Yes. Lawyers in most states can sell a law practice, under rules based on American Bar Association Model Rule 1.17. In general, the seller stops practicing, either entirely or in the area of practice being sold, in the place where the practice operated. The whole practice, or the whole area of practice, is sold to one or more lawyers or law firms, and each client receives written notice before their matter moves. States adopt their own versions, so the rule where you practice is the one that counts.
GrowthHook is the Hook Alliance division focused on M&A, business growth and ownership transitions, including law firms. We start confidential conversations with owners thinking about what comes next, and bring in the licensed professionals each step requires.
What does Model Rule 1.17 require?
ABA Model Rule 1.17 permits the sale of a law practice, including goodwill, when these conditions are met:
| Condition | What it means in practice |
|---|---|
| The seller stops practicing | The seller ceases to engage in the private practice of law, or in the area of practice sold, in the geographic area or jurisdiction where the practice was conducted |
| The whole practice is sold | The entire practice, or the entire area of practice, is sold to one or more lawyers or law firms |
| Clients receive written notice | Each client is told of the proposed sale, of their right to keep other counsel or take their file, and that consent will be presumed if they do not act or object within 90 days |
| Client fees do not go up | The fees charged to clients may not be increased because of the sale |
| If a client cannot be notified | The matter can move to the buyer only with a court order |
States adopt their own versions of the Model Rules, and some differ from the model on points such as notice periods. Check the rule in your state with your own ethics counsel.
Who can buy a law practice?
Under the Model Rule, the buyer is a lawyer or a law firm. The ABA Model Rules also generally prohibit non-lawyers from owning an interest in a law firm or sharing legal fees, although a small number of jurisdictions have adopted exceptions. In most states, the realistic buyers are other lawyers and firms: a firm adding a practice area, a firm expanding into your market, or a lawyer looking to own a practice.
What do buyers usually look at?
- The practice areas and the kinds of matters you handle.
- Client relationships, and how many depend on you personally.
- Open matters, and how they will be handled through the transition.
- Staff, especially those who know your clients and files.
- Referral sources and how clients find you.
- Your role after the sale, within what your state's rule allows.
How should you prepare?
- Read your state's rule with your own ethics counsel before any conversation turns specific.
- Decide what you want: a full sale, the sale of one practice area, or a combination with another firm.
- Organize your files and client records so a buyer can understand the practice.
- Plan the client notices with your counsel, in the form your state requires.
- Think about your staff and how they fit with a buyer.
- Keep it confidential until you are ready to tell clients and staff.
How does Hook Alliance help?
Hook Alliance acts as an advisor, opportunity originator and strategic connector. We help you start the conversation, think through timing, goals and fit, and introduce potential buyers or merger partners with your approval. We do not give legal advice or draft transaction documents. Your own attorney and ethics counsel handle the rules, the client notices and the agreement, and qualified valuation professionals handle any formal valuation.
If a full sale is not the right path, joining a larger firm or bringing in a successor over time may be. We cover those options in should a small law firm join a larger firm or sell.
Frequently asked questions
Can I sell only one area of my practice?
The Model Rule allows the sale of an entire area of practice, with the seller stopping that area of practice in the relevant jurisdiction. Check your state's version.
Do my clients have to agree?
Under the Model Rule, clients receive written notice and can choose other counsel or take their files. Consent is presumed if a client does not act or object within 90 days of receiving the notice. Your state may differ.
Can a non-lawyer buy my firm?
In most states, no. The Model Rules generally prohibit non-lawyer ownership of law firms, with limited exceptions in a few jurisdictions.
Is my conversation with Hook Alliance confidential?
Yes. Nothing about you or your firm is shared without your permission.
Hook Alliance is not a registered broker-dealer, investment banker, law firm or licensed financial advisor, and does not give legal advice. This article is general information, not legal advice. Consult your own attorney and your state's rules of professional conduct.
Thinking about what comes next for your practice? Request a confidential conversation.