action is pending and that all officers, directors, shareholders, members, partners, other equity owners, managers of lawyer employees required to be are duly licensed to practice law in Indiana are, and that all hereinabove outlined elements of this Rule have been fully complied with, the Board shall issue a certificate of registration which will remain effective until June 30th of the year following the date of such registration. Section 3. Renewal of Certificate of Registration; Fees.
(a) A certificate of registration shall continue in force for one year (July 1 thru the following June 30), and may be renewed for a like period upon the submission of such verified information to the Board of Law Examiners as will demonstrate that the professional corporation, limited liability company or limited liability partnership has complied with the provisions of the statute under which it was formed and this Rule. (b) Each professional corporation, limited liability company or limited liability partnership formed pursuant to this Rule shall pay a renewal fee of fifty dollars ($50.00) on or before June 30 of each year; a delinquent fee in the amount of twenty-five dollars ($25.00) shall be added to the renewal fee for fees paid after June 30 and on or before July 15 of each year; a delinquent fee in the amount of fifty dollars ($50.00) shall be added to the renewal fee for fees paid after July 15 and on or before August 31 of each year; a delinquent fee in the amount of one hundred fifty dollars ($150.00) shall be added to the renewal fee for fees paid after August 31 of each year. Additionally, a one hundred dollar ($100.00) surcharge will be added to the late fee for each consecutive year for which the attorney fails to timely file the renewal form. This renewal fee is in addition to any annual registration and fees paid under Rule 2 and/or Rule 6. Section 4. Registration of Changes; Fees. Within thirty (30) days after any change in the officers, directors, shareholders, members, partners, other equity owners or lawyer employees licensed to practice in Indiana, a written listing setting forth the names and addresses of each shall be filed with the State Board of Law Examiners with a fee of ten dollars ($10.00) for each new person listed.
(b) A delinquent fee of ten dollar ($10.00) for each new person listed shall be added to the Registration Change Fee for fees paid after the 30th day. Additionally, a twenty-five dollar ($25.00) surcharge will be added to the late fee for each consecutive time for which the Registration of Changes fails to be timely filed. This Registration of Changes fee is in addition to any annual registration and fees paid under Rule 2, Rule 6 or otherwise in this Rule.(c) Copies of any amendments to the Articles of Incorporation, Articles of Organization or Registration of the professional corporation, limited liability company or limited liability partnership thereafter filed with the Secretary of State's office shall also be filed with the State Board of Law Examiners. Section 5. Failure to Pay Renewal Fee; Revocation of Certificate of Registration.(a) Any lawyer practicing under a certificate of registration who fails to pay the renewal fee required under Section 3(b) or fails to file the affidavit required under Section 7 shall be subject to revocation of the certificate of registration and sanctions for contempt of this Court in the event he or she thereafter engages in the practice of law under the professional corporation, limited liability company or limited liability partnership in this State. (b) Any lawyer whose certificate of registration has been revoked pursuant to this provision and wishes to engage in the practice of law under the professional corporation, limited liability company or limited liability partnership in this State may apply for a new certificate of registration pursuant to Section 2 of this Rule. Section 6. Annual Renewal Notice. On or before May 1 of each year, the Executive Director of the State Board of Law Examiners shall mail a notice to or notify via electronic mail each professional corporation, limited liability company or limited liability partnership registered pursuant to this Rule that (i) a renewal fee must be paid on or before June 30; and (ii) the attorney must (a) affirm continued compliance with this Rule to maintain the certificate of registration or (b) submit the signed relinquish affidavit to the State Board of Law Examiners on or before June 30. Notice sent pursuant to this section shall be sent to the name and address maintained by the Executive Director of the Indiana Office of Admissions and Continuing Education pursuant to Admission & Discipline Rule 2 for the attorney listed as the registered agent pursuant to the records previously filed with the State Board of Law Examiners.Section 7. Relinquishing of Certificate of Registration. Any lawyer who is registered to practice law pursuant to this Rule who is current in payment of all applicable registration fees and other financial obligations imposed by this rule who no longer is able to meet the requirements to maintain such registration or who no longer practices under the professional corporation, limited liability company or limited liability partnership may voluntarily relinquish his or her certificate of registration by tendering a signed relinquish affidavit to the Executive Director of the State Board of Law Examiners no later than June 30 of the reporting year (July 1 through June 30). The Executive Director shall promptly verify the eligibility of the lawyer to relinquish the certificate of registration under this section and if eligible, forward a notice of the relinquishment to the Secretary of State. In the event that the lawyer is not eligible to relinquish under this section, the Executive Director of the Indiana Office of Admissions and Education shall promptly notify the lawyer of all reasons for ineligibility.Ind. R. Att'y Adm. & Discip. 27
Adopted Nov. 24, 1976, effective 1/1/1976; amended effective 8/31/1976; amended effective 12/4/1980; amended Nov. 16, 1984, effective 1/1/1985; amended Oct. 15, 1986, effective 1/1/1987; amended effective 9/13/1991. Amended Nov. 25, 1997, effective 1/1/1998; amended Sept. 15, 2009, effective 1/1/2010; amended Sept. 21, 2010, effective 1/1/2011; amended June 30, 2014, effective 6/30/2014; amended October 6, 2021, effective 1/1/2022.