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Senate Commerce committee hears bill to allow temporary 'assistant manager' role for solo professional LLCs
Summary
A bill presented to the Senate Commerce Committee would let solo-member professional limited liability companies name an assistant manager to exercise corporate—but not professional—powers for up to one year if the sole licensed professional becomes incapacitated, dies or is otherwise disqualified.
At a Senate Commerce Committee hearing, Rep. Eric Turer, R-Brentwood, presented House Bill 98 to allow a narrowly defined ‘assistant manager’ role inside single-member professional limited liability companies (PLLCs).
The bill is aimed at solo professional practices—examples cited by Turer included long-running veterinarian practices—where the single licensed professional is also the corporate member. Under current law, if that person dies, becomes incapacitated or loses licensing status, the PLLC may have no eligible person to act in corporate capacities, leaving dissolution as the only readily available option. “This bill will look awful familiar,” Turer said, noting that a near-identical bill (House Bill 1082) reached the committee last year and was held for interim study before being refiled.
Why it matters: supporters say the change preserves the business value of small professional practices and gives families time to hire a new professional, sell the practice or convert the business structure without forcing an immediate dissolution. Turer told the committee the measure affects “section 304‑D,” the statute that governs professional limited liability companies, and applies only to solo‑member PLLCs.
What the bill would do: HB 98 would permit an assistant manager—defined in the draft as someone who normally has no right to exercise the qualifying professional’s powers—to operate the corporation for a limited period (one year) if the sole qualified professional becomes disqualified, incapacitated or dies. Turer emphasized the limitation: the assistant manager could act in a corporate capacity but could not provide professional services. That restriction was added in an amendment intended to prevent the assistant from practicing in place of the licensed professional.
Background and legislative history: Turer said the bill passed the House on a voice vote and that the state bar association reviewed the earlier draft and raised no remaining objections; the measure previously passed unanimously out of the House Judiciary Committee before being deferred last session for bar input.
Public comment and next steps: the committee heard no public testimony on HB 98 at the hearing and closed the matter for that day. No committee vote or formal action was recorded in the hearing transcript.
Ending note: proponents framed the proposal as a narrowly tailored, temporary corporate fix to let small professional firms transfer ownership or convert structure without immediate forced dissolution when the single licensed owner cannot serve.
