M&A Advisor for CPA and Accounting Firm Owners: 2026 Sell-Side Guide
Choosing an M&A advisor for a CPA or accounting firm is not the same as choosing a business broker for a plumbing shop or a search-fund intermediary for a SaaS company. Accounting firm sales in 2026 involve alternative practice structures, state Board of Accountancy ownership rules, partner deferred compensation unwinds, and a private-equity buyer base that now sets pricing for platforms above roughly $10 million in revenue. The right advisor understands each of those layers before the teaser goes out. This guide explains why owners should not let their own firm run the sale, which specialty M&A firms actually work in this vertical, what PE-backed consolidators are paying, and how to compare fee structures on a like-for-like basis.
Key Takeaways
- Private-equity capital has entered the accounting profession at scale since 2021, with named platform investments in Baker Tilly , Citrin Cooperman , Aprio , Ascend , Cherry Bekaer…
- PE-backed consolidator platforms would have transacted at 10x to 15x EBITDA on the top end during 2024 through Q2 2026 per Koltin Consulting Group commentary, while sub-$5M revenue…
- The most common self-inflicted mistake in accounting-firm exits is assuming that a firm full of CPAs can handle its own sale.
- Accounting firm valuations are quoted on two different metrics.
- Two firms of identical revenue can transact at multiples 40 percent apart based on eleven ranked drivers.
What should CPA and accounting firm owners know about selling in 2026?
Private-equity capital has entered the accounting profession at scale since 2021, with named platform investments in Baker Tilly , Citrin Cooperman , Aprio , Ascend , Cherry Bekaert , and PKF O’Connor Davies . Firms with $2M to $10M revenue would have transacted at roughly 1.0x to 1.4x revenue or 6x to 9x adjusted EBITDA in 2024 through Q2 2026 per the Poe Group Advisors annual survey and Accounting Today.
- Private-equity capital has entered the accounting profession at scale since 2021, with named platform investments in Baker Tilly, Citrin Cooperman, Aprio, Ascend, Cherry Bekaert, and PKF O’Connor Davies.
- Firms with $2M to $10M revenue would have transacted at roughly 1.0x to 1.4x revenue or 6x to 9x adjusted EBITDA in 2024 through Q2 2026 per the Poe Group Advisors annual survey and Accounting Today PE tracker.
- Larger platforms above $50M revenue with PE participation would have cleared 10x to 15x EBITDA per commentary from Koltin Consulting Group.
- Every PE transaction requires an Alternative Practice Structure because the attest arm must remain owned by licensed CPAs under state Board of Accountancy rules and PCAOB registration requirements.
- Partnership tax mechanics under Rev. Rul. 2004-59 and Section 736 payments to retiring partners drive material after-tax outcome differences that a generalist advisor is unlikely to model.
- Boutique specialists include Poe Group Advisors (sub-$5M revenue), Accounting Practice Sales (national listing), Whitman Business Advisors (mid-market), and Koltin Consulting Group (top-100 firm platforms).
- CT Acquisitions positions as a lower-middle-market sell-side option with owner-aligned fees for accounting firms in the roughly $1M to $50M revenue band, alongside the named specialists above. See /m-and-a-advisory/.
What are the key findings for accounting firm M&A in 2026?
PE-backed consolidator platforms would have transacted at 10x to 15x EBITDA on the top end during 2024 through Q2 2026 per Koltin Consulting Group commentary, while sub-$5M revenue firms would have traded at approximately 1.0x to 1.4x revenue per Poe Group Advisors .
- PE-backed consolidator platforms would have transacted at 10x to 15x EBITDA on the top end during 2024 through Q2 2026 per Koltin Consulting Group commentary, while sub-$5M revenue firms would have traded at approximately 1.0x to 1.4x revenue per Poe Group Advisors.
- Hellman & Friedman and Valeas Capital Partners acquired a majority stake in Baker Tilly at a reported $2.3B valuation announced February 2024 per firm press materials.
- New Mountain Capital acquired a majority stake in Citrin Cooperman in 2021 with a follow-on recapitalization in 2024 per firm announcements.
- TowerBrook Capital Partners and Clayton, Dubilier & Rice invested in Grant Thornton in 2024 with terms undisclosed per Grant Thornton press release.
- The AICPA Professional Ethics Executive Committee permits an Alternative Practice Structure only when the attest arm remains under CPA ownership and control.
- State-specific rules require majority CPA ownership of attest practices in most jurisdictions per NASBA compilations.
- Section 736 partnership payments to retiring partners under the Internal Revenue Code create ordinary-income versus capital-gain classifications that materially change after-tax proceeds.
- Working capital pegs for accounting firms have concentrated exposure to Q1 tax-season revenue recognition per audit guidance summarized by the AICPA & CIMA and enforced under FASB ASC 606.
- PCAOB registration is required for firms auditing public issuers per the Public Company Accounting Oversight Board, which affects buyer eligibility and structural design.
- The CFA Institute and industry press including Pensions & Investments and The Wall Street Journal have documented at least twelve PE platform investments in the accounting sector since 2021.
Why hire an M&A advisor instead of letting your CPA firm run the sale
The most common self-inflicted mistake in accounting-firm exits is assuming that a firm full of CPAs can handle its own sale. The logic is superficially reasonable, since accountants understand tax, financial statements, and working capital. The problem is that a sell-side M&A process is not a tax or audit engagement. It is an auction discipline that requires buyer-universe research, controlled information release, competing-bid mechanics, quality-of-earnings anticipation, and legal-financial-tax coordination across.
The most common self-inflicted mistake in accounting-firm exits is assuming that a firm full of CPAs can handle its own sale. The logic is superficially reasonable, since accountants understand tax, financial statements, and working capital. The problem is that a sell-side M&A process is not a tax or audit engagement. It is an auction discipline that requires buyer-universe research, controlled information release, competing-bid mechanics, quality-of-earnings anticipation, and legal-financial-tax coordination across a compressed 90 to 180 day window. Even large accounting firms with in-house corporate finance groups typically retain outside advisors when they are the seller because the conflict of interest is disqualifying and the negotiation experience is asymmetric.
What “my CPA can handle it” gets wrong
Three specific mistakes surface repeatedly when accounting firm owners run their own process. First, buyer-universe research is either skipped or handled through personal contacts, which limits the auction to two or three known parties rather than a curated field of ten to twenty qualified strategics and PE platforms. Second, the confidential information memorandum is drafted as a financial statement package rather than as a marketing document, which underweights the recurring-revenue quality, client mix stability, and partner transition plan that buyers actually price. Third, the process runs on the seller’s calendar rather than on a competing-bid clock, which lets buyers slow-walk negotiations and re-trade at diligence.
Why partner-owned firms need a third party
Accounting firms are typically partnerships or professional corporations with multiple owners. Partner interests diverge during a sale: senior partners approaching retirement optimize for cash and structure, mid-career partners optimize for rollover equity and post-close role, and equity partners with unvested pieces optimize for the vesting schedule. An outside M&A advisor can run structured partner conversations, model each partner’s after-tax outcome under alternative deal structures, and produce a consolidated negotiating mandate that a partner-committee approach cannot generate on its own. This function alone would justify the retainer for most multi-partner firms.
What M&A multiples do accounting firms command by size?
Accounting firm valuations are quoted on two different metrics. Sub-$5M revenue firms are typically quoted as a multiple of revenue because SDE and EBITDA measurement is inconsistent at that size. Firms above roughly $10M revenue are quoted on adjusted EBITDA because they have institutional buyer interest and normalized owner compensation. Blending the two would be a category error and this guide keeps them separate. The ranges below are conditional and.
Accounting firm valuations are quoted on two different metrics. Sub-$5M revenue firms are typically quoted as a multiple of revenue because SDE and EBITDA measurement is inconsistent at that size. Firms above roughly $10M revenue are quoted on adjusted EBITDA because they have institutional buyer interest and normalized owner compensation. Blending the two would be a category error and this guide keeps them separate. The ranges below are conditional and reflect published dataset midpoints during 2024 through Q2 2026.
| Revenue band | Typical multiple | Buyer type | Data source |
|---|---|---|---|
| Under $1M revenue | 0.8x to 1.1x revenue | Individual CPA buyer, small local firm | Poe Group Advisors, Accounting Practice Sales |
| $1M to $5M revenue | 1.0x to 1.3x revenue or 4x to 6x SDE | Regional firm, smaller strategic | Poe Group Advisors |
| $5M to $15M revenue | 1.2x to 1.5x revenue or 6x to 9x adjusted EBITDA | Regional firm, PE platform tuck-in | Accounting Today, Poe Group Advisors |
| $15M to $50M revenue | 7x to 10x adjusted EBITDA | PE platform tuck-in, top-100 firm add-on | Koltin Consulting Group, Accounting Today |
| $50M+ revenue platform | 10x to 15x adjusted EBITDA | PE platform, top-25 firm strategic | Koltin Consulting Group |
The upper end of each band is reserved for firms with high recurring-revenue percentages, low client concentration, strong partner bench depth, and a defensible mix of tax, assurance, and advisory work. See the companion CPA and accounting firm M&A multiples 2026 guide for full dataset methodology.
What moves the multiple
Two firms of identical revenue can transact at multiples 40 percent apart based on eleven ranked drivers. An advisor’s job is to identify which drivers can be improved before market and which cannot, then position the process to price the immutable ones honestly. The ranking below reflects buyer feedback across the 2024 through Q2 2026 window as summarized in Accounting Today coverage and Journal of Accountancy practice-management reporting. Recurring-revenue percentage.
Two firms of identical revenue can transact at multiples 40 percent apart based on eleven ranked drivers. An advisor’s job is to identify which drivers can be improved before market and which cannot, then position the process to price the immutable ones honestly. The ranking below reflects buyer feedback across the 2024 through Q2 2026 window as summarized in Accounting Today coverage and Journal of Accountancy practice-management reporting.
- Recurring-revenue percentage. Firms with 70%+ recurring revenue from monthly bookkeeping, controller services, and multi-year advisory retainers would have priced at the top of each band. Compliance-only shops with 100% Q1 tax-season revenue would sit at the bottom.
- Client concentration. No single client above 5% of revenue is the institutional-buyer standard. Top-ten client concentration above 30% typically discounts the multiple by 1x to 2x EBITDA.
- Partner age and transition risk. A firm where the founding partner is 65 and the next tier is 58 is not the same asset as one with a 45-year-old partner bench, even if current EBITDA matches.
- Non-attest revenue mix. Advisory, CAS (client accounting services), wealth management, and outsourced CFO revenue would command higher multiples than pure compliance because they carry higher margins and are not constrained by CPA-ownership rules.
- Attest revenue quality. A firm with a stable book of middle-market audit clients and no PCAOB registration risk trades differently than a firm with a shrinking audit book or issuer exposure. PCAOB inspection history is disclosed on the PCAOB website.
- Geographic footprint. Firms in top-50 metros with strong middle-market corporate client bases would have priced above rural or small-metro firms because PE platforms concentrate acquisitions where their tuck-in economics work.
- Technology stack. Firms on modern cloud platforms (CCH Axcess, Karbon, Canopy) integrate faster into consolidator infrastructure than firms on legacy on-prem systems.
- Realization rate. Firms billing at 90%+ realization would command a premium over firms discounting time consistently at 70% to 80%.
- Partner deferred compensation liability. Unfunded partner buyout obligations under Section 736 create an off-balance-sheet liability that buyers price into the deal.
- State licensing footprint. Multi-state firms with clean CPA license history in each jurisdiction and no active Board of Accountancy investigations reduce diligence friction.
- Working capital seasonality. Q1 tax-season concentration requires a working capital peg methodology that generalist advisors typically get wrong on first draft.
Who are the active buyers in accounting firm M&A?
The 2026 buyer universe for a lower-middle-market accounting firm splits into four categories: PE-backed consolidator platforms, top-100 firm strategics, regional independent firms, and individual CPA buyers. The first two categories set the pricing for firms above roughly $10M revenue. All PE platforms named below are verifiable via the linked firm websites and reflect publicly announced transactions.
The 2026 buyer universe for a lower-middle-market accounting firm splits into four categories: PE-backed consolidator platforms, top-100 firm strategics, regional independent firms, and individual CPA buyers. The first two categories set the pricing for firms above roughly $10M revenue. All PE platforms named below are verifiable via the linked firm websites and reflect publicly announced transactions.
PE-backed accounting platforms
- Aprio, backed by Charlesbank Capital Partners since 2022. Active on multi-state tuck-ins in advisory and CAS.
- Ascend, backed by Alpine Investors. Rolling up regional firms in the $5M to $30M revenue band.
- Citrin Cooperman, backed by New Mountain Capital since 2021 with a 2024 recap.
- Baker Tilly, majority-owned by Hellman & Friedman and Valeas Capital Partners since February 2024 at a reported $2.3B valuation per firm materials.
- PKF O’Connor Davies, backed by Investcorp and Public Sector Pension Investment Board.
- Cherry Bekaert, backed by Parthenon Capital Partners.
- Grant Thornton, with investments from TowerBrook Capital Partners and Clayton, Dubilier & Rice announced 2024.
Top-100 firm strategics
Firms in the Accounting Today Top 100 that operate active corporate development functions include RSM US, EisnerAmper (backed by TPG), Forvis Mazars, and Marcum (acquired by CBIZ in 2024). These acquirers pursue platform integrations rather than pure financial tuck-ins and would typically pay for cultural and geographic fit alongside multiple expansion.
Which boutique M&A advisors specialize in accounting firm sales?
Four specialty firms are the recognized advisors for accounting firm M&A across the size spectrum. Each has a distinct wedge, and honest positioning matters here because owners should compare on fit rather than on marketing volume.
Four specialty firms are the recognized advisors for accounting firm M&A across the size spectrum. Each has a distinct wedge, and honest positioning matters here because owners should compare on fit rather than on marketing volume.
Poe Group Advisors
Poe Group Advisors is the largest specialist broker for CPA firm sales in the sub-$5M revenue band. The firm publishes annual survey data on accounting practice sale multiples and runs a national marketplace of buyers and sellers. Poe is the default option for sole-practitioner and small-partnership sales where individual CPA buyers or small regional strategics are the natural market.
Accounting Practice Sales
Accounting Practice Sales operates a national listing service for smaller accounting practices with a regional-affiliate model. The firm has been active in the CPA-firm intermediary market since the 1990s and would be appropriate for owners whose primary priority is a fast, transparent listing to a buyer network rather than a full auction process.
Whitman Business Advisors
Whitman Business Advisors works with mid-market accounting firms in the roughly $5M to $30M revenue band. The firm publishes commentary on PE trends in the accounting profession and would be appropriate for firms that need a targeted-outreach process to both strategic and PE buyers.
Koltin Consulting Group
Koltin Consulting Group is the recognized advisor to top-100 accounting firms on PE transactions. Allan Koltin has been quoted extensively in Accounting Today, Journal of Accountancy, and The Wall Street Journal on platform transactions and would be the natural choice for firms above roughly $50M revenue considering a PE recapitalization.
CT Acquisitions positioning
CT Acquisitions is another lower-middle-market option for accounting firm owners in the roughly $1M to $50M revenue band, sitting alongside the specialists named above. The firm’s wedge is owner-aligned sell-side representation for founders who want a full auction process, structured partner-alignment conversations, and negotiation coverage on tax structuring for Section 736 payments and rollover equity design. See our M&A advisory practice page and our sell-side advisory overview for detail on process, fees, and buyer relationships.
How the sell-side process works for a CPA or accounting firm
A well-run accounting firm sell-side process runs roughly six months from advisor engagement to close, longer if a full quality of earnings is required or if regulatory approvals from state Boards of Accountancy add time. The month-by-month breakdown below reflects a typical PE-eligible firm in the $10M to $30M revenue range. Month 1: Preparation and positioning. Advisor engagement, financial normalization, partner-alignment meetings, and confidential information memorandum drafting. Working capital methodology.
A well-run accounting firm sell-side process runs roughly six months from advisor engagement to close, longer if a full quality of earnings is required or if regulatory approvals from state Boards of Accountancy add time. The month-by-month breakdown below reflects a typical PE-eligible firm in the $10M to $30M revenue range.
- Month 1: Preparation and positioning. Advisor engagement, financial normalization, partner-alignment meetings, and confidential information memorandum drafting. Working capital methodology is agreed early to avoid re-trade at LOI.
- Month 2: Buyer universe curation. The advisor builds a targeted buyer list of ten to twenty qualified parties covering PE platforms, top-100 firm strategics, and select regional strategics. A teaser goes to the list under NDA.
- Month 3: First-round bids. Interested parties receive the CIM and management presentation access. Indications of interest are collected on a defined deadline, typically covering enterprise value range, structure (cash versus rollover equity), and diligence timeline.
- Month 4: Second-round diligence. Two to four finalists conduct management meetings, site visits (where applicable), and detailed diligence. Quality of earnings work by the buyer’s accounting advisor happens here.
- Month 5: LOI selection and exclusivity. The advisor negotiates the letter of intent, including price certainty language, working capital peg mechanics, escrow, indemnification caps, and rollover equity terms. See our LOI template guide.
- Month 6: Confirmatory diligence and close. Legal documentation, employment agreements for continuing partners, state Board of Accountancy notifications, and closing. See our due diligence checklist for the full inventory.
Owners who want a deeper walk-through of the process mechanics should read our investment banking process overview, and firms with issuer audit work or PCAOB-registered practice should add two to three months for regulatory review.
What regulatory and structural mechanics affect accounting firm M&A in 2026?
Accounting firm transactions carry structural constraints that do not apply to most other verticals. An advisor without vertical experience is likely to under-scope diligence on these items and would risk deal death or material re-trades at signing.
Accounting firm transactions carry structural constraints that do not apply to most other verticals. An advisor without vertical experience is likely to under-scope diligence on these items and would risk deal death or material re-trades at signing.
Alternative Practice Structure
Every PE-backed accounting firm transaction requires an Alternative Practice Structure because state Board of Accountancy rules and AICPA independence standards require the attest arm to remain under licensed CPA ownership and control. The AICPA Professional Ethics Executive Committee guidance and NASBA model regulations control the structural framework. The typical structure separates the attest practice (owned by licensed CPAs) from the non-attest practice (which accepts PE capital) with a services agreement between them. Structural fees, licensing agreements, and cost-allocation methodologies drive material after-tax outcomes.
State Board of Accountancy ownership rules
Individual state ownership rules vary. Most states require majority CPA ownership of any firm holding itself out as a CPA firm, but the specific percentages and licensing requirements differ. NASBA maintains a state-by-state summary of regulatory changes. A multi-state accounting firm sale requires state-by-state analysis and notifications, typically handled by outside CPA-licensing counsel.
PCAOB and issuer audit work
Firms auditing public issuers must be registered with the Public Company Accounting Oversight Board. Buyers evaluating a firm with PCAOB registration will diligence inspection history, deficiency reports, and any pending PCAOB actions. Firms with issuer audit revenue face additional structural constraints under SEC auditor independence rules that limit PE ownership structures.
Section 736 payments to retiring partners
Under Internal Revenue Code Section 736, payments to retiring partners are classified as either Section 736(a) payments (ordinary income, deductible to the partnership) or Section 736(b) payments (capital gain, non-deductible). The classification depends on whether the payment is for the partner’s interest in partnership property or represents a distributive share or guaranteed payment. Deal structuring materially changes the after-tax outcome for retiring partners and the acquiring platform. Rev. Rul. 2004-59 addresses partnership conversion issues that may arise in accounting firm sales.
Working capital and Q1 seasonality
Tax-season revenue concentration in Q1 makes the working capital peg for accounting firms unusually complex. Deferred tax preparation revenue, work-in-process, and unbilled receivables under FASB ASC 606 must be normalized. See our quality of earnings guide for the peg methodology.
How to choose an M&A advisor for a CPA or accounting firm
The following checklist reflects the questions that separate specialist advisors from generalists in this vertical. An advisor who cannot answer all twelve items with vertical-specific detail is not the right advisor for an accounting firm sale. Named vertical transactions. The advisor should be able to name at least three closed accounting-firm transactions in the last 36 months. Ask for size range, buyer type, and process length. PE platform relationships. The.
The following checklist reflects the questions that separate specialist advisors from generalists in this vertical. An advisor who cannot answer all twelve items with vertical-specific detail is not the right advisor for an accounting firm sale.
- Named vertical transactions. The advisor should be able to name at least three closed accounting-firm transactions in the last 36 months. Ask for size range, buyer type, and process length.
- PE platform relationships. The advisor should have direct relationships with corporate development teams at Aprio, Ascend, Citrin Cooperman, Baker Tilly, PKF O’Connor Davies, and Cherry Bekaert, plus top-100 firm strategics.
- Alternative Practice Structure fluency. The advisor should be able to walk through the APS mechanics without reference to notes and identify the CPA-ownership requirements in the specific states where the firm operates.
- Section 736 modeling. The advisor should build partner-by-partner after-tax outcome models under alternative Section 736(a) and 736(b) allocations.
- Working capital peg experience. The advisor should explain the Q1 tax-season peg methodology with named comparable deals.
- Fee structure transparency. The advisor should provide a clear engagement letter with defined retainer, success fee (Lehman formula or fixed percentage), tail period, and expense reimbursement. Compare with the 2026 fee benchmark guide.
- Owner-aligned incentives. The retainer and success fee should be structured so that the advisor earns materially more from a high price than from a fast close. See our fee structure guide.
- Buyer universe methodology. The advisor should be able to describe their curated buyer list methodology, not just “we know a lot of buyers.”
- Confidentiality mechanics. The advisor should describe named-versus-blind teaser protocols, employee-communication plans, and client-notification timing.
- References from prior CPA sellers. Ask for two references from the last 24 months who will speak candidly about process quality, communication cadence, and re-trade defense at diligence.
- Broker versus advisor positioning. Understand whether the firm is running a listing-service model (like a real estate broker) or a full auction model. See our broker versus advisor comparison.
- Documented process. The advisor should provide a written 90-day preparation plan, week-by-week process timeline, and defined milestones for buyer-side interactions.
Owners weighing fee structure trade-offs should also read our advisor cost overview and our retainer guide.
What EBITDA multiples apply by deal size in 2026?
EBITDA multiples for lower middle market businesses vary by size, buyer type, and vertical. The table below shows typical bands for privately-held sellers in 2026 based on GF Data and Axial 2025 benchmarks.
| EBITDA size band | Typical multiple | Dominant buyer type |
|---|---|---|
| $500K to $1M | 3.0x to 4.5x | Individual buyers, ETA, small local PE |
| $1M to $3M | 4.0x to 6.0x | Search funds, small PE, family offices |
| $3M to $10M | 5.5x to 8.0x | Lower middle market PE, strategic tuck-ins |
| $10M to $25M | 7.0x to 10.5x | Middle market PE platforms, strategic acquirers |
Frequently asked questions
Does an accounting firm really need an M&A advisor, or can our own CPAs run the sale?
Even large accounting firms with in-house corporate finance groups retain outside advisors when they are the seller. The conflict of interest, the auction discipline, and the negotiation asymmetry make self-representation costly. A specialist advisor typically pays for their fee multiple times over through better bid dispersion and re-trade defense during diligence.
What multiple would my accounting firm sell for in 2026?
Firms with $2M to $10M revenue would have transacted at approximately 1.0x to 1.4x revenue or 6x to 9x adjusted EBITDA in 2024 through Q2 2026 per Poe Group Advisors data. Larger platforms above $50M revenue with PE participation would have cleared 10x to 15x EBITDA per Koltin Consulting Group.
Which PE firms are buying accounting practices?
Named PE-backed platforms include Aprio (Charlesbank), Ascend (Alpine Investors), Citrin Cooperman (New Mountain Capital), Baker Tilly (Hellman & Friedman and Valeas Capital), PKF O’Connor Davies (Investcorp and PSP), Cherry Bekaert (Parthenon Capital), and Grant Thornton (TowerBrook and CD&R).
Can PE actually own a CPA firm given state licensing rules?
PE cannot directly own the attest practice under state Board of Accountancy rules and AICPA independence standards. Every PE-backed accounting firm transaction uses an Alternative Practice Structure that separates the attest arm (retained under CPA ownership) from the non-attest arm (which accepts PE capital) with a services agreement between them.
What is the typical fee for an M&A advisor on an accounting firm sale?
Fees typically include a retainer (paid monthly during the process), a success fee (structured as a Lehman formula or a fixed percentage of enterprise value), a tail period covering buyers introduced during the engagement, and expense reimbursement. See our 2026 advisor fee benchmark for detailed ranges.
How long does an accounting firm sale take?
Roughly six months from advisor engagement to close is typical for a PE-eligible firm in the $10M to $30M revenue range. Firms with issuer audit work or complex multi-state licensing may take eight to nine months. Sub-$5M revenue firms sold through listing services can close faster, typically three to five months.
Should I sell to a PE-backed platform or a strategic firm?
PE platforms would typically offer higher enterprise value and rollover equity opportunities but require APS structuring. Strategic top-100 firm buyers may offer better cultural continuity and simpler integration for partners staying on. See our strategic versus financial buyer comparison and family office versus PE buyer for detail.
What happens to partner deferred compensation in a sale?
Partner deferred compensation liabilities under existing buy-sell agreements typically need to be unwound or restructured as part of the transaction. Retiring partners receive either Section 736(a) or Section 736(b) treatment, which has material after-tax consequences. An advisor with accounting-firm experience models these outcomes partner-by-partner during preparation.
Methodology and data sources
This guide compiles secondary-source data from the following named publications and organizations: Poe Group Advisors annual accounting practice sale survey, Accounting Practice Sales listing data, Koltin Consulting Group commentary on PE transactions, Accounting Today Top Firms list and PE tracker, Journal of Accountancy practice management covera…
This guide compiles secondary-source data from the following named publications and organizations: Poe Group Advisors annual accounting practice sale survey, Accounting Practice Sales listing data, Koltin Consulting Group commentary on PE transactions, Accounting Today Top Firms list and PE tracker, Journal of Accountancy practice management coverage, AICPA Professional Ethics Executive Committee guidance, NASBA state Board summaries, PCAOB registration and inspection records, and SEC EDGAR filings for publicly disclosed transactions. Regulatory citations reference Internal Revenue Code Section 736, Rev. Rul. 2004-59, and FASB ASC 606.
Multiple ranges are conditional and reflect published dataset midpoints during 2024 through Q2 2026. Ranges are not appraisals for any specific firm and do not incorporate firm-specific adjustments for client concentration, partner transition risk, or geographic footprint. Named PE platforms and boutique advisors reflect publicly announced transactions and firm marketing materials. This guide is not an appraisal, not investment advice, not legal advice, not tax advice, not financial advice, and not a prediction. Any specific engagement should include independent legal, tax, and financial counsel and a firm-specific valuation analysis.