Licensed in LA, moving to IL, Employment Agreement is with the US sub (DE) of a foreign company (Canada), where both the sub and parent are fully remote companies with 0 physical offices. Two questions: 1) Am I required by IL or DE to apply for a limited in-house license? 2) Has anyone heard of similar situations where the atty got popped for UPL? I’m in tech transactions and would not go to court in this role or represent the company outside of contract negotiations.

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IL requires you be licensed in IL or apply as IHC, since that is where you will physically be located. The application for in house is relatively easy. You can also apply to IL based on reciprocity if you meet the requirements, and that is sufficient as well. But you have some time to submit your in house application. At least 90 (maybe even 120) days from the day you start working for the company.

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Basically, most companies large enough to have an in house legal staff are Delaware companies ( including the subs). Unless you (personally) are physically working in Delaware, you do not need a Delaware license. I strongly suspect you need one in Illinois.

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Check the state rules to be sure, or email/call the attorney ethics line with your question but I believe IL requires in house attorneys to be admitted to the IL bar (a friend of mine had to get licensed there to take an in house gig) and in DE in house counsel have to apply for a certificate (I don’t think they need full admission in DE as long as their licensed in another US jurisdiction but that could have changed).

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I’m PA licensed and work out of our DE office. My company has no PA presence though I WFH probably 80%. I had to get the DE certificate.

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I've worked inhouse at a few major F50 companies. Inhouse counsel got a limited inhouse cert where they were practicing law if they weren't already admitted. In this case, that would be Illinois for you. I never came across someone that got a DE inhouse license even though both F50s that I worked at were DE corps. No one really did any DE work either other than the corporate secretaries (some were lawyers), and I am not sure what inhouse licensing they had.

But calling the state bar would be a good way to find out if or when you need to register as inhouse.

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Thanks all, really helpful responses all around. This was my first post, and I am relatively new here. Very much enjoying this group, and thankful for how forthcoming and genuinely helpful the responses seem to be in this bowl. Have a great weekend!

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F

Absolutely, and I think both of these are correct. What I’m struggling with is both state rules seem to imply that the atty is working for a company in that jurisdiction. To me, the rules seem unclear if the tie is my physical presence in a state (would point to IL) or the company’s presence in a state (would point to DE). I do think the risk is stupid low that any state would actually discipline for UPL as I wouldn’t be advertising svcs in either state and the rules for the fully-remote based atty are less than clear.

It's def not Delaware. Usually you look to where you are physically located and where those you are advising are located.

I'd get licensed where you physically are.

If in-house doesn't seem to apply, get fully licensed.

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