Selling or buying a law practice in Florida or Illinois
Overview
Selling or buying a law practice is a business transaction with an ethics rule built into it. In Florida, Rule 4-1.17 of the Rules Regulating The Florida Bar sets conditions on what can be sold, how clients are told, and when the sale can close. Illinois has its own version, RPC 1.17. I handle the deal from the first conversation through closing for sellers and buyers, with the client-notice and confidentiality steps built into the timeline.
What I handle
- Letters of intent and confidentiality agreements for the first conversations
- Purchase agreements for an entire practice or, in Florida, an entire area of practice
- Client notice letters under Florida Rule 4-1.17 and Illinois RPC 1.17
- Court filings to substitute counsel in pending cases
- Transition terms: staff, office lease, files, phone numbers and the seller’s role after closing
- Fee-division terms for matters that begin after the sale (Florida Rule 4-1.5)
- Succession planning and mergers between firms
Common pitfalls I plan around
- Sharing client files with a buyer before clients have been given notice and a chance to consent
- Trying to sell only the profitable matters: Florida requires the entire practice or the entire area of practice
- Raising client fees after the sale: Florida and Illinois both prohibit increases because of the sale
- Closing before Florida’s 30-day notice period has run or before court orders are in place for pending cases
Florida and Illinois side by side
| Florida, Rule 4-1.17 | Illinois, RPC 1.17 | |
|---|---|---|
| What can be sold | The entire practice, or the entire area of practice, to lawyers or firms authorized to practice in Florida (4-1.17(a)) | The entire practice, to one or more lawyers or law firms (1.17(b)) |
| Seller stops practicing? | Not a condition of the rule | Yes: the seller ceases private practice in the geographic area where the practice was conducted (1.17(a)) |
| Client notice | Written, by certified mail, return receipt requested (4-1.17(b)) | Written notice to each client (1.17(c)) |
| Response period | 30 days after service | 90 days of receipt |
| Clients who cannot be reached | Pending litigation: court order required. Other matters: left out of the sale (4-1.17(e)) | Representation transfers only on a court order (1.17(c)) |
| Fees | Fee agreements honored; no increase because of the sale (4-1.17(f)) | No increase because of the sale (1.17(d)); existing fee arrangements honored (Comment [10]) |
Rules cited are the Rules Regulating The Florida Bar and the Illinois Rules of Professional Conduct as of October 2026. How the Illinois rule differs, in detail.
Merger or sale?
Two firms combining and one lawyer selling a practice can look alike from the outside.
Is a merger a sale under Rule 4-1.17? Florida’s sale rule covers the sale or purchase of a law practice or an area of practice, including goodwill, and requires written notice to each client by certified mail with 30 days to object (Rule 4-1.17(b), Rules Regulating The Florida Bar). The rule’s comment says a bona fide admission to, withdrawal from or retirement from a law partnership or professional association is not a sale, and a true merger, where the lawyers of both firms keep practicing together, generally fits that description. No Florida rule, ethics opinion or court decision addresses mergers directly, and Florida’s rule does not require a seller to stop practicing, so a combination that pays one firm’s owners for their practice or goodwill may be treated as a sale; in that case following the Rule 4-1.17 notice procedure is the careful course. In any merger, clients should be told about the change, and conflicts must be checked across both firms (Rule 4-1.6(c)(6) allows the limited disclosure needed to do that).
The other professional rules still apply: preliminary merger talks can proceed without disclosing a specific client’s information (Rule 4-1.6(c)(6)), and each firm’s current and former clients are checked against the other’s for conflicts before the firms combine (Rules 4-1.7 and 4-1.10(a)).
Frequently asked questions
Can a lawyer sell a law practice in Florida?
Yes. Rule 4-1.17 allows a lawyer or law firm to sell or buy a law practice, or an area of practice, including goodwill, if the rule’s conditions are met.
Do I have to sell the whole practice?
In Florida, the entire practice or the entire area of practice must be sold. In Illinois, RPC 1.17 requires the entire practice to be sold.
How are clients told about the sale?
In Florida, each client receives written notice by certified mail, return receipt requested: the proposed sale, the right to retain other counsel, and that consent to the new lawyer is presumed if the client does not object within 30 days. In Illinois, clients have 90 days to respond to written notice.
What if a client objects?
The client keeps the right to choose another lawyer. In Florida, the seller then follows the withdrawal rule, Rule 4-1.16(d).
What happens to pending cases?
In Florida, counsel in pending litigation cannot be substituted without the court’s authorization. The seller may share information with the court in camera only as needed to obtain the order.
Can the buyer see client files before the sale?
Negotiations can begin without disclosing information about a specific client. Access to files requires client consent or court authorization.
Can the buyer raise fees after the sale?
Not because of the sale. In Florida, the buyer must honor existing fee agreements, and fees may not be increased because of the sale (Rule 4-1.17(f)). 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]).
Do I have to stop practicing after I sell?
In Illinois, the seller must stop practicing privately in the geographic area where the practice was conducted. Florida’s rule does not make that a condition of the sale.
Is merging two firms the same as selling a practice?
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.
How long does a sale take?
It depends on the size of the practice and how quickly every client can be reached. In Florida, the notice period alone runs 30 days after the client is served, and pending cases need court orders.
What does it cost?
Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.
How a law practice sale works
Planning
Deciding what is being sold, the whole practice or (in Florida) an area of practice, reviewing files, trust accounting and staff, and screening buyers. Confidential discussions can start without disclosing client information.
Letter of intent
Price, payment terms, what transfers (goodwill, files, lease, staff, phone numbers) and the seller’s role during the transition.
Due diligence
Conflicts checks against the buyer’s clients, file and trust-account review within the confidentiality limits, and the seller’s professional liability coverage.
Agreement and client notice
The purchase agreement, then written notice to every client. In Florida the notice goes by certified mail, return receipt requested, with a 30-day period to respond; in Illinois clients have 90 days.
Closing
In Florida, the sale closes after the 30 days have run (or every served client has consented) and court orders are in place for pending cases that need them.
Transition
Files and client funds move, existing fee agreements are honored, and the seller supports the handover as agreed.