If you’ve been running an accounting practice for 20 or 30 years, you’ve thought about what comes next. Maybe you want to step back entirely. Maybe you’d like five or 10 more years doing what you love, preferably without the operational weight. Maybe you’re thinking about who will fill your shoes and what will become of the relationships and the business that you’ve built.
Whatever your version of “next” looks like, the offers are coming. Private equity investment has skyrocketed over the past five years, with more than 500 firms around the world being impacted by PE investments in 2025 alone—up from less than 80 in 2021. There’s more money chasing retiring partners than at any point in the profession’s history, and the pitch is always some version of the same thing: take the payout, we’ll handle the rest.
I’ve spent nearly 20 years acquiring accounting firms, and here’s what I’ve learned: what happens after the deal is signed is just as important as the purchase price. Most deals today include earn-outs or deferred payments tied to client retention and revenue targets over two to three years after close. That means your ultimate payout depends on the ongoing success of your firm. And even if the money weren’t a factor, no one wants to spend decades building something just to watch it get hollowed out by a soulless private equity firm.
So before you sign, you have to ask the right questions.
1. What Does Ownership Look Like?
Most acquisitions will strip you or your successor of any incentive to keep building something that is yours to keep. You sell 100% of the equity. You get a payout. Maybe you stay on for a transition period as a salaried employee, then hand it off to another employee. Suddenly the person running the firm has no skin in the game.
Whether you plan to stay on or to hand off to a successor straight away, ask the buyer whether their offer will preserve genuine ownership for the person who actually runs the firm. Will they hold enough equity to align their interests with that of the firm?
The best acquisitions aren’t just acquisitions; they’re partnerships. Something like a 49% to 51% ownership split may sound drastic, but it’s just good business. I call it the Partner-Owner-Driver model. When the partner’s own business is at risk, the success of the business becomes their personal priority. That’s the kind of leadership you want behind your practice.
2. What’s the Time Horizon?
Private equity funds typically operate on a three-to-seven-year cycle. They raise capital, deploy it, improve the asset, and sell it. This works well in many industries. But accounting is a relationship business, and relationships don’t compound on a seven-year clock. Your clients chose you. They stayed because you earned their trust over years, sometimes decades. When the entity that owns the firm changes hands every few years, that trust gets tested every time.
A good buyer thinks in decades, not quarters. Ask them how long they intend to own and how they intend to exit. Then, ask them how the onsite leadership fits into that high-level plan. You or your successor should get long-standing agreements that are designed to renew so that the future of the operating partner and that of his firm are intertwined. Ten years is a good starting point.
3. What Does Support Look Like?
If you run a $2 or $3 million practice, you probably don’t have a dedicated HR function, technology team, compliance audit, and recruitment pipeline. Odds are you’re covering all of those functions in the margins or on weekends. Odds are you’d rather not be doing it at all.
The right acquirer can offer access to a management team that takes care of everything you or your successor doesn’t want to do. They do so at a quality and scale your practice could probably never afford on its own. And the operating partner gets freed up to spend their time on the two things that actually matter: their people and their clients.
But there’s a fine line between support and centralization. In the more common scenario, the acquirer shows up, overhauls your billing rates, layers in new governance and reporting requirements, and reshapes your practice around their operating model. This makes perfect sense in a corporate office far from the practice. In the real world where your team and your clients do business, they’ve simply gutted all the processes that made your firm successful in the first place. Don’t just ask what support they offer and what the fee will be; find out what they’re willing not to do to keep out of the way of your business.
4. Where Does the Debt Sit?
In some deal structures, the debt used to acquire your firm ends up on a consolidated balance sheet on the parent level. That debt is far removed from your practice and pooled with the debt from dozens of other acquisitions. Your firm’s cash flow is not just servicing its own acquisition cost, but contributing to a broader debt load you can’t see or control. If the parent over-leverages and can’t meet its obligations, the deferred payments owed to you are at risk. So is the stability of the practice.
The alternative is acquisition debt at the operating-business level, secured against that specific business and its partner. The people running the firm can see exactly what is owed, how it’s being paid down, and when it’s settled. If something goes sideways elsewhere in the portfolio, your practice isn’t collateral damage. Ask the buyer to show you, in plain terms, where the debt lives and what it’s secured against.
The Bottom Line
The through-line across all these questions is the same: Does the deal protect what made your firm valuable in the first place?
Your clients didn’t hire a balance sheet. They hired you, the people you trained, the judgment you built over decades. The right acquirer doesn’t just see recurring revenue with resale potential. They see a practice built on relationships, and they structure the deal to keep those relationships intact.
===
Brett Kelly is the Founder and CEO of Kelly+Partners (ASX:KPG), a specialist accounting network serving more than 25,000 SME clients across 38 locations in Australia, the United States, Hong Kong, India, and Ireland. Brett has 25 years of commercial and professional accountancy experience, of which he has spent the last 20 leading Kelly+Partners at a 30% average rate of revenue growth per year, and is the best-selling author of four books.
Sign in to get access to this free resource, and all of our whitepapers and reports.
Download this content today!
Register Now Already registered? Click here to Log In
