The Law Society of British Columbia

PART 9 – INCORPORATION AND LIMITED LIABILITY PARTNERSHIPS

Definitions

80 In this Part:

"limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act;

"permit" means a permit issued under section 82 and includes a permit and a renewal of a permit issued to a law corporation or personal law corporation under the Legal Profession Act, R.S.B.C. 1996, c. 255.

[2004-38-18]

Authorized and prohibited activities of law corporations

81 (1) A law corporation is authorized to carry on the business of providing legal services to the public through one or more persons each of whom is

(a) a practising lawyer, or

(b) subject to this Act and the rules, a person referred to in section 15 (1) (c), (e) or (f) or (2) who is an employee of the law corporation.

(2) A partnership consisting of law corporations or of one or more lawyers and one or more law corporations is authorized to carry on the business of providing legal services to the public through one or more persons described in subsection (1).

(3) A corporation that has the words "law corporation" as part of its name must not carry on any business unless it holds a valid permit.

(4) A law corporation must not carry on any activities, other than the provision of legal services or services directly associated with the provision of legal services.

(5) Subsection (4) does not prohibit a law corporation from investing its funds in real estate, personal property, mortgages, stocks, bonds, insurance or any other type of investment.

(6) A voting trust agreement, proxy or any other type of agreement vesting in a person who is not a practising lawyer or a law corporation the authority to exercise the voting rights attached to shares in a law corporation is prohibited.

Law corporation permit

82 (1) The executive director must issue a permit to a corporation that is a company, as defined in the Business Corporations Act, and that is in good standing under that Act or that is an extraprovincial company as defined in that Act, if the executive director is satisfied that

(a) the corporation has complied with the rules made under this Part,

(b) the name of the corporation includes the words "law corporation,"

(c) each voting share is legally and beneficially owned by a practising lawyer or by a law corporation,

(d) each non-voting share is legally and beneficially owned by

(i) a practising lawyer,

(ii) a law corporation that is a voting shareholder,

(iii) a person who is a relative of or resides with a practising lawyer who is a shareholder or who is a shareholder in a law corporation that is a shareholder,

(iv) a corporation, all the shares of which are beneficially owned by one or more of the individuals referred to in subparagraph (i) or (iii), or

(v) a trust, all the beneficiaries of which are individuals referred to in subparagraph (i) or (iii),

(e) all of the directors and the president of the corporation are practising lawyers, and

(f) all of the persons who will be practising law on behalf of the corporation are persons described in section 81 (1).

(2) The executive director may refuse to issue a permit under subsection (1) if

(a) the law corporation has previously had its permit revoked, or

(b) a shareholder of the law corporation was a shareholder of a law corporation or personal law corporation that previously had its permit revoked.

(3) The executive director must inform the Registrar of Companies of the revocation of any permit under this Part or the rules.

(4) Unless the benchers otherwise direct and subject to rules made under this Part, if a law corporation fails to pay the renewal fee set by the benchers by the date it is due, its permit ceases to be valid and the corporation must

(a) immediately surrender its permit to the executive director, and

(b) cease providing legal services to the public.

[2003-70-210]

Law corporation rules

83 (1) The benchers may make rules as follows:

(a) establishing procedures for the issue and renewal of permits;

(b) establishing procedures for revocation of permits, including

(i) the adaptation of rules respecting practice and procedure in hearings before a panel, and

(ii) rules to authorize a panel to consider action against a law corporation as part of a hearing on a citation issued against a respondent who is or was a shareholder, director, officer or employee of a law corporation;

(c) authorizing the executive director to attach conditions or limitations to permits issued or renewed under this Part;

(d) respecting names and the approval of names including the types of names by which the following may be known, be incorporated or practise law:

(i) a law corporation;

(ii) a partnership consisting of one or more law corporations and one or more lawyers;

(iii) a partnership consisting of law corporations;

(iv) a law corporation that has shareholders that consist of one or more law corporations or one or more practising lawyers, or both;

(e) setting fees for

(i) obtaining a permit, and

(ii) renewing a permit;

(f) respecting the disposition of shares of a shareholder of a law corporation who ceases to be a practising lawyer;

(g) setting an amount of insurance that the holder of the permit must carry or must provide to each of its employees or contractors for the purpose of providing indemnity against professional liability claims;

(h) any other rules the benchers consider necessary or advisable for the purposes of this Part.

(2) The amount set by a rule made under subsection (1) (g) is in addition to any amount that must be carried by a lawyer under a rule made under section 30 (1.1), and the amount that may be set under this subsection may be different for different permit holders, at the discretion of the benchers.

(3) An act of a corporation, including a transfer of property to or by the corporation, is not invalid because it contravenes this Part or the rules made under this Act.

(4) This Act and the rules apply, insofar as is possible, to law corporations in the same way that they do to individual lawyers.

[2012-16-44]

Limited liability partnerships

83.1 The benchers may make rules

(a) authorizing lawyers and law corporations to carry on the practice of law through limited liability partnerships, and

(b) establishing prerequisites, conditions, limitations and requirements for lawyers and law corporations to carry on the practice of law through limited liability partnerships.

[2004-38-19]

Responsibility of lawyers

84 (1) The liability of a lawyer, carrying on the practice of law, for his or her own professional negligence is not affected by the fact that the lawyer is carrying on that practice

(a) as an employee, shareholder, officer, director or contractor of a law corporation or on its behalf, or

(b) through a limited liability partnership.

(2) The application of the provisions of this Act and the rules to a lawyer is not affected by the lawyer's relationship to

(a) a law corporation as an employee, shareholder, officer, director or contractor, or

(b) a limited liability partnership as a partner, employee or contractor.

(3) Nothing in this Part affects, modifies or limits any law applicable to the fiduciary, confidential or ethical relationships between a lawyer and a person receiving the professional services of the lawyer.

(4) The relationship between a law corporation carrying on business as authorized under this Part and the rules, and a person receiving legal services provided by the corporation is subject to all applicable law relating to the fiduciary, confidential and ethical relationships that exist between a lawyer and a client.

(5) All rights and obligations respecting professional communications made to or information received by a lawyer, or in respect of advice given by a lawyer, apply to a law corporation and its employees, shareholders, officers, directors and contractors.

(6) An undertaking given by or on behalf of a law corporation that would constitute a solicitor's undertaking if given by a lawyer is deemed to be a solicitor's undertaking given by the lawyer who gives, signs or authorizes it.

[2004-38-20; 2005-35-21]

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Part 9 out of 11 parts in the Legal Profession Act