In the work
Recurring client fees, the partners behind them, and the attest practice that has to stay in licensed hands. How a buyer reads a CPA firm, and what to settle before a term sheet arrives.
Outside capital and firm-to-firm mergers now reach well below the national firms. For a managing partner, that means more buyers with more distinct reasons to want the practice, and more care needed in choosing among them.
Mergers reported for 2025 by the firms on Accounting Today's 2026 Top 100 list.
Accounting Today, Inside the 2026 Top 100, March 20261
A CPA firm is a set of client relationships held together by people and rules. A buyer tests each part separately, and every part you can document moves from the discount column to the value column.
The rules decide the shape before the buyer decides the price.
Most states require that licensed CPAs hold a majority of a CPA firm's equity and voting rights, Hawaii and the Northern Mariana Islands require full CPA ownership, and at least 44 jurisdictions require non-CPA owners to be individuals active in the firm.3 That is why private equity investment usually runs through an alternative practice structure: an investor-backed company buys the tax, advisory and administrative business, while a separate CPA-owned firm keeps the audit and attest work. The AICPA's ethics committee exposed proposed independence revisions for these structures in December 2025, citing the growth of private equity in the profession.4 Rules vary by state and are still moving, so your attorney and your state board are the authority here, and this page is not legal advice.
Annual compliance work is the base a buyer underwrites.
Returns, monthly bookkeeping, payroll and annual reviews come back every year, and a buyer values them as recurring fees. The questions are concentration, retention and pricing: how much of the book sits with the twenty largest clients, how many clients left over three seasons, and what you charge per return against what the work costs. Realization and utilization show whether the fee schedule holds once time is actually recorded.
Clients follow the partner they call, and a buyer models that.
When a founding or senior partner signs most of the returns and takes most of the calls, the buyer has to plan for the year that partner steps back. Clients of a retiring partner tend to drift if no one else has been in the room. A firm where the next partner already runs the client meeting reads as a transferable book, and the price follows.
Capacity is the constraint a buyer prices most carefully.
Accounting graduates fell to 55,152 in the 2023 to 2024 school year, a drop of 6.6% from the year before.2 Every buyer knows the pipeline is thin, so they look at managers, seniors, credentials, turnover and how much work the firm has already moved to offshore teams or automation. A firm that closes April with sustainable hours has capacity a buyer can grow into.
Tax and compliance read as durable, advisory reads as growth.
Client accounting services, wealth, valuation, technology consulting and other advisory lines are often the reason an investor looks at a firm. Attest work brings independence obligations that limit which other services the same clients can receive, so a buyer sorts every client into the side of the structure it will sit on. A clear map of who receives what makes that sorting fast and keeps revenue from falling between the two entities.
A CPA firm sells its client relationships. If they follow the partner instead of the firm, a buyer prices that risk into the offer.
In a CPA firm, a buyer prices whose name is on the April 15 extension list.
The returns only you review, the clients who only call you, the retirement payment the partnership owes and nobody has funded. Each one tells a buyer how much of the firm is still the founder.
Each one is fixable, and every one is cheaper to fix before a buyer finds it.
A sponsor-backed platform wants your clients and your tax bench. A larger firm wants your partners and your market. A family office wants a practice that keeps its name and its people. Choosing among them is the first decision that shapes the price.
An investor-backed accounting platform that folds your tax, advisory and client accounting work into the non-attest company it already owns, while its affiliated CPA firm takes on your attest clients. Its offer sits inside a debt package with fixed limits.
Makes your firm the base of a new regional or national tax and advisory group. It needs a managing partner who stays, a partner group that buys in, and an attest firm that can stand on its own.
A larger CPA firm, independent or sponsor-backed, that values your market, your partners and your niche. It pays for clients it can serve on its own platform and for the overhead it can genuinely remove.
Rare in this trade, because attest work has to stay in a CPA-owned firm. Where it happens, a listed services company buys the non-attest business while an affiliated CPA firm takes the attest practice, as when CBIZ acquired Marcum's non-attest business and CBIZ CPAs acquired its attest business.5
Patient capital that values steady compliance fees and a partner group that stays in place. It often prefers to keep the firm's name and culture and to structure for the long hold.
Usually a smaller, more focused buyer, often reaching for a single practice or a niche. It works within specific lending and ownership rules, and often wants a longer transition period alongside you.
Buyer archetypes adapted from The Buyer Lane Preparation Map, Cordis Institute. The Cordis MRI runs your own financials through each lane before you choose one.
Almost all of it can be done before any buyer is involved. Started early, each item shows up in the price as value. Started late, the same item shows up as a holdback.
Update the buyout formula, retirement obligations, non-solicit terms and the vote a sale requires. Decide how unfunded deferred compensation will be paid.
Put a second partner or manager in every major client relationship. Set retirement dates. Hire or promote the managers who will run busy season.
Engagement letters for every client. Revenue, realization and retention reported by partner and service line. One-time work separated from recurring fees.
Test the firm against each buyer lane, decide whether the attest practice stays, moves or stands alone, and prepare what the chosen buyer reads first.
Owners hesitate to make this call for one reason: what happens if the team, a customer or a competitor finds out. So the rule is simple, and it holds from the first email.
You see the return, the entity structure and the estate plan. We see how a buyer will read the same company. A Value Protection Study gives your client a buyer's view of the business while there is still time to act on it, and keeps you at the center of the plan.
A range, and where you land depends on the buyer reading the firm and the structure of the deal. Recurring compliance fees, client retention, partner ages and transition plans, staff depth and the share of advisory revenue drive most of it. The Cordis MRI runs your own numbers through each buyer lane and shows the range before you commit to one.
Not directly in the attest practice in most states, which require that licensed CPAs hold a majority of a CPA firm's ownership. Investors usually buy the non-attest business through an alternative practice structure, and a separate CPA-owned firm keeps the audit and attest work. Rules differ by state, so confirm the details with your attorney and your state board.
Sponsor-backed accounting platforms adding firms, investors creating new platforms, larger CPA firms, family offices, and search funds or independent sponsors. Listed companies are rare buyers because of the attest ownership rules. The firms on the 2026 Top 100 reported 225 mergers for 2025, up from 122 in 2024.
In a private equity transaction they usually stay with a CPA-owned attest firm that operates alongside the investor-backed company. Some clients receive both attest and non-attest services and may need to choose, depending on independence rules. Mapping those clients early lets you plan each move with the partner who owns the relationship.
As a liability that has to be resolved. A buyer may require the obligation to be paid at closing, reduce the price by its value, or assume it on negotiated terms. Settling the amount and the funding plan before a process gives you the choice instead of the buyer.
Retention is something a buyer will price, often through a payout tied to the clients who remain. Clients stay when they already know the people who will serve them, so introducing a second partner or manager into each major relationship ahead of a sale protects both the clients and the price.
A market process commonly runs six to nine months, and timing around busy season matters. Most firms plan launch and diligence for the quieter months. The partner agreement, the transition plan and the clean financials take longer, often one to three years, and those set the outcome.
It depends on what the partners want for themselves, their staff and their clients after closing. A firm merger, an add-on, a new platform and a family office each treat the partner group, the firm's name and the attest practice differently. Deciding which lane fits before going to market is one of the most valuable choices in the process.
One call about your company and your timeline. You decide what happens next.