Whether you are talking to a single acquiring CPA, a regional firm, or a private-equity-backed consolidator, the same ten variables decide whether you leave value on the table or capture it. Read these in order. They build on each other.

  1. The actual identity and funding of the buyer

    Before anything else, you need to know who is on the other side of the table — and where their capital comes from. A buyer who needs SBA approval to close is a different transaction than a roll-up with committed equity. Ask for a personal financial statement, a pre-qualification letter, or evidence of platform funding before you share a single piece of identifying practice information.

  2. How the price is actually structured

    A nominal price of "1.2× revenue" can pay you anywhere from 60% to 100% of that number depending on the structure. Cash at close, seller note, earn-out, retention escrow, and consulting fees are five different forms of consideration — each with different tax treatment, risk, and certainty. The headline multiple matters far less than the breakdown.

  3. The retention guarantee — and what triggers a clawback

    Most accounting practice sales include a retention provision: if a defined share of revenue or clients walks within 12–24 months, a portion of the purchase price is clawed back. Look closely at how retention is measured (revenue vs. client count vs. weighted billings), what events trigger a clawback, and which actions of the buyer (mergers, fee increases, staffing cuts) can themselves cause attrition you'll be penalized for.

  4. The transition period and your role inside it

    Plan for 90 days to 24 months of continued involvement. Spell out hours, compensation, decision rights, and what happens if either side wants out early. A transition agreement that quietly converts you into an unpaid employee for a year is one of the most common regrets we encounter from practice owners who sold without representation.

  5. The non-compete and non-solicitation language

    Geography, duration, and scope are negotiable — but they will be written tightly unless you push back. A non-compete that covers "any state in which the buyer operates" can freeze you out of consulting or board work years after closing. Get the scope narrowed to a defined radius and a finite list of activity types.

  6. Staff transition terms — including yours

    Will the buyer extend offers to all of your staff? At what compensation? With what benefits and PTO carry-over? Are non-solicits being imposed on your staff that could trap them? Practice owners often spend more emotional energy on staff outcomes than on their own price — and rightly so. Get these terms in writing in the asset purchase agreement, not in a verbal commitment.

  7. Tax structure of the sale

    Asset sale vs. stock sale, allocation of purchase price across goodwill, fixed assets, and consulting income, ordinary-income vs. capital-gain treatment — these decisions can swing your after-tax proceeds by 15% to 25%. A buyer's preferred allocation is rarely your optimal allocation. Engage a tax advisor before you negotiate, not after.

  8. The buyer's plan for your clients

    What software will they migrate to? Which services will they continue, expand, or drop? What pricing changes are anticipated in years one and two? Will they preserve the personal-touch culture your clients are accustomed to, or run a more transactional model? You can hand over a list — or you can hand over a relationship. The difference shows up in retention.

  9. Working capital and accounts receivable treatment

    Who collects the receivables outstanding at closing? Who is responsible for refunds on prepaid retainers or annual contracts that haven't been earned? Who owns work-in-process? These mechanics are routinely written in the buyer's favor by default. Each one is negotiable and each one is money.

  10. The legal protections that survive closing

    Indemnification scope and duration, representation and warranty survival periods, caps and baskets, escrow holdback amount and release schedule. These are the legal mechanics that decide what happens if a client sues for a return preparation error from 2019 — six months after you've closed the deal. Do not let an attorney unfamiliar with accounting practice sales draft them.

Owners who get all ten of these right rarely sell for less than the headline number suggests. Owners who miss three or more frequently realize 70–80% of the deal's stated value after transition, taxes, and clawbacks.

— Succession Pathway, observed across more than a decade of practice transitions

Where to go from here

If you are within five years of an exit and have not yet built a written succession plan, this list is the starting framework for the questions your plan needs to answer. The companion guide, The 10 most common mistakes accountants make when selling a practice, covers what owners regret on the other side of the transaction. Read both before your first buyer conversation.

When you are ready to move from reading to planning, request a confidential conversation. We do not charge for the first call.