Rule 10 - Practice of law by business entities (a) Lawyers may practice law as sole proprietorships, partnerships, limited liability partnerships, professional corporations or limited liability companies. No other form of business organization is authorized for the practice of law. Lawyers may not share fees with nonlawyers. (b) Lawyers may form professional corporations for the practice of law as authorized by Wyo.Stat.Ann. § 17-3-101 and § 17-3-102, provided that such corporations are organized and operated in accordance with the provisions of this rule. The articles of incorporation of such corporation shall contain provisions complying with the following requirements: (1) The name of the corporation shall contain the words "professional corporation" or shall state those words or an abbreviation thereof after or under the name of the corporation, or an abbreviation thereof such as the following: "Doe, Doe & Doe (with such designation as a firm desires to show that it is engaged in the practice of law), a Professional Corporation." In addition, the name of the corporation shall always meet the ethical standards established for the names of law firms according to the Rules of Professional Conduct for Attorneys at Law; (2) The corporation shall be organized solely for the purpose of conducting the practice of law only through persons qualified to practice law in the State of Wyoming; (3) The corporation may exercise the powers and privileges conferred upon corporations by the laws of Wyoming only in furtherance of and subject to its corporate purpose; (4) All shareholders, officers and directors of the corporation conducting the practice of law in Wyoming shall be a lawyer authorized to practice law in Wyoming or another United States jurisdiction, and who at all times own their shares in their own right; (5) Provisions shall be made requiring every shareholder, officer and director who ceases to be eligible to be a shareholder to dispose of all the shares forthwith either to the corporation or to any person having the qualifications described in subdivision (4); (6) No corporation may offer professional services or practice a profession except by and through the person or persons of its licensed stockholder or stockholders, or licensed employees, all of whom shall retain their professional licenses in good standing and shall be subject to all rules, regulations, standards and requirements pertaining to their professional activities. All stockholders or employees of a professional corporation organized hereunder shall remain fully liable and responsible for their own professional activities. In all other respects, the rules of liability applicable to general corporations shall apply to professional corporations organized hereunder. (c) Lawyers may form limited liability companies for the practice of law as authorized by Wyoming Limited Liability Company Act (Wyo.Stat.Ann. § 17-29-101 et seq.), provided that such limited liability companies are organized and operated in accordance with the provisions of this rule. The articles of organization of such company shall contain provisions complying with the following requirements: (1) The name of the company shall contain the words "limited liability company" or shall state those words or an abbreviation thereof after or under the name of the company, of an abbreviation thereof such as the following: "Doe, Doe & Doe (with such designation as a firm desires to show that it is engaged in the practice of law), a Limited Liability Company." In addition, the name of the limited liability company shall always meet the ethical standards established for the names of law firms according to the Rules of Professional Conduct for Attorneys at Law as if all the members of the company were partners; (2) The limited liability company shall be organized solely for the purpose of conducting the practice of law only through persons qualified to practice law in the State of Wyoming; (3) The limited liability company may exercise the powers and privileges conferred upon limited liability companies by the laws of Wyoming only in furtherance of and subject to its company purpose; (4) All members of the limited liability company conducting the practice of law in Wyoming shall be a lawyer authorized to practice law in Wyoming or another United States jurisdiction, and who at all times are members of the limited liability company in their own right; (5) Provisions shall be made requiring every member who ceases to be eligible to be a member to dispose of all their ownership interest in the limited liability company forthwith either to the company or to any person having the qualifications described in subdivision (4); (6) No limited liability company may offer professional services or practice a profession except by and through the person or persons of its licensed member or members or licensed employees, all of whom shall retain their professional licenses in good standing and shall be subject to all rules, regulations, standards and requirements pertaining to their professional activities. All members or employees of a limited liability company organized hereunder shall remain fully liable and responsible for their own professional activities. In all other respect, the rules of liability applicable to general limited liability companies shall apply to limited liability companies organized hereunder. (d) Lawyers may form, or register as, limited liability partnerships for the practice of law as authorized by Wyo.Stat.Ann. § 17-21-1105, provided that such partnerships are organized, registered and operated in accordance with the provisions of this rule. The statement of registration of such partnership shall contain provisions complying with the following requirements: (1) The name of the partnership shall contain the words "registered limited liability partnership", "limited liability partnership", or shall state those words or an abbreviation thereof after or under the name of the partnership, or an abbreviation thereof such as the following: "Doe, Doe & Doe (with such designation as a firm desires to show that it is engaged in the practice of law), a Limited Liability Partnership." In addition, the name of the limited liability partnership shall always meet the ethical standards established for the names of law firms according to the Rules of Professional Conduct for Attorneys at Law; (2) The limited liability partnership shall be organized solely for the purpose of conducting the practice of law, and the conduct of the practice of law in the State of Wyoming shall be only through persons qualified to practice law in the State of Wyoming; (3) The limited liability partnership may exercise the powers and privileges conferred upon limited liability partnerships by the laws of Wyoming only in furtherance of and subject to its partnership purpose; (4) All partners of the limited liability partnership conducting the practice of law in Wyoming shall be a lawyer authorized to practice law in Wyoming or another United States jurisdiction, and who at all times are partners of the limited liability partnership in their own right; (5) Provisions shall be made requiring every partner who ceases to be eligible to be a partner to dispose of all of his or her ownership interest in the limited liability partnership forthwith either to the partnership or to any person having the qualifications described in subdivision (4); (6) No limited liability partnership may offer professional services or practice a profession except by and through the person or persons of its licensed partners or licensed employees, all of whom shall retain their professional licenses in good standing and shall be subject to all rules, regulations, standards and requirements pertaining to their professional activities. All partners or employees of a limited liability partnership organized or registered hereunder shall remain fully liable and responsible for their own professional activities. In all other respects, the rules of liability applicable to general limited liability partnerships shall apply to limited liability partnerships organized or registered hereunder. (e) Nothing in this rule shall be deemed to diminish or change the obligation of all attorneys employed by a professional corporation, limited liability partnership, or limited liability company to conduct their legal practice in accordance with the standards of professional conduct promulgated by this court; any attorney who by act or omission causes the professional corporation, limited liability partnership, or limited liability company to act or fail to act in a way which violates such standards of professional conduct, including any provision of this rule, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefore. (f) Nothing in this rule shall be deemed to modify the attorney-client privilege specified in Wyo.Stat.Ann. § 1-12-101, and any comparable common-law privilege. (g) Except as provided by this rule, corporations, limited liability partnerships, or limited liability companies shall not practice law. (h) The corporation, limited liability partnership or limited liability company shall do nothing which if done by an attorney employed by it would violate the standards of professional conduct established for every attorney by the Wyoming Supreme Court. (i) A professional corporation, limited liability partnership, or limited liability company may adopt a pension, profit sharing (whether cash or deferred), health and accident, insurance or welfare plan for all or part of its employees including lay employees. Wyo. R. State Bar, Att'y Cond. & Prac. 10
Adopted April 29, 2014, effective April 29, 2014.