Q: To save expenses, my agency and another one are
considering a merger under which the other agency would move into
our office. We both want to keep our ARC appointments for various
reasons. Is such an arrangement possible under ARC rules?
A: If you merge into one corporation, then ARC
rules do not allow you to share the same office.
This is because one of your appointments will be the home office
location and one will be a branch, and ARC prohibits a home office
and branch, or two branches, from sharing the same undivided office
space.
You could merge and then divide up your office space into
separate, adjoining suites. There would have to be a clear,
physical separation, with different entrances, different trade
names on each door and no common areas behind those entrances.
Many large agencies' headquarters are set up this way, with
multiple appointments in separate suites in the same building.
However, since you want to save expenses by sharing personnel,
the adjoining-suites strategy will not work for you.
Therefore, you should use the only setup that allows you to
share a single office and keep separate ARC appointments: ARC's
2-year-old rule covering "multiple, unrelated, ARC-accredited
agencies sharing undivided office space."
Under this rule, you do not -- and cannot -- merge legally. You
remain legally unaffiliated, with completely separate
ownership.
Instead, each agency enters into a standard agreement with ARC,
under which both agencies can share the same space, facilities and
personnel, except that each agency must have its own managerial
qualifier and ticketing (or Certified ARC Specialist)
qualifier.
ARC's agreement requires one of the agencies to install an
electronic burglary alarm system with special requirements, and it
requires all agencies to lock, control and operate their own ticket
printers and safes, with no cross usage.
ARC also requires all agencies to enter into an agreement with
each other and to file that agreement with ARC for approval.
That agreement must be carefully drafted to protect the parties
from liability arising from misuse of each other's personnel,
equipment and facilities.
If one party is leasing or subleasing space to another, the
agreement should also clearly spell out the rental and
miscellaneous fees for services, and it should provide for the term
and termination of the relationship.
Mark Pestronk is a Fairfax, Va.-based attorney specializing
in travel law. He answers your questions in the Crossroads' Legal Issues Forum.