Thursday, November 10, 2011

An LLC Must be Represented by a Lawyer

An LLC Must be Represented by a Lawyer
       An LLC cannot appear pro se; rather, it must be represented by counsel.  The Kentucky Court of Appeals has held that where one of the members, on the LLC’s behalf, filed an action, he was engaged in the unauthorized practice of law. Bobbett v. Russellville Mobile Park, LLC, No. 2007-CA-000684-DG (Sept. 12, 2008; modified October 17, 2008).

      Stating the rule to be that “a lay-person may not represent a separate legal entity such as a corporation,” (citing Eagle Assoc., 926 F.2d at 1380 and Shapiro Barnstein & Co. v. Cont’l Record Co., 386 F.2d 426, 427 (2nd Cir. 2967)) the Lattanzio LLC v. Comta, 481 F.3d 137 (2nd Cir. 2007) Court explained how this rule has been applied in a number of contexts including the single-member LLC: 
[The lay individual] chose to accept the advantages of incorporation and must now bear the burdens of that incorporation; thus, he must have an attorney present the corporation’s legal claims.  Similarly, a sole member of a limited liability company must bear the burdens that accompany the benefits of the corporate form and may appear in federal court only through a licensed attorney. (citation omitted). 
Further decisions on this point include:  Collier v. Cobalt LLC, 2002 WL 726640 (E.D. La. 2002); U.S. v. Hagerman, 545 F.3d 579, 581-82 (7th Cir. 2008); In re Shattuck, 411 B.R. 378, (CA-10 B.A.P. 2009) (pleadings filed by the non-lawyer receiver of an LLC were stricken); Kipp v. Royal & Son Alliance Pers. Ins. Co., 209 F. Supp.2d 962 (D.C. Wisc. 2002) (complaint filed on behalf of LLC by non-attorney dismissed); Valentine L.L.C. v. Flexible Business Solutions, L.L.C., 2000 WL 960901 (Conn. Super. June 22, 2000) (holding that an LLC cannot appear pro se, seeing no reason to distinguish an LLC from a corporation or partnership, neither of which may appear pro se); Banco Popular North America v. Austin Bagel Company, L.L.C., No. 99 CIV. 11252 SAS, 2000 WL 669644 (S.D.N.Y. May 23, 2000) (default judgment entered against LLC which attempted to appear pro se); International Association of Sheet Metal Workers Local 16 v. A.J. Mechanical, No. CIV. 99-451-FR, 199 WL 447459 (D. Or. June 16, 1999) (pleading of LLC which attempted to appear pro se struck); Poore v. Fox Hollow Enterprises, No. C.A. 93A-09-005, 1994 WL 150872 (Del. Super Ct. March 29, 1994) (holding that a Delaware LLC, like a Delaware corporation, may not appear pro se); In re IcInds Notes Acquisition, LLC, 259 B.R. 289 (Bankr. N.D. Ohio 2001) (holding that LLC may not file bankruptcy petition without being represented by counsel); Board of Education v. Franklin County Board of Revision, NOS 01AP-878, 01AP-879, 2002 WL 416953 (Ohio App. March 19, 2002) (distinguishing LLC from partnership, an aggregate of individuals, and characterizing LLC as separate legal entity like a corporation for purposes of requirement that it be represented by attorney in property tax valuation dispute, holding statute permitting LLC member to file a complaint on behalf of LLC unconstitutional insofar as it permits persons who are not attorneys or owners of property to file a complaint before a board of revision on behalf of the owner); Martinez v. Roscoe, 33 P.3d 887 (N.M. App. 2001) (holding that provisions of New Mexico LLC Act allowing authorized members to bring suit on behalf of the LLC do not permit members or managers who are not licensed attorneys to bring pro se claims on behalf of the LLC, but merely provide a mechanism for determining who may make the decision for the LLC to bring a lawsuit).

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