Best Practice Tips: Partner Withdrawal from a Law Firm

Asked and Answered

By John W. Olmstead, MBA, Ph.D, CMC

Q. I am a partner in a law firm in Walnut Creek, California. There are four other partners and three associates. We are a general practice firm and our clients are primarily individual clients. I have a good relationship with the other partners. I have decided to leave the firm and join a larger firm in San Francisco. I have notified my partners in writing of my intention to leave. They are supportive of my decision, and I anticipate an amicable withdrawal. This is the first time a partner has left the firm for any reason, so we are not sure what the next step is. Please share with us any thoughts that you have.

A. It sounds like you will be fortunate enough to have an uncontested withdrawal. Leaving a partnership takes planning and foresight. If your firm has a partnership, shareholder, or operating agreement, you have a starting point. However, even if you have such an agreement, I have found that in most cases there are still a myriad of issues and details that still have to be resolved. You and your partners will still need to negotiate the terms for your withdrawal and ultimately sign a withdrawal or separation agreement. Your partners may be unhappy about certain issues or your departure, but in the end, will do the right thing either because they have to or because they want to.

While there are a lot of moving parts and details to tend to the major issues that have to be resolved when a partner withdraws from a partnership involve:

• Which clients are going with the departing partner?
• Which people are going with the departing partner?
• Release of the departing partner from the liability of the office lease.
• Release of the departing partner from the credit line and other liabilities.
• Payout to the departing partner for his or her partnership interest, uncollected receivables, and work in process.

I suggested you start by developing a project plan outlining all the tasks and sub-tasks with start dates, target completion dates, dates competed, and to whom is assigned to each of the tasks that are going to have to be accomplished. At the top of the list will be to negotiate a withdrawal or separation agreement that addresses the above issues and minimizes your risks and future liability. Here is a checklist you can use to get started:

1. Review the firm’s current partnership, operating, or shareholder agreement to ensure that you follow any and all withdrawal requirements.
2. Identify all assets and liabilities, on and off-balance sheet, and come to an agreement with your partners on the status of those assets and liabilities and any ongoing responsibility that you may have. 
3. Identify all contracts, liens, mortgages and other obligatory documents that name you personally or where you otherwise act as a personal guarantee or surety.
4. Based on the above information, negotiate withdrawal terms.
5. Have yourself removed from all obligatory documents and/or where you a personal guarantee or surety?
6. Draft a withdrawal agreement that documents everything, and have it executed properly by each of your partners.
7. If there is a long-term commitment by the firm to you to pay you money over time, or retire some form of debt, consider mechanisms to enforce those commitments, including the right to audit or security interests.
8. Make sure your name is removed from all firm formation documents, including to the Operating Agreement (for an LLC), Partnership Agreement, Shareholder Agreement or Bylaws, Corporate Register (if a C-Corp or S-Corp, Articles, and with the IRS, if your name was used as the responsible party when your FEIN was obtained.

Once you have a withdrawal agreement in place you can begin to address some of the other tasks that will have to be addressed. Review your state’s rules of professional responsibility concerning withdrawal – particularly those pertaining to client notification, conflicts of interest, etc.

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John W. Olmstead, MBA, Ph.D, CMC, (www.olmsteadassoc.com) is a past chair and member of the ISBA Standing Committee on Law Office Management and Economics and author of The Lawyers Guide to Succession Planning published by the ABA. For more information on law office management please direct questions to the ISBA listserver, which John and other committee members review, or view archived copies of The Bottom Line newsletters. Contact John at jolmstead@olmsteadassoc.com.