Ohio Gov.Bar R. III

Section 1. Firm Organization

An attorney who is otherwise authorized to practice as an active attorney under Gov. Bar

R. V I may practice law in Ohio, to the same extent as individuals and groups of individuals,

through a legal professional association, corporation, or legal clinic, formed under Chapters 1701.

or 1785. or licensed under Chapter 1703. of the Revised Code, a limited liability company, formed

or registered under Chapter 1706. of the Revised Code, or a limited liability partnership, registered

under former Chapter 1775. or Chapter 1776. of the Revised Code.

Section 2. Name

The name of a legal professional association, corporation, legal clinic, limited liability

company, or limited liability partnership shall comply with Rule 7.5 of the Ohio Rules of

Professional Conduct. The name of a legal professional association or leg al clinic shall end with

the legend, “Co., LPA” or shall have immediately below it, in legible form, the words “A Legal

Professional Association.” The name of a corporation, limited liability company, or limited

liability partnership shall include a descriptive designation as required under sections 1701.05(A),

1706.07, or 1776.82, respectively, of the Revised Code.

Section 3. Ethics and Discipline

(A) Participation in a legal professional association, corporation, legal clinic, limited

liability company, or limited liability partnership shall not relieve an attorney of or diminish any

obligation under the Ohio Rules of Professional Conduct or under these rules.

(B) An attorney shall not use a legal professional association, corporation, legal clinic,

limited liability company, or limited liability partnership to share legal fees with a person not

authorized to practice law in Ohio or elsewhere, except as permitted by Rule 5.4 of the Ohio Rules

of Professional Conduct. An attorney shall not participate in a legal professional association,

corporation, legal clinic, limited liability company, or limited liability partnership in which a

member, partner, or other equity holder is a person not authorized to practice law in Ohio or

elsewhere, except as permitted by Rule 5.4 of the Ohio Rules of Professional Conduct.

(C) An attorney shall not use a legal professional association, corporation, legal clinic,

limited liability company, or limited liability partnership to attempt to limit liability for his or her

personal malpractice in violation of Rule 1.8 of the Ohio Rules of Professional Conduct.

(D) A legal professional association, corporation, legal clinic, limited liability

company, or limited liability partnership in which an attorney is an officer, director, agent,

employee, manager, member, partner, or equity holder shall be considered the attorney’s firm for

purposes of the Ohio Rules of Professional Conduct and these rules.

Section 4. Financial Responsibility

(A) A legal professional association, corporation, legal clinic, 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 fi rm arising from acts or

omissions in the rendering of legal services by an officer, director, agent, employee, manager,

member, partner, or equity holder.

(1) “Adequate professional liability insurance” means one or more policies of

attorneys’ professional liability insurance that insure the legal professional association,

corporation, legal clinic, limited liability company, or limited liability partnership both:

(a) In an amount for each claim, in excess of any deductible, of at least fifty thousand

dollars multiplied by the number of attorneys practicing with the firm; and

(b) An amount of one hundred thousand dollars for all claims during the policy year,

multiplied by the number of attorneys practicing with the firm. No firm shall be required to carry

insurance of more than five million dollars per claim, in excess of any ded uctible, or more than

ten million dollars for all claims during the policy year, in excess of any deductible.

(2) “Other form of adequate financial responsibility” means funds, in an amount not

less than the amount of professional liability insurance applicable to a firm under Section 4(A)(1)

of this rule for all claims during the policy year, available to satisfy any liability of the firm arising

from acts or omissions in the rendering of legal services by an officer, director, agent, employee,

manager, member, partner, or equity holder. The funds shall be available in the form of a deposit

in trust of cash, bank cer tificate of deposit, or United States Treasury obligation, a bank letter of

credit, or a surety bond.

(B) Each member, partner, or other equity holder of a legal professional association,

corporation, legal clinic, limited liability company, or limited liability partnership shall be jointly

and severally liable for any liability of the firm based upon a claim arising from acts or omissions

in the rendering of legal services while he or she was a member, partner, or equity holder, in an

amount not to exceed the aggregate of both of the following:

(1) The per claim amount of professional liability insurance applicable to the firm

under this rule, but only to the extent that the firm fails to have the professional liability insurance

or other form of adequate financial responsibility required by this rule;

(2) The deductible amount of the professional liability insurance applicable to the

claim.

The joint and several liability of the member, partner, or other equity holder shall be reduced

to the extent that the liability of the firm has been satisfied by the assets of the firm.

(C) Each officer, director, agent, employee, manager, member, partner or equity holder

of a legal professional association, corporation, legal clinic, limited liability company, or limited

liability partnership shall be liable for his or her own acts or omissions as provided by law, without

prejudice to any contractual or other right that the person may be entitled to assert against a firm,

an insurance carrier, or other third party.