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). â¶Ä¯â¶Ä¯&²Ô²ú²õ±è;

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 . 

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 () 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.