Departure of a partner from an accounting firm: what happens to the clients, the teams and the data?

The departure of a partner in a chartered accountancy firm is a much more complex operation than a simple transfer of shares. It requires organizing the future of clients, staff, files, and digital tools, all while respecting the profession's ethical rules.

This issue is likely to become increasingly important. The French accounting market is indeed experiencing sustained consolidation. External growth operations are multiplying, firms are merging, multi-site groups are being formed, and new investors are participating in financing acquisitions.

However, not all mergers produce the expected results. Once the acquisition phase is complete, disagreements can arise regarding strategy, governance, profitability targets, team organization, the choice of digital tools, or even the autonomy granted to the original partners. The merger can then lead to a separation between the partner accountants, or even to outright conflict between partners within the accounting firm.

This separation is not limited to the purchase of the outgoing partner's shares. It involves determining the fate of clients, employees, files, data, software, and ongoing projects, while respecting the rules specific to a regulated profession.

When it has not been anticipated, it can thus simultaneously cause a conflict between partners, a dispute over the valuation of securities, an action for unfair competition, operational disorganization and ethical difficulties.

Why should the departure of a partner who is a chartered accountant become more frequent?

Market consolidation often relies on transactions in which historical partners sell all or part of their shares, but remain present for several years within the new entity.

The sale price may include a deferred payment or an additional payment dependent on the firm's future performance. The seller may also reinvest part of the price in the group's holding company, retain a corporate office, or make commitments regarding continued involvement and non-competition.

This organization fosters a community of interests, but it also multiplies the points of disagreement:

• loss of autonomy of the former leader;

• modification of pricing or commercial policy;

• centralization of functions previously performed locally;

• disagreement over recruitment or investment;

• change in software and working methods;

• pressure on margins or development objectives;

• dispute over the calculation methods for a price supplement;

• disagreement on the evolution of the capital or the exit strategy from the group.

Disputes do not necessarily arise at the time of the acquisition. They can appear several years later, when the interests of the group, the original partner, and the investors no longer coincide.

The departure of a partner who is a chartered accountant is primarily a conflict between partners

As in any company, the departure of an accountant must be examined in light of the articles of association, the shareholders' agreement and the commitments made during the merger operation.

These documents may include promises to sell, exclusion clauses, forced exit mechanisms, liquidity clauses, or a distinction between good leaver and bad leaver. They may also govern the revocation of corporate mandates, the repayment of current accounts, or the loss of certain financial rights.

However, these stipulations do not all have the same scope. An exclusion clause, in particular, must be based on a sufficiently clear statutory basis to be effective with respect to the company. A shareholders' agreement can supplement the existing framework and create obligations between its signatories, but it does not replace the articles of association in the organization of the company's operations. This relationship must be verified before initiating forced exit proceedings.

The first difficulty often concerns the price of the shares. The valuation formula may depend on recurring revenue, profitability, the number of files retained, or the achievement of objectives set at the time of acquisition. However, as the departure approaches, each of these figures can become contested.

Appointing an expert under Article 1843-4 of the French Civil Code is only possible in cases provided for by law or when the articles of association govern the transfer or repurchase without determining or being determinable the value. When an expert is appointed, they must apply the rules and methods for determining value stipulated in the articles of association or any agreement binding the parties. This mechanism is therefore not a general way to challenge a contractually accepted valuation, but it can play a decisive role when the legal conditions for appointing an expert are met and the application of the pricing formula is disputed.

When disagreement leads to paralysis of the firm, other grounds may be invoked: abuse of majority or minority, breach of agreement, wrongful dismissal, liability of the manager, or even a request for judicial dissolution for just cause in the most serious situations.

However, in an accounting firm, resolving the capital conflict only solves part of the problem. The value of the business depends primarily on human relationships and resources that cannot be allocated like simple tangible assets.

Departure of a partner in the chartered accountancy firm: who inherits the firm's clientele?

Clients are generally the main point of contention. The firm can value its portfolio and organize its allocation economically, but no agreement between partners can deprive clients of their freedom to choose their accountant.

Therefore, three questions must be distinguished:

1. the ownership of the securities and the economic value of the portfolio attached to the company;

2. contractual commitments made between partners, including non-competition or non-solicitation clauses;

3. the client's decision to continue their relationship with the firm or to entrust their mission to the departing partner.

The simultaneous departure of several clients is not, in itself, sufficient to constitute client poaching. It is also necessary to establish the existence of unfair practices: clandestine extraction of files, use of confidential information, deliberate confusion between the two entities, disparagement of the former firm, misappropriation of requests received before the departure, or intentional disruption of the business.

Conversely, the departing partner cannot consider the clients he served as his personal property. Until his departure, he acts on behalf of the company and remains bound by his obligations as a partner, manager, or employee, depending on his status.

The line between customer freedom and wrongful misappropriation must therefore be assessed based on the specific circumstances of the separation.

Client poaching by an accountant: distinguishing between professional ethics and unfair competition

The Court of Cassation recently provided an important clarification in a dispute following the departure of professionals from an accounting firm and the takeover of about thirty clients by their new structure.

In a ruling dated June 3, 2026, it recalls that a breach of a rule of ethics constitutes an act of unfair competition by diversion of customers only if it is established that this breach is the origin of the alleged transfer of customers.

The mere existence of a disciplinary sanction or the finding of professional misconduct does not automatically entitle the claimant to damages under Article 1240 of the Civil Code. The claimant must still demonstrate civil wrongdoing, harm, and a causal link.

This distinction is essential:

• Disciplinary responsibility sanctions the failure to comply with the duties of the profession;

• Civil liability compensates for harm caused by wrongful conduct;

• An action for unfair competition requires demonstrating that the practices in question actually contributed to the transfer of clients or to the disorganization of the firm.

A separation can therefore be ethically irregular without automatically entitling the parties to compensation. Conversely, conduct can constitute unfair competition independently of any disciplinary action. A breach of ethical rules can nevertheless be a useful indicator, or even contribute to establishing civil liability, when it is demonstrated that it provided an unfair competitive advantage or that it actually caused the alleged transfer of clients.

Can the outgoing partner/accountant take client data with them?

In contemporary law firms, the real battleground is often digital.

Files are no longer just made up of physical documents. They include databases, accounting entries, scanned documents, processing histories, document spaces, messaging, settings and access rights to multiple platforms.

It is therefore necessary to distinguish between:

• documents and data belonging to the client;

• the work carried out on his behalf;

• the firm's internal documents;

• models, procedures, methods and knowledge bases;

• commercial information relating to the portfolio;

• personal data protected by the GDPR;

• the elements covered by professional secrecy.

The fact that certain data originates from the client or is created on their behalf does not give the departing partner the right to copy it preemptively. It is also important to distinguish this information from structured files, business databases, templates, settings, and tools created by the accounting firm, which may represent the firm's own assets. Their unauthorized appropriation could constitute misconduct.

The transmission of data necessary for the completion of a task must correspond to a request or decision from the client and take place under conditions guaranteeing the confidentiality, security, and traceability of the operations. For personal data, its compatibility with the GDPR must be assessed on a case-by-case basis, depending in particular on the purpose of the transfer and the applicable legal basis.

Before the separation, it is therefore essential to define an IT protocol: mapping of the data concerned, verification of the legal bases of the transfer, informing customers, freezing or limiting certain accesses, retention of connection logs, export methods, validation of transfer requests, return of the equipment, limitation of the retention period, deletion of copies and establishment of a handover report.

A massive extraction carried out before departure can be a determining factor in a dispute, even when some of the clients concerned then freely choose to follow the outgoing partner.

Departure of a partner who is a chartered accountant: how to distribute the software?

Digital tools have become inseparable from accounting services. The separation must therefore determine the fate of:

• business software licenses;

• subscriptions taken out at the group level;

• administrator rights;

• interfaces with banks, clients or the administration;

• electronic invoicing and document management tools;

• domain names, email addresses and telephone lines;

• backups and cybersecurity measures.

A theoretical distribution of clients is useless if one of the structures cannot access the files necessary for the preparation of declarations, payslips or annual accounts.

The separation agreement must therefore include an operational transition period, with clearly defined responsibilities. Tax, social security, and accounting deadlines are not suspended due to the conflict between partners.

What happens to the employees when the accounting firm is separated?

The departure of a partner sometimes leads to the departure of all or part of their team. Here again, several systems must be distinguished.

Employees remain free to resign and join a new organization, subject to their contractual obligations. Recruiting staff from the former firm, even in large numbers, is generally legal when it results from voluntary relocations and is not accompanied by any unfair practices. However, the deliberate organization of a mass exodus with the aim of disrupting the former firm may give rise to liability on the part of those who orchestrated it or the receiving organization.

In particular, it is necessary to examine:

• the validity of non-competition clauses;

• the scope of non-solicitation clauses;

• the discussions that took place with the employees before departure;

• the possible use of internal files or information;

• the conditions under which customers and employees were contacted;

• the existence of a genuine disorganization within the firm.

When a separation involves the transfer of a structured business activity, the application of Article L. 1224-1 of the French Labor Code must also be considered. The automatic transfer of employment contracts requires two conditions to be met: the transfer of an autonomous economic entity and the maintenance of its identity with the continuation or resumption of its activity.

The entity must correspond to an organized group of people and tangible or intangible assets enabling the exercise of an economic activity pursuing its own objective. The acquisition of an identified clientele, a dedicated team, licenses, equipment, premises, methods, or other significant operating resources can thus constitute a transfer. However, the mere continuation of an activity or the recruitment of several employees is not necessarily sufficient, in the absence of a transfer of an organized group and the resources essential to its operation. The absence of a direct contractual link between successive employers does not, in itself, preclude the application of Article L. 1224-1.

The allocation of teams cannot therefore be decided solely in a table annexed to the protocol: it must be legally qualified and prepared with the employees concerned.

What ethical rules govern the departure of a partner chartered accountant?

Accounting is a regulated profession. The departure of a partner or the creation of a new structure must remain compatible with the rules stemming from theordinance of September 19, 1945 and the decree of March 30, 2012.

In particular, it is necessary to check:

• the conditions for holding voting rights in the company;

• maintaining his registration on the Order's roll;

• the independence of professionals;

• respect for professional secrecy and the duty of discretion;

• the duties of brotherhood;

• the formalities relating to the resumption of files;

• the continuity and quality of the missions entrusted by clients.

Article 163 of the decree of March 30, 2012, requires, in particular, that a professional called upon to replace a colleague inform the latter. They must also ensure that the client's request is not motivated by a desire to circumvent the application of laws and regulations or to compromise the independence of the profession.

Discussions with the regional council of the professional body must therefore be included in the separation timeline. A perfectly organized operation from a capital perspective can remain unfeasible if the resulting structure does not meet the required professional standards.

How to secure the separation protocol between partner chartered accountants?

The purpose of a separation agreement is not simply to acknowledge the departure of a partner. It must make this departure effectively feasible without interrupting the firm's operations.

Depending on the situation, he will notably have to organize:

1. the departure schedule and the termination of mandates;

2. the sale or repurchase of securities and their valuation;

3. the fate of price supplements, guarantees and current accounts;

4. the procedures for presenting the separation to clients;

5. the envisaged economic distribution of the files, subject to the free choice of each client;

6. secure transfer of data and documents;

7. the allocation of employees and the corresponding social charges;

8. access rights to software during the transition period;

9. invoicing for ongoing work and collection of fees;

10. the allocation of responsibilities and claims subsequently reported;

11. the use of the name, the brand, references and means of communication;

12. the obligations of confidentiality, non-disparagement, non-competition or non-solicitation;

13. the procedures with the Order and the insurers;

14. a rapid mechanism for mediation, expertise or resolution of implementation difficulties.

Joint communication with clients and teams is often preferable. It limits the risk of confusion and prevents the legal battle from immediately spilling over into the commercial arena.

Anticipating the departure of a partner who is a chartered accountant from the outset of the merger

In a consolidating market, the success of an acquisition depends not only on the conditions of entry, but also on the quality of the exit mechanisms.

The statutes, pacts and contracts concluded during the merger should anticipate the possibility of a separation: valuation method actually applicable, fate of the clientele, transition governance, access to data, treatment of teams, exit timetable and procedure for resolving disagreements.

Due to a lack of foresight, the parties often discover too late that their agreements govern the transfer of shares, but not the transfer of the business. However, the separation of partner chartered accountants hinges less on the signing of the transfer agreement than on each partner's ability to continue practicing without infringing on client rights, team operations, and professional obligations.

Frequently asked questions about the departure of a partner in a chartered accountant firm

Can a partner who is a chartered accountant leave with their clients?

Clients remain free to choose their accountant. The departing partner therefore has no personal ownership rights over the clients they served, but their decision to join them is not, in principle, considered wrongful. However, a dispute may arise if the transfer of clients results from unfair practices, such as the illegal extraction of files, defamation, confusion between firms, or deliberate disruption.

How to determine the price of shares for an accountant leaving the firm?

The price must be determined in accordance with the articles of association, the shareholders' agreement, and the documents executed during the merger. Valuation clauses may include, in particular, recurring revenue, profitability, or the retention of certain files. The involvement of an expert under Article 1843-4 of the French Civil Code is only possible when the legal conditions for its application are met.

Can employees join the outgoing partner?

Employees remain free to resign and join a new organization, subject to any applicable non-compete clause. Recruitment becomes potentially wrongful when it involves unfair practices and causes significant disruption to the former firm. Furthermore, Article L. 1224-1 of the French Labor Code may apply when an autonomous economic entity retaining its identity is effectively transferred.

Why conclude a separation protocol between partner chartered accountants?

The protocol coordinates the transfer of shares with the operational consequences of the departure: informing clients, the fate of teams, transferring files, accessing software, invoicing for ongoing work, insurance, communication, and professional formalities. It thus reduces the risk that the conflict between partners will cause lasting disruption to the firm.

ARST Avocats assists accounting firms, their partners, and their investors in preparing mergers and acquisitions, negotiating partner exits, and handling any resulting disputes. Its services combine corporate law, business litigation, employment law, contract law, and unfair competition law to ensure all aspects of the separation are secure.

If you are facing a problem related to the departure of a partner from an accounting firm, please contact us.

Article written by Morgan Jamet