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M&A · Seller's guide

How to sell an accounting practice

To sell an accounting practice, spend the years before the sale making its fees recurring and its clients less dependent on you, then find a buyer, agree terms that usually tie part of the price to client retention, and move each client only with their consent. What you are really selling is an introduction: clients choose their accountant, so every step is about how many of them stay.

Updated 2 October 2026 · Australia, UK, US, Canada, New Zealand, South Africa

What you are actually selling

The ICAEW's helpsheet on buying and selling fees makes the point that frames everything else: clients have the right to choose their accountant, so what a buyer acquires is the right to an introduction and a recommendation, and the chance to serve those clients. A buyer is not paying for your history or your effort. They are paying for the fees they expect to still be collecting after you have gone.

So the seller's job, long before any buyer appears, is to make the book transferable. This guide follows the decisions in order. Everything here is as at October 2026.

Sell, merge or plan succession

Decide which exit you want before you prepare for it, because each one rewards different preparation. A practice can also sell part of itself first: a block of fees, such as a run of individual tax returns, is a common way to reshape a firm before retirement or a larger deal.

Sell outright

You hand over the whole practice, or a block of fees, and leave after a handover period. Cleanest exit, and the one where client retention risk is most visible to the buyer, so it shapes the terms most.

Merge

You combine with another firm and usually stay on as a partner or director for a period. You trade control for continuity: clients see a familiar face, and your payout often depends on how the combined firm performs.

Plan succession

A staff member, a partner or a group of them buys you out over time. Slowest route, often the best for client retention, and the one most dependent on whether your successor can actually fund and run it.

Private equity backed groups and consolidators are now buyers too; our reporting on consolidation covers why.

Prepare the practice

Most of what moves a buyer takes one to three years to change, because clients need time to get used to it. A seller who starts preparing on the day they decide to sell has already given away most of the upside. Five areas matter most.

  1. 1

    Recurring fees

    Buyers pay for revenue they expect to repeat. Annual compliance, monthly bookkeeping and advisory retainers on fixed fees read as durable. One-off projects, a big year of catch-up work or a single lumpy engagement do not, however good they made last year look.

  2. 2

    Client concentration

    If a handful of clients make up a large share of fees, a buyer is buying the risk that one of them leaves at handover. Know the shape of your book: how much sits in the top ten clients, and how many of them are related to each other.

  3. 3

    Owner dependence

    The question every buyer is really asking is what happens when you stop answering the phone. If clients only deal with you, the relationships walk out with you. Start moving client contact to a manager or senior now, and let clients get used to it before anyone mentions a sale.

  4. 4

    Systems

    A buyer wants to see the work run on documented processes in a practice management system, whether that is Karbon, FYI, Xero Practice Manager or something else, with engagement letters current and every client on a known workflow. Undocumented knowledge in your head is a discount.

  5. 5

    Team

    Staff who stay are often what keeps clients through the change. Know who is critical, whether their contracts are current, and how you will tell them.

Two quieter jobs: review fees at the bottom of the book, where underpriced clients drag on fee quality, and clean up the paperwork, from engagement letters to three years of practice financials that reconcile.

How buyers value a practice

The Firm does not publish multiples or prices, because a figure without your book behind it tells you nothing and anyone quoting one before seeing your numbers is selling something. What we can tell you is what buyers weigh. Each of these moves the price, the structure, or both.

Deal structures: how the price reaches you

The headline price and the money that reaches you are rarely the same thing. Practice sales are seldom all cash at completion. The common building blocks are:

  • An upfront payment at completion, the part of the price that carries no further risk to you.
  • Deferred payments spread over a set period after completion, sometimes funded by the buyer's trading cash flow.
  • A retention clause or clawback, which adjusts the price by how many clients, or how much fee revenue, are still with the buyer after a set period. If clients leave, the price falls.
  • An earn-out, which ties part of the price to the future performance of the practice or the combined firm, common in mergers.
  • A handover or employment period, during which you stay on to introduce the buyer, sometimes as a condition of the deferred payments.
  • Restraints, which limit you from acting for transferred clients or soliciting staff for a period and within an area.

The trade: more upfront usually means a lower headline price, and more retention-linked consideration a higher one with more risk left with you. An asset sale and a share sale also differ in what transfers and how proceeds are taxed, so bring in the lawyer and tax adviser before heads of terms. Our M&A Diaries conversation on why every accounting deal needs a corporate lawyer covers the contract side.

Client consent, confidentiality and records

This is where a sale can go wrong with a regulator rather than a buyer. The principle is the same everywhere: you hold client information in confidence, so a prospective buyer sees anonymised data or signs a confidentiality agreement, and clients move only with their consent. The detail differs by country, as at October 2026.

Australia

The Tax Practitioners Board's Code of Professional Conduct (Code item 6) bars disclosing a client's information to a third party without their permission, so buyers usually see anonymised data first. TPB guidance on ending a registration says you must get clients' permission before transferring their affairs to another registered agent, and should tell clients in writing they can move or take over their own affairs. TPB guidance also expects proof of identity records to move with the client file on a change of ownership. Members of CA ANZ, CPA Australia and the IPA are bound by APES 110's confidentiality requirements, and a documented system of quality management under APES 320 is part of what a buyer can rely on. Notify the TPB and the ATO of the change in practice structure.

United Kingdom

ICAEW's helpsheet on buying and selling fees says client confidentiality must be safeguarded under section 114 of its Code of Ethics, that in most respects client consent will be needed, and that personal data should be redacted in early discussions. The ICAEW Code also requires reasonable requests to transfer records to be dealt with promptly. ACCA practitioners have continuity of practice requirements, which set out who acts if the principal cannot, and a sale is the moment to update them. Check your anti-money laundering supervisor's notification requirements for a change of ownership.

United States

The AICPA Code's interpretation on disclosing client information in connection with a review or acquisition of a member's practice (1.700.050) permits sharing confidential information in due diligence, provided precautions such as a written confidentiality agreement are in place. Tax return information carries separate federal rules under Internal Revenue Code section 7216 and its regulations, which also expect a written confidentiality agreement for due diligence. State boards of accountancy set their own rules, and some, California among them, have adopted regulations on the sale, transfer or discontinuance of a practice. Check your state board.

Canada, New Zealand and South Africa

In Canada, the provincial CPA bodies regulate members, and their codes, such as CPA Ontario's, bar disclosing confidential information without proper and specific authority, which in a sale generally means client consent. In New Zealand, chartered accountants are regulated by CA ANZ under its NZ code of ethics, which carries the same confidentiality principle, and the Privacy Act 2020 applies to client personal information. In South Africa, the SAICA Code of Professional Conduct requires confidentiality to be maintained, including after a relationship ends. In all three, confirm the sale-specific rules with your body before sharing any client detail.

The timeline, end to end

  1. Years before

    Fix the levers: reprice the bottom of the book, reduce owner dependence, document processes, tidy engagement letters.

  2. Decision

    Choose sell, merge or succession. Take advice from an accountant, a lawyer and a broker if you use one.

  3. Market

    Prepare an anonymised summary of the practice and find buyers: brokers, networks, direct approaches or a marketplace.

  4. Screening

    Shortlist buyers on fit, funding and how they treat clients and staff. Sign a confidentiality agreement before sharing detail.

  5. Due diligence

    The buyer checks fees, clients, staff and systems, with client data anonymised until consent is in place.

  6. Terms and contract

    Agree the structure, the handover period, restraints and retention terms. Lawyers on both sides.

  7. Completion

    Tell staff, then clients, ideally from you. Seek consent to transfer and move records.

  8. Handover

    Introduce the buyer, stay visible, and work through any retention period the deal sets.

Finding a buyer

Buyers come from specialist brokers, your own network, direct approaches from firms and consolidators, and marketplaces. Each needs an anonymised summary of the practice: service mix, fee base, client profile, team and why you are selling, with nothing that identifies a client.

The Firm's marketplace for accounting and bookkeeping practices is free to list on, and you choose whether your firm name is shown. Buyers enquire through their account on The Firm, so each enquiry reaches you with who is asking, and nothing becomes public until you decide to share it. Whichever route you use, screen buyers on more than price: how they will treat your clients and staff decides whether the retention-linked part of your price ever arrives. If you are on the other side of the table, our guide on how to buy an accounting firm covers the buyer's diligence.

After the sale

If any of your price is deferred or tied to retention, the handover is your problem too. Tell staff before clients, and tell clients yourself, in writing and then in person for the biggest. Introduce the buyer as someone you chose for them, stay visible, and keep your own record of client numbers through any retention period.

Then deal with the personal side early: what you will do with your time, whether you keep a registration or practising certificate, and what professional indemnity run-off cover your body or insurer requires after you stop practising. Sellers on our M&A Diaries show come back to the same lesson: the mistakes that cost most are made before the deal, and Julie Wilkinson's episode on the costly mistakes sellers make is a good place to start.

Common questions

Frequently asked questions

How long does it take to sell an accounting practice?
The transaction itself is usually measured in months: finding a buyer, due diligence, terms and completion. The preparation that decides the outcome takes longer, because clients need time to absorb changes like a new main contact or a fee review, so sellers who start one to three years ahead have the most room to improve terms. Any handover or retention period then runs after completion.
Do I need client consent to sell my accounting practice?
In most cases, yes, for the transfer of each client and their records. Clients choose their accountant, so what a buyer acquires is an introduction and a recommendation. In Australia the TPB expects a tax agent to get clients’ permission before transferring their affairs; in the UK the ICAEW notes that in most respects client consent will be needed. Before consent, information shared with a prospective buyer should be anonymised or covered by a confidentiality agreement. Check your own professional body’s rules.
What is the difference between selling a block of fees and selling a whole practice?
A block of fees is a defined group of clients, for example a book of individual tax returns, sold while you keep the rest of the firm. A whole practice includes the clients, usually the staff, the systems, the premises and the brand, and is sold as an asset sale or, where the practice is a company, as a share sale. A block of fees is simpler to transfer and is often how owners reshape a firm before a wider sale or retirement.
How is the price of an accounting practice usually paid?
Rarely all at completion. Deals commonly split the price between an upfront payment and deferred amounts, with some of the price adjusted by how many clients or how much fee revenue stays after a set period. That adjustment is the retention clause or clawback, and an earn-out ties part of the price to future performance. The structure decides how much of the risk of clients leaving sits with you after you have handed over.
Should I use a broker to sell my practice?
A specialist broker can prepare the anonymised summary, find and screen buyers and run the process, which matters most for a larger or more complex firm. Other sellers find a buyer through their network or a marketplace and use a lawyer and an accountant for the deal. Either way, ask how the adviser is paid and whether they also act for buyers.