Transition: the long goodbye, Part 2

Edward Poll, The Daily Record Newswire

In my last column, I touched on the ethical considerations of a long goodbye. This column will continue an examination of an extended farewell, but in terms of business considerations.

In other words, transitioning out of a law practice will never be quick and easy, because you'll have a number of business matters that need your attention.

Planning is just as important in the end stage as it was when you were just beginning your practice. Develop an action plan and timetable for how to manage the practice's sale.

- Finances

Inventory all assets and liabilities, including work in progress and possible contingent liabilities. Focus special attention on collecting accounts receivable, and preparing and sending bills for all work performed to date.

For outstanding accounts receivable from solvent clients, review your sale agreement to determine how to handle these. If current accounts receivable are your responsibility, consider engaging a collection agency, or, if necessary, filing a collection lawsuit (keeping in mind, of course, that it may affect future work for the purchasing attorney).

Depending on the sale agreement's provision for payment or assumption of debt, pay or negotiate reduction of outstanding debt with all creditors. Terminate, arrange for reduced payment, or arrange for ongoing payment with creditors, as appropriate.

Determine any bank obligations and deal with them by either honoring them in accordance with the loan agreement or obtaining a payment extension until a transfer plan is fully developed.

- Taxes

Determine tax-filing requirements for both federal and state tax returns, as well as the appropriateness of maintaining your business entity status for liability or tax-filing purposes.

If dissolution is selected, complete tax-filing requirements, including, for example, specific filings with the Secretary of State's Office.

- Notifications

Be aware of state statutes that require public notice of intent to transfer the business.

In addition, you must notify a variety of service providers and vendors with which you do business.

For example, notify utilities, phone companies and Internet service providers, and specify dates on which services should be disconnected (or transferred). You also need to notify vendors and suppliers such as West, LexisNexis and others of your intent to terminate the ongoing relationship.

Finally, you should file mail-forwarding instructions with the post office and arrange with the purchasing attorney for personal mail to be forwarded to you.

- Office space, furniture, etc.

If the purchasing attorney plans to move the practice to existing premises, create a detailed plan for the move-out, including cleaning up the space and inspecting the old space with the landlord, as well as obtaining a formal written release from all obligations connected with the space.

Arrange to have office space and storage space leases terminated on a date appropriate to the timetable to be implemented under the sale agreement.

Sell, donate or plan to move personal property such as furniture, library materials and the like that will not be transferred to the purchaser.

For all property to be moved, solicit bids and negotiate pricing and specifics with a moving company.

- Insurance

Review all insurance policies, including malpractice, general liability, disability and life insurance policies. Contact the insurance broker if a claim is to be made.

Assign or terminate all insurance policies as may be appropriate. Talk to a carrier about an errors and omissions "tail" policy, or discuss continued coverage.

- Bar status

Finally, if you do not plan to continue practicing, consider filing for "inactive" status with the bar.


Edward Poll is the principal of LawBiz Management. He coaches lawyers and is the creator of "Life After Law," a program that helps attorneys plan for profitable exits. He can be contacted at

Published: Thu, Apr 02, 2015