Business Services

Selling Your Law Practice in Florida or Illinois: What the Rules Require

October 24, 2026

Reviewed by Erik Newton, Esq., on October 18, 2026.

Florida and Illinois both allow a lawyer to sell a law practice, including its goodwill. Each state’s rule also sets the conditions: Rule 4-1.17 of the Rules Regulating The Florida Bar, and Rule 1.17 of the Illinois Rules of Professional Conduct. A sale that skips one of them puts the seller and the buyer on the wrong side of the rules, so the steps below are worth planning before the first conversation with a buyer.

The comment to the Florida rule puts it this way: the practice of law is a profession, not merely a business, and clients are not commodities. What the rule protects is the clients’ right to choose their lawyer. Every condition follows from that.

Florida, step 1: Decide what you are selling

The entire practice, or the entire area of practice, must be sold to one or more lawyers or law firms authorized to practice law in Florida (Rule 4-1.17(a)). A seller cannot keep the matters that pay well and sell the rest. The comment explains why: the requirement protects clients whose matters are less lucrative and who might find it hard to find other counsel.

The requirement is met if the seller in good faith makes the entire practice, or area of practice, available to the buyer. It is not violated because some clients choose to go elsewhere, or because a buyer cannot take a particular matter because of a conflict of interest.

Florida, step 2: Talk to buyers without disclosing client confidences

Negotiations can begin before any information about a specific client is shared. The comment treats these discussions like preliminary merger talks, which do not ordinarily require client consent (see Rule 4-1.6(c)(6)). Giving a prospective buyer access to detailed information about a representation, such as the file, is different: it requires client consent or court authorization.

In practice, early diligence works from information that does not identify clients, and client files open up only after the notice and consent steps below.

Florida, step 3: Serve the client notice

Written notice goes to each of the seller’s clients by certified mail, return receipt requested (Rule 4-1.17(b)). It must cover:

the proposed sale;
the client’s right to retain other counsel; and
the fact that the client’s consent to the substitution of counsel will be presumed if the client does not object within 30 days after being served.

The comment adds that the notice should identify the buyer. If a client served with notice says nothing within 30 days, consent is presumed.

Florida, step 4: Handle pending litigation through the court

If a representation involves pending litigation, counsel cannot be substituted, and the representation cannot end, unless the court authorizes it (Rule 4-1.17(c)). The seller may disclose information to the court in camera, but only as much as is needed to obtain the order.

Florida, step 5: Respect a client’s objection

A client who objects keeps the right to choose another lawyer. The rule treats the seller as withdrawing from that client’s representation, so the withdrawal requirements of Rule 4-1.16(d) apply (Rule 4-1.17(d)).

Florida, step 6: Plan for clients you cannot reach

Some clients cannot be served. For those with pending litigation, the court must authorize the substitution before their matters can be included in the sale. Their other matters, the ones not in litigation, may not be included in the sale at all. The sale can still close without them (Rule 4-1.17(e)(2) and comment).

Florida, step 7: Close only when the rule allows

The sale may not close until the 30-day period has run for every client who was served, or all of them have consented, and until court orders are in place for unserved clients with pending litigation (Rule 4-1.17(e)). If a court declines to approve a substitution, that matter stays out of the sale and the rest of the sale is unaffected.

Florida, step 8: Fees stay where they are

The buyer must honor the fee agreements the seller made with clients, and fees may not be increased because of the sale (Rule 4-1.17(f)). The comment adds that the sale may not be financed by fee increases, and that this obligation is a factor the parties can take into account in the price.

If the deal divides fees between buyer and seller from matters that begin after the sale, the fee-division provisions of Rule 4-1.5 apply to those fees. They do not apply to fees from matters pending at the time of the sale.

What else applies in Florida

Both lawyers remain subject to the rules that apply whenever another lawyer joins a representation: the seller’s duty to choose a buyer competent to take over, the buyer’s duty to handle the matters competently (Rule 4-1.1), conflicts of interest (Rule 4-1.7), and confidentiality (Rules 4-1.6, 4-1.8(b) and 4-1.9(b) and (c)).

The rule also applies when the practice of a lawyer who has died, become disabled or disappeared is sold. In that case, the notice is given by someone legally authorized to act for the lawyer, such as a personal representative or guardian.

Some arrangements are not sales under the rule: joining, withdrawing from or retiring from a law partnership or professional association, retirement plans, and a sale of the practice’s tangible assets only.

Selling in Illinois: how RPC 1.17 differs

Illinois allows the sale of the entire practice, including goodwill, to one or more lawyers or law firms (RPC 1.17(b)). Three conditions differ from Florida.

Leaving practice. The seller must stop practicing privately in the geographic area where the practice was conducted (RPC 1.17(a)). The comment explains that the requirement does not prevent work for a public agency, a legal services organization serving the poor, or as in-house counsel to a business, and that a lawyer who returns to private practice after an unanticipated change, such as losing a judicial election, does not necessarily violate it. Because the condition is tied to a geographic area rather than the state, the comment advises that the agreement define that area. Florida’s rule does not make leaving practice a condition of the sale.

Notice. Each client receives written notice of the sale, of the right to retain other counsel or take the file, and that consent to the transfer of the file is presumed if the client takes no action and makes no objection within 90 days of receipt (RPC 1.17(c)). The comment adds that the notice should identify the buyer and that information beyond what the confidentiality rule allows, such as the file, cannot be shared with the buyer until the client has had notice.

Clients who cannot be reached. A client who cannot be given notice can be transferred to the buyer only on a court order, and the seller may share information with the court in camera only as needed (RPC 1.17(c)).

In Illinois, fees may not be increased because of the sale (RPC 1.17(d)), and the rule’s official comment says the buyer must honor the seller’s existing arrangements with clients on fees and the scope of the work (Comment [10]). Florida puts both points in the rule itself (Rule 4-1.17(f)). The Law Firm Purchase & Sale page sets the two rules side by side.

Planning ahead

Every practice ends. The only question is whether the lawyer chooses how. A sale, a merger and a wind-down are different paths, and each takes longer to prepare for than most owners expect.

A sale transfers the practice, including goodwill, under Rule 4-1.17 or RPC 1.17. It is the only path that pays the owner for the value of the practice itself.
A true merger is generally not a sale under Rule 4-1.17 (its comment excludes a bona fide admission to a law partnership or professional association), but no Florida authority decides the point, and a deal that pays for goodwill may need the rule’s 30-day client notice (see the merger-or-sale section of our Law Firm Purchase & Sale page).
A wind-down closes the practice: matters are completed or transferred, clients are told, and the lawyer withdraws where needed under the withdrawal rule (Florida Rule 4-1.16).

Buyers pay for a practice they can take over cleanly. That usually means organized files, current written fee agreements, clean trust accounting, documented procedures, staff who will stay through a transition, and a lease the buyer can take on. None of this happens in the month before a sale.

Florida’s and Illinois’s rules both allow the practice of a lawyer who has died or become disabled to be sold by someone authorized to act for the lawyer, such as a personal representative or guardian. A plan that names who will act, and where the files and records are, makes that possible. Florida requires every Bar member who practices law in Florida to designate another Bar member who has agreed to serve as inventory lawyer, except for practice as a government employee (Rule 1-3.8(d), Rules Regulating The Florida Bar, as of October 2026). The designated lawyer is not obligated to serve when contacted. An Illinois owner who wants to keep a few clients after selling should plan around the cessation condition before agreeing to a sale.

The earlier the plan, the more choices remain open.

Putting it on a timeline

The notice period sets the pace: 30 days after service in Florida, 90 days of receipt in Illinois, plus any court orders for clients who cannot be reached. They belong in the timeline from the start. If you are thinking about selling, start with what you are selling and how you will reach every client.

Rules cited are the Rules Regulating The Florida Bar (Rule 4-1.17, amended effective October 1, 2015) and the Illinois Rules of Professional Conduct (Rule 1.17, adopted effective January 1, 2010, comment amended effective January 1, 2016), as of October 2026.