Part 9 – Incorporation and Limited Liability Partnerships

Division 1 – Law Corporations

Corporate name

9-1 A corporation must use a name

(a) under which no other corporation holds a valid law corporation permit under this division,

(b) that does not so nearly resembles the name of another corporation holding a valid law corporation permit under this division that it is likely to confuse or mislead the public,

(d) that includes one of the following phrases:

(i) “law corporation”;

(ii) “law ULC”;

(iii) “law unlimited liability company.”

Corporate name certificate

9-2 (1) A lawyer may apply to the Executive Director, in the prescribed form, for a certificate that the Society does not object to the incorporation of a company as a law corporation under a proposed name.

(2) On receipt of an application under subrule (1), the Executive Director must either

(a) issue a certificate to the lawyer if the Executive Director is satisfied that the intended name complies with Rule 9-1 [Corporate name], or

(b) reject the application.

(3) The Executive Director must notify the lawyer in writing of the decision under subrule (2).

[(1) amended 10/2020; (3) amended 05/2021]

Review of Executive Director’s decision

9-3 (1) A lawyer whose application is rejected under Rule 9-2 [Corporate name certificate] may apply in writing to the Ethics and Lawyer Independence Advisory Committee for a review.

(2) After considering any submissions received from the lawyer and from the Executive Director, the Ethics and Lawyer Independence Advisory Committee must

(a) direct the Executive Director to issue a certificate to the lawyer if it is satisfied that the intended name complies with Rule 9-1 [Corporate name], or

(b) reject the application.

(3) The Ethics and Lawyer Independence Advisory Committee must notify the lawyer and the Executive Director in writing of its decision under this Rule.

[amended 01/2022]

Law corporation permit

9-4 A company may apply to the Executive Director for a law corporation permit by delivering to the Executive Director

(a) a completed permit application in the prescribed form,

(b) a true copy of the certificate of incorporation of the company and any other certificates that reflect a change in name or status, and

[amended 10/2020]

Issuance of permit

9-5 (1) Subject to section 82 [Law corporation permit], the Executive Director must issue a law corporation permit to a company that has complied with the Act and these rules.

(2) Subject to subrule (3), a law corporation permit issued under subrule (1) is valid from the effective date shown on it.

(3) A permit issued to a law corporation ceases to be valid if

(a) it is revoked under Rule 9-11 [Revocation of permits],

(b) a practising lawyer who is a voting shareholder in the law corporation dies or otherwise ceases to be a practising lawyer, and no provision is made in the articles of the law corporation for the immediate and automatic disposition of that person’s shares in that case,

(c) another law corporation that is a voting shareholder in the law corporation ceases to be registered as a company under the Business Corporations Act or ceases to hold a valid law corporation permit and no provision is made in the articles of the law corporation for the immediate and automatic disposition of the other law corporation’s shares in that case, or

(d) the corporation surrenders the permit to the Executive Director.

Change of corporate name

9-6 (1) A law corporation may apply to the Executive Director in the prescribed form for a certificate that the Society does not object to a specific change of name for the law corporation.

(2) Rules 9-1 to 9-3 apply to an application under subrule (1), with the necessary changes and so far as they are applicable.

(3) A law corporation must not apply for a change of name under the Business Corporations Act unless it has been granted the certificate referred to in subrule (1).

(4) The Executive Director must issue a new permit to a law corporation that has

(a) obtained the certificate referred to in subrule (1),

(b) delivered to the Executive Director a true copy of the certificate of the Registrar of Companies showing the change of name and the date it is effective, and

(5) Subject to Rule 9-5 (3) [Issuance of permit], a law corporation permit issued under subrule (4) is valid until the date on which the permit that it replaces would have expired.

[(1) amended 10/2020]

Public disclosure of corporate status

9-7 When a lawyer or law firm provides legal services to the public through a law corporation, all advertising for the lawyer or law firm must indicate that the law corporation provides the legal services.

Corporate information

9-8 A law corporation must deliver to the Executive Director copies of its Articles, Notice of Articles and amendments to its Articles or Notice of Articles

(a) when applying for a permit, and

(b) immediately on adoption of new or amended Articles or Notice of Articles.

Disclosure of corporate information

9-9 (1) All information and documents received by the Society under this division are confidential, and no person is permitted to disclose them to any person.

(2) As an exception to subrule (1), the Society may

(a) use information and documents for a purpose consistent with the Act and these rules,

(b) disclose information and documents to a governing body under Rule 2-27.1 [Sharing information with a governing body], and

(i) the name of a corporation;

(ii) a corporation’s place of business;

(iii) whether a company has a valid law corporation permit;

(iv) whether a specified lawyer is an employee or a voting shareholder of a corporation;

(v) whether a specified law corporation is a voting shareholder of a law corporation.

[(2) amended 09/2018]

Notice of change in corporate information

9-10 The president of a company or the president's designate must promptly advise the Executive Director in writing of any change to the information contained in the permit application or renewal permit application most recently delivered to the Society.

[amended 05/2021]

Revocation of permits

9-11 (1) After a hearing, a panel may revoke a law corporation’s permit if

(a) in the course of providing legal services the corporation does anything that, if done by a lawyer, would be professional misconduct or conduct unbecoming the profession,

(b) the corporation contravenes the Act or a rule, or

(c) the corporation ceases to comply with a condition of qualification referred to in section 81 [Authorized and prohibited activities of law corporations] or a condition under this division or section 82 [Law corporation permit].

(2) Instead of revoking a law corporation permit under subrule (1), a panel may do one or more of the following:

(a) reprimand one or more of the voting shareholders of a law corporation;

(b) impose a fine on the law corporation in an amount not exceeding $50,000;

(c) impose conditions or limitations under which the law corporation may continue to provide legal services to the public.

(3) Any shareholder, director, officer or employee of or contractor to a law corporation may be

(a) compelled to give evidence at a proceeding under this division or under Part 5 [Tribunal, Hearings and Appeals], or

(b) required to produce any file or record in that person’s possession or control that is relevant to matters raised in the proceeding.

(4) To the extent reasonably possible, Parts 4 [Discipline] and 5 [Tribunal, Hearings and Appeals] apply to notice of a hearing on the revocation of a law corporation permit and to the hearing as they apply to a citation and the hearing of the citation.

(5) If a hearing has been ordered on the revocation of a law corporation permit and a citation has been directed to be issued against a shareholder, director, officer or employee of the corporation holding the permit, the Discipline Committee may direct that the citation and the question of the revocation of the law corporation permit be heard together.

(6) When the Discipline Committee has directed that a citation and the question of the revocation of a law corporation permit be heard together, the panel conducting the hearing may order that they be heard separately.

(7) When a panel imposes a condition or limitation under which a law corporation may continue to provide legal services to the public under subrule (2) (c), the Executive Director may disclose the fact that the condition or limitation applies and the nature of the condition or limitation.

(8) If the Executive Director discloses the existence of a condition or limitation under subrule (7) by means of the Society’s website, the Executive Director must remove the information from the website within a reasonable time after the condition or limitation ceases to be in force.

(9) Subrule (8) does not apply to a decision of Benchers, a hearing panel or a review board.

[(1) amended 04/2018; (9) added 04/2019]

Division 2 – Limited Liability Partnerships

Definition

9-12 In this division “person applying” means a person applying or proposing to apply on behalf of a partnership for registration as a limited liability partnership or extraprovincial limited liability partnership under Part 6 [Limited Liability Partnerships] of the Partnership Act.

Practice through a limited liability partnership

9-13 A lawyer or law corporation is authorized to carry on the practice of law through a limited liability partnership, provided that the lawyer or law corporation and the limited liability partnership comply with the Partnership Act and meet the prerequisites of this division.

LLP name

9-14 A limited liability partnership must not use a name contrary to the Code of Professional Conduct, section 4.2 [Marketing].

Notice of application for registration

9-15 (1) Before an application to register a partnership or an extraprovincial limited liability partnership as a limited liability partnership is made on behalf of the partnership under Part 6 [Limited Liability Partnerships] of the Partnership Act, the person applying must

(a) submit to the Executive Director a copy of the registration statement that the person intends to file under that Act,

(b) pay the LLP registration fee specified in Schedule 1, and

(2) On receipt of a submission under subrule (1), the Executive Director must issue a statement of approval of LLP registration if the Executive Director is satisfied that

(a) the intended name complies with Rule 9-14 [LLP name], and

(b) membership in the partnership complies with subrules (3) and (5).

(3) Each partner in an LLP must be

(a) a member of the Society,

(b) a member of a recognized legal profession in another jurisdiction,

(c) a law corporation holding a valid permit under this part or the equivalent in the jurisdiction in which it provides legal services, or

(d) a non-lawyer participating in the partnership in another Canadian jurisdiction as permitted in that jurisdiction.

(4) Despite subrule (3), an LLP that is an MDP in which a lawyer has permission to practise law under Rules 2-38 to 2-49 may include non-lawyer members as permitted by those rules.

(5) At least one partner in an LLP must be a member of the Society or a law corporation holding a valid permit under this Part.

(6) If the Executive Director is not satisfied of the matters referred to in subrule (2), the Executive Director must decline to issue a statement of approval.

(7) The Executive Director must notify the person applying in writing of the Executive Director’s decision under subrule (2).

[(1) amended 05/2021]

Review of Executive Director’s decision

9-16 (1) If the Executive Director declines to issue a statement of approval under Rule 9-15 [Notice of application for registration], the person applying may apply in writing to the Ethics and Lawyer Independence Advisory Committee for a review.

(2) After considering any submissions received from the partners and from the Executive Director, the Ethics and Lawyer Independence Advisory Committee must

(a) direct the Executive Director to issue a statement of approval if it is satisfied that

(i) the intended name complies with Rule 9-14 [LLP name], and

(ii) Rule 9-15 (3) [Notice of application for registration] has been satisfied, or

(b) reject the application.

(3) The Ethics and Lawyer Independence Advisory Committee must notify the person applying and the Executive Director in writing of its decision under this rule.

[amended 01/2022]

Disclosure of LLP status

9-17 (1) When a firm provides legal services to the public through a limited liability partnership, all advertising for the firm must indicate that the limited liability partnership provides the legal services.

(2) When a firm is continued as a limited liability partnership, the firm must promptly take reasonable steps to notify in writing each existing client of the firm of the change and the effect of a limited liability partnership in respect of the liability of partners.

(3) The notice required under subrule (2) must include a statement to the following effect, prominently placed:

The partners in a limited liability partnership are not personally liable for the negligent acts or omissions of another partner or an employee unless the partner knew of the negligent act or omission and did not take reasonable steps to prevent it. Partners are personally liable for their own actions, and the partnership continues to be liable for the negligence of its partners, associates and employees. Accordingly, there is no reduction or limitation on the liability of the partnership.

(4) When a firm is registered as an extraprovincial limited liability partnership under Part 6 [Limited Liability Partnerships] of the Partnership Act, the firm must promptly take reasonable steps to notify in writing each existing client of the firm in British Columbia of the registration and any change, resulting from the registration, in the liability of the partners.

(5) Subrule (4) does not apply to a client outside of British Columbia if the firm provides legal services to the client primarily through lawyers outside of British Columbia.

(6) The notice required under subrule (2) or (4) may be

(a) mailed by regular or registered mail to the client at the client’s last known address,

(b) delivered personally to the client,

(d) transmitted by electronic mail to the client at the client’s last known electronic mail address, or

(e) published in a newspaper distributed in the area in which the client resides or carries on business.

[(3) amended 05/2021]

Change in LLP information and annual reports

9-18 A limited liability partnership must deliver to the Executive Director copies of the following at the same time that they are filed under Part 6 [Limited Liability Partnerships] of the Partnership Act:

(a) an annual report;

(b) an amendment to the registration statement.

Disclosure of LLP information

9-19 (1) All information and documents received by the Society under this division are confidential, and no person is permitted to disclose them to any person.

(2) As an exception to subrule (1), the Society may

(a) use information and documents for a purpose consistent with the Act and these rules,

(b) disclose information and documents to a governing body under Rule 2-27.1 [Sharing information with a governing body], and

[(2) amended 09/2018]

Notification of non-compliance

9-20 With the consent of the Credentials Committee, the Executive Director may notify the Registrar of Companies if the Executive Director becomes aware of the failure of a limited liability partnership or one or more of its partners to maintain compliance with the requirements of Part 6 [Limited Liability Partnerships] of the Partnership Act.