What are the implications of buying an existing LLC in Massachusetts?

January 17, 2008 5:48 PM

What are the implications of buying an existing LLC in Massachusetts?

I'm currently thinking of buying an existing law practice (LLC) in Massachusetts. The previous owner is a friend of mine and she wants to sell it to me.

She's going to close down all operating and IOLTA accounts before transferring it to me. She also rents an office space which I hope will be re-leased by the time I take it over in March. If not, as the new member/manger of an old LLC, am I responsible for the lease? I do not want to take over the lease since I have my own separate office space.

Am I responsible for any malpractice she might have committed while she was the member? What other things should I consider before doing this?

posted by pikaboy202 to law & government (4 comments total)

Sigh.

Lawyer lawyer lawyer lawyer; get one. Since you're thinking of buying a law practice, this should be really easy.
posted by Tomorrowful at 6:14 PM on January 17

Um, you are a lawyer, right? Find a practitioner who does this kind of work. Usually your bigger firms have such a practice. Having been through similar issues, it gets complicated. You don't just get to keep the clients.
posted by Ironmouth at 6:17 PM on January 17

Can't comment about LLC in Massachussets specifically and IANAL but I once sold a long-existing company in UK and as part of the deal, as I recall, insurance was taken out by the departing directors against legal claims arising after the sale but relating to the pre-sale period; I think that departing directors of the firm undertook to bear such claims for a limited period after sale. But this stuff is all down to negotiation, perhaps, and to specific legal advice as above posters indicate.
posted by londongeezer at 5:16 AM on January 18

This is stupid. What is the benefit? Are you looking to avoid new engagement letters, etc.? Running appropriate conflicts checks? Don't avoid that stuff. Just get her to get her clients to call you instead, and start from the group up. Seriously.

Does Massachusetts not have some sort of LLP? What is the point of an LLC? And how can you not know if you are responsible for the obligations of the LLC? I think that you are in way over your head.
posted by iknowizbirfmark at 6:51 AM on January 18