Merger of a sole principal practice and a partnership practice

Scenario

FGX & Co., a sole principal practice (Principal Mr HZ) and QRS Solicitors LLP (Partners, Ms GL & Mr SS) have decided to merge their firms. Mr HZ will join the merged firm as a partner which will operate under the style & title HZQR LLP.     

Note, all matters relating to the agreement between the parties for the merger is a matter of contract between them.  

 Both firms contact the Law Society (firms@lawsociety.ie) and advise the Law Society of their plans. The Law Society responds to both parties with its requirements.  

Requirements

To achieve the desired outcomes, the sole principal practice FGX & Co. must cease following the merger. Since QRS Solicitors LLP is already a partnership firm, Mr HZ joining the firm as a partner will not trigger a firm change of structure.   

Cessation requirements – to be confirmed/completed by the principal of FGX & CO (Mr HZ) 

1. Confirm the date of the merger. This will be the date directly after the cessation date of FGX & Co (e.g. FGX & Co. ceases on 30 June, and the merged firm HZQR Solicitors LLP commences on 1 July). 
2. Confirm that all files (including closed files) from your sole principal practice are transferring to HZQR Solicitors LLP. 
3. Confirm that all client monies from your sole principal practice are transferring to HZQR Solicitors LLP. 
4. Confirm that the merged firm HZQR Solicitors LLP is a succeeding practice to your sole principal practice. Note, under the succeeding practice rules, a succeeding practice is one that is conducted by a partnership in which the sole practitioner conducting the preceding practice is a partner and where no other person has been held out as a successor to the preceding practice  
5. File a closing accountant’s report to the date your existing sole principal practice last received, held, controlled or paid clients’ monies (i.e. the date of cessation). This report should be filed with the Law Society within three months following the date of cessation. All queries relating to this, or other financial matters should be directed to the Law Society’s Financial Regulation section (financialregulation@lawsociety.ie). 

Requirements for HZQR Solicitors LLP to be confirmed/completed by one of the partners of the firm (Mr HZ, Ms GL or Mr SS)

1. Confirm the date of the merger. 
2. Confirm that all files (including closed files) from FGX & Co. transferred to the merged firm HZQR Solicitors LLP. 
3. Confirm that all client monies from FGX & Co. transferred to the merged firm HZQR Solicitors LLP.
4. Confirm that HZQR Solicitors LLP is the succeeding practice to the firm FGX & Co and provide confirmation from your PII broker/provider that they are aware of this, and cover is being provided on this basis.  
5. Provide up-to-date email addresses for all solicitors with the merged firm. 
6. Forward a copy of your headed notepaper and ensure it is in accordance with the provisions of I. No. 178/1996 – Solicitors (Practice, Conduct and Discipline) Regulations 1996. 

Once in receipt of the required confirmations and documentation, the Law Society will proceed to cease the sole principal practice FGX & Co. The existing firm number will become a legacy firm number. The existing firm number for HZQR Solicitors LLP will remain unchanged although the firm name has changed. The firm HZQR Solicitors LLP will be noted on the Law Society’s records as the succeeding practice to FGX & Co.  

Note

The partners of the merged firm HZQR Solicitors LLP have a responsibility to contact the Legal Services Regulatory Authority (www.lsra.ie) and advise them that the authorised firm is ceasing or that there has been a change to the composition of the partnership and that the firm is operating under a new name.  

Merger of two partnership firms and a change in the firm's partners

Scenario

XYZ LLP (Partners, Mr GL, Mr SS and Ms JA) and RPT & Partners LLP (Partners, Mr RD, Mr PN and Mr HZ) have decided to merge their firms and create a new partnership firm operating under the style & title LSDE Solicitors. The new partners in the firm will be Mr GL, Mr SS, Ms JA and Mr RD. Mr PN is retiring from practice, and Mr HZ is stepping aside as a partner to become a consultant solicitor with the merged firm.     

Note, all matters relating to the agreement between the parties for the merger is a matter of contract between them.    

Both firms contact the Law Society (firms@lawsociety.ie) and advise the Law Society of their plans. The Law Society responds to both parties with its requirements.    

Requirements

To achieve the desired outcomes, one of the partnership firms (e.g. XYZ LLP) will cease following the merger. The other partnership firm (i.e. RPT & Partners LLP) should ensure that Mr PN and Mr HZ (existing partners) do not retire or take up the role of consultant solicitor until after the merger. If they do not wait to do this, then the firm RPT & Partners LLP becomes a sole principal practice and will need to undergo a firm change of structure. To avoid this, they should only retire from the firm after the merger when Mr GL, Mr SS and Ms JA have joined as partners.    

Cessation requirements – to be confirmed/completed by one of the partners of XYZ LLP. (Mr GL, MR SS and Ms JA)    

1. Confirm the date of the merger. This will be the date directly after the cessation date of XYZ LLP (e.g. XYZ LLP ceases on 30 June, and the merged firm LSDE Solicitors commences on 1 July).   
2. Confirm that all files (including closed files) from your partnership practice are transferring to the newly merged firm LSDE.  
3. Confirm that all client monies from your sole principal practice are transferring to the merged firm LSDE Solicitors.   
4. Confirm that the merged firm LSDE Solicitors is a succeeding practice to your practice. Note, under the succeeding practice rules, a succeeding practice is one that is conducted by a partnership where two or more of the principals are identical to those persons who were principals of any partnership that conducted the preceding practice.   
5. File a closing accountant’s report to the date your existing partnership practice last received, held, controlled or paid clients’ monies (i.e. the date of cessation). This report should be filed with the Law Society within three months following the date of cessation. All queries relating to this or other financial matters should be directed to the Law Society’s Financial Regulation section (financialregulation@lawsociety.ie).    

Commencement requirements for LSDE Solicitors to be confirmed/completed by one of the partners of the firm (Mr GL, Mr SS and Ms JA)  

1. Confirm the date of the merger. 
2. Confirm that all files (including closed files) from XYZ LLP transferred to the merged firm LSDE Solicitors.  
3. Confirm that all client monies from XYZ LLP transferred to the merged firm LSDE Solicitors.  
4. Confirm that LSDE Solicitors is the succeeding practice to the firm XYZ LLP and provide confirmation from your PII broker/provider that they are aware of this, and cover is being provided on this basis.   
5. Provide up-to-date email addresses for all solicitors with the merged firm.   
6. Forward a copy of your headed notepaper and ensure it is in accordance with the provisions of I. No. 178/1996 – Solicitors (Practice, Conduct and Discipline) Regulations 1996. 

Once in receipt of the required confirmations and documentation, the Law Society will proceed to cease the partnership practice XYZ LLP. The name of the merged firm will be changed to LSDE Solicitors although the firm number of the firm will remain the same as the firm number for the original partnership firm RPT & Partners LLP. The Law Society’s records will be updated to reflect the partners of the firm as Mr. GL, Mr. SS and Mr RD. Mr PN will be marked as non-practicing and Mr HZ will be reflected as being a consultant solicitor with the firm. The merged firm LSDE Solicitors will be noted on the Law Society’s records as the succeeding practice to RPT & Partners LLP.   

Note

The partners of the merged firm LSDE Solicitors have a responsibility to contact the Legal Services Regulatory Authority (www.lsra.ie) and advise them that the authorised firm is ceasing or that there has been a change to the composition of the partnership and that the firm is operating under a new name.  

Acquisition of sole principal practice, retirement and succeeding practice

Scenario

FGX & Co (Principal Mr. HY) is acquiring TUV Solicitors (Principal Ms MP) and Ms MP is retiring from practice.    

Note, all matters relating to the agreement between the parties for the merger is a matter of contract between them.    

Both firms contact the Law Society (firms@lawsociety.ie) and advise the Law Society of their plans. The Law Society responds to both parties with its requirements.    

Requirements

To achieve the desired outcomes, the sole principal practice TUV Solicitors must cease following its acquisition by FGX & Co.      

Cessation requirements – to be confirmed/completed by the principal of TUV Solicitors (Ms MP)   

1. Confirm the date of the firm’s acquisition. This is the cessation date of the firm.   
2. Confirm that all files (including closed files) from your sole principal practice are transferring to the acquiring firm FGX & Co.  
3. Confirm that all client monies from your sole principal practice are transferring to the acquiring firm FGX & Co.  
4. Confirm that the acquiring firm FGX & Co. is a succeeding practice to your sole principal practice. Note, under the succeeding practice rules, a succeeding practice is one that is held out as being a successor to the practice or part thereof of the preceding practice by whatever means such holding out occurs. In this case, the firm FGX & Co intends to include on its website and letterhead the statement “Incorporating the firm TUV Solicitors”.   
5. File a closing accountant’s report to the date your existing sole principal practice last received, held, controlled or paid clients’ monies (i.e. the date of cessation). This report should be filed with the Law Society within three months following the date of cessation. All queries relating to this or other financial matters should be directed to the Law Society’s Financial Regulation section (financialregulation@lawsociety.ie).    

Commencement requirements for FGX & Co. - to be confirmed/completed by the firm’s principal (Mr HY)  

1. Confirm the date of the acquisition of TUV Solicitors.   
2. Confirm that all files (including closed files) from TUV Solicitors transferred to the firm FGX & Co.  
3. Confirm that all client monies from TUV Solicitors transferred to the firm FGX & Co.  
4. Confirm that FGX & Co. is the succeeding practice to the firm TUV Solicitors and provide confirmation from your PII broker/provider that they are aware of this, and cover is being provided on this basis.   
5. Forward a copy of your headed notepaper and ensure it is in accordance with the provisions of I. No. 178/1996 – Solicitors (Practice, Conduct and Discipline) Regulations 1996.   

Once in receipt of the required confirmations and documentation, the Law Society will proceed to cease the sole principal practice TUV Solicitors and mark Ms MP as non-practicing on the Law Society’s records. The existing firm number of FGX & Co. will remain unchanged, and the firm will be noted on the Law Society’s records as being the succeeding practice to TUV Solicitors.  

Acquisition of sole principal practice, retirement and no succeeding practice

Scenario

FGX & Co. (Principal Mr HY) is acquiring TUV Solicitors (Principal Ms MP), and Ms MP is retiring from practice.    

Note, all matters relating to the agreement between the parties for the merger is a matter of contract between them.    

Both firms contact the Law Society (firms@lawsociety.ie) and advise the Law Society of their plans. The Law Society responds to both parties with its requirements.    

Requirements

To achieve the desired outcomes, the sole principal practice TUV Solicitors must cease following its acquisition by FGX & Co.     

Cessation requirements – to be confirmed/completed by the principal of TUV Solicitors (Ms MP)

1. Confirm the date of the firm’s acquisition. This is the cessation date of the firm.   
2. Confirm that all files (including closed files) from your sole principal practice are transferring to the acquiring firm FGX & Co.   
3. Confirm that all client monies from your sole principal practice are transferring to the acquiring firm FGX & Co.   
4. Confirm that the acquiring firm FGX & Co. is not a succeeding practice to your sole principal practice. Note, under the succeeding practice rules, a succeeding practice is one that is held out as being a successor to the practice or part thereof of the preceding practice by whatever means such holding out occurs. In this case, the firm FGX & Co. should ensure that it does not hold itself out as a succeeding practice to TUV Solicitors.
   As there is no succeeding practice, TUV Solicitors must enter the Run-Off Fund, as provided for by S.I. No. 429/2020 Solicitors Professional Indemnity Insurance Regulations 2020 and confirm to the Law Society that they have done so.
   The Run-off Fund is contactable at DWF Claims (Ireland) Ltd, The Lennox, 50 Richmond Street South, Saint Kevin's, Dublin 2, D02 FK02, (telephone: 01 790 9400 and email: SPF@dwfclaims.com).  A ceasing solicitor is required to notify the Run-off Fund of his/her intention to cease to practice no later than 60 days before his/her cessation (see appendix 5 in the Run-off Fund Guidelines).     
5. File a closing accountant’s report to the date your existing sole principal practice last received, held, controlled or paid clients’ monies (i.e. the date of cessation). This report should be filed with the Law Society within three months following the date of cessation. All queries relating to this or other financial matters should be directed to the Law Society’s Financial Regulation section (financialregulation@lawsociety.ie).    

Commencement requirements for FGX & Co. to be confirmed/completed by the firm’s principal (Mr HY)

1. Confirm the date of the acquisition of TUV Solicitors.   
2. Confirm that all files (including closed files) from TUV Solicitors transferred to the firm FGX & Co.   
3. Confirm that all client monies from TUV Solicitors transferred to the firm FGX & Co.  
4. Confirm that FGX & Co. is not a succeeding practice to the firm TUV Solicitors.   
5. Forward a copy of your headed notepaper and ensure it is in accordance with the provisions of I. No. 178/1996 – Solicitors (Practice, Conduct and Discipline) Regulations 1996.   

Once in receipt of the required confirmations and documentation, the Law Society will proceed to cease the sole principal practice TUV Solicitors and mark Ms MP as non-practicing on the Law Society’s records. The existing firm number of FGX & Co. will remain unchanged.