How to Buy an Accounting and Bookkeeping Firm: Pricing, SBA Financing, Diligence, and Deal Terms

Buyers want an accounting and bookkeeping firm because client fees repeat every month and every filing season. They get burned when those clients follow the departing owner instead of staying with the firm. The whole decision comes down to how much of the revenue is recurring and who holds the relationships.

The pricing data shows what buyers pay up for. Recurring fees above 60% of revenue add 1.0x to 2.0x to the multiple. Client accounting services and outsourced CFO work add 0.5x to 1.5x, and that revenue is valued at 1.5x to 2.0x the multiple of seasonal tax preparation. Client retention above 90% adds 0.5x to 1.0x. Staff depth, with realization in the mid-to-upper 80s, adds another 0.5x to 1.0x.

Where buyers lose money

• Owner-held relationships. Advisory revenue held by one partner takes 1.0x to 2.0x off the multiple. If the seller does the work and takes the calls, you are buying a client list that has not yet agreed to work with you.
• Concentration. A client above 20% to 25% of fees drives a 15% to 30% discount, and above 35% it puts a hard ceiling on cash at close. A clean firm has no client above roughly 10% of fees and its top ten below 35%.
• Seasonality. A heavy tax-compliance mix costs 0.5x to 1.0x. Recurring revenue below 40% pushes the firm to gross-fee pricing.
• Attest work. Audit and review revenue brings independence reviews and licensing coordination that slow closing.
• Culture. Staff who leave after closing take client knowledge with them. Deals in this sector fail on culture as well as numbers.

Where accounting firms for sale are listed

Listing marketplaces and practice broker sites carry active listings for each accounting firm for sale, showing asking price, gross revenue, and a cash flow or SDE figure. A listing tells you only what the seller chose to present. Other practices change hands off-market, through a blind profile shared only with buyers who have signed an NDA and shown capital. Sourcing both channels widens the set of firms you can compare.

Who you compete against

For practices in the sold-business range, with SDE between $124,753 and $357,273, the competing buyers are individual CPAs working through practice brokers, regional CPA firms and local practitioners, and search funds and independent sponsors. PE-backed platforms bid on larger firms, in the $2M-and-up enterprise value bands. Those platforms include Citrin Cooperman (Blackstone), Aprio (Charlesbank), CRI (Centerbridge and Bessemer), Baker Tilly (Hellman & Friedman and Valeas), Grant Thornton (New Mountain, CDPQ, OA Private Capital), Sikich (Bain Capital), Cherry Bekaert (Parthenon), and EisnerAmper (TowerBrook). See who buys accounting and bookkeeping firms for how each group prices a deal.

A small accounting practice costs 1.61x to 2.66x its SDE at the lower and upper quartiles of closed deals, with a median of 2.04x and a median sale price of $425,000. Larger firms price on adjusted EBITDA instead. BizBuySell data on accounting, CPA, and tax practices sold from 2021 to 2025 gives the small-practice benchmarks.

Ad Astra Equity publishes ranges by firm size and revenue mix. The earnings basis changes with firm size, so apply each multiple only to the earnings figure it is quoted on.

Worked example: pricing a $450,000 SDE practice

Take a target with $1,800,000 of revenue and $450,000 of SDE. At the 2.04x median SDE multiple, the asking price is $450,000 × 2.04 = $918,000. The quartile range runs from $450,000 × 1.61 = $724,500 to $450,000 × 2.66 = $1,197,000. Where it lands in that range depends on recurring mix, retention, and concentration.

Watch for a seller who prices off revenue. The median revenue multiple of 1.02x applied to $1,800,000 gives $1,836,000, which is $1,836,000 less $1,197,000 = $639,000 above the upper-quartile SDE price. Also note that this firm's revenue sits above the $771,527 upper quartile of sold practices, so check its margin against the full valuation picture at what an accounting and bookkeeping firm is worth. When an ask is built from revenue, rebuild it on verified SDE before you write an LOI, and put the SDE math in your offer letter so the seller sees the basis.

You finance an accounting firm with an SBA 7(a) loan of up to $5,000,000. Under SOP 50 10 8.1, in force since October 1, 2026, the loan requires a 10% equity injection on a complete change of ownership and 1.25x debt service coverage on historical results. Accounting and bookkeeping firms are SBA eligible. These are the rules the lender applies:

• Equity. You inject 10% of total project cost, meaning every cost required to complete the change of ownership. Up to half of it may be a seller note on full standby, so 5% buyer cash plus a 5% standby seller note is common. A standby note pays no principal or interest for the entire life of the 7(a) loan and is documented on SBA Form 155. Interest may accrue and is paid after the SBA loan is retired.
• Coverage. SBA requires at least 1.25x for an Initial Acquisition. That means EBITDA divided by combined post-transaction debt service, measured on the last fiscal year or a two-year average. Projections cannot be used to meet it. The standby note is excluded from debt service. Any interest-only seller note is amortized over no more than 10 years for the test.
• Valuation. When the business purchase price is above $350,000, the lender must order an independent valuation from a Qualified Source holding an ASA, CBA, ABV, CVA, or BCA credential. The valuation is prepared for the lender. The SBA loan plus any seller debt not on full standby cannot exceed that valuation.
• Term and rate. The acquisition portion amortizes over 10 years. For loans above $350,000, the variable rate is capped at base rate plus 3.0%. With WSJ prime at 7.00% since September 17, 2026, that cap is 10%.
• Guarantee and collateral. Every owner of 20% or more personally guarantees the loan. Above $50,000, the lender takes business assets first. If those do not fully secure the loan, it also takes equity in personal real estate, unless that equity is below 25% of fair market value. An accounting practice has few hard assets, so plan for the lender to look at your home equity.

Worked example: the $918,000 practice

Assume total project cost equals the $918,000 price. Closing costs and a financed guarantee fee would raise the base the 10% is figured on.

The $100,000 of cash exceeds the $45,900 cash floor by $100,000 less $45,900 = $54,100, and that surplus reduces the loan. The fee uses the FY 2027 tier for loans of $700,001 to $5,000,000, which is 3.5% of the guaranteed portion up to $1,000,000. SBA guarantees 75% of a loan above $150,000, so the guaranteed portion is 75% × $772,100 = $579,075, and the fee is 3.5% × $579,075 = $20,267.63, which rounds to $20,268. Because the price is above $350,000, the lender orders an independent valuation. If the valuation comes in below $918,000, the gap must be covered by more cash or more debt on full standby.

For the coverage test, the lender turns the $450,000 SDE into EBITDA by subtracting a market-rate salary for whoever runs the firm. It then divides that EBITDA by the annual payment on the $772,100 loan. Run your own numbers in the acquisition calculator before you sign an LOI. If a weak tax season dragged down the last fiscal year, ask the lender to test the two-year average.

If you already own a practice

An existing firm that buys another in the same industry group is a Business Expansion, and a Business Expansion carries a 1.15x coverage minimum. The lender may also reduce or eliminate the 10% injection after documenting three things: sufficient liquidity, no negative net worth at the last fiscal year end, and no permanent working capital in a 7(a) term loan within 90 days. Equipment financing plays little part here because a practice runs on software subscriptions and workstations, not heavy assets. An SBA Quality of Earnings report becomes mandatory only at a business purchase price of $3,000,000 or more.

Verify two things in diligence: that the reported SDE ties to bank deposits and tax returns, and that the fees will stay once the owner stops doing the work. Everything else is detail under those two questions.

Reading a listing's SDE before the LOI

SDE is net profit plus one owner's full compensation plus documented add-backs. Check four things before you accept a listing's figure:

• Count of owners. If two partners or a spouse draw pay, only one owner's pay is added back. The other is labor you will have to replace.
• Related-party rent. If the seller owns the building, rent paid to the seller gets normalized to market.
• One-time items. These need invoices behind them.
• WIP and AR. Unbilled work and receivables shift revenue between periods, so test both.

On larger firms valued on EBITDA, the partner-comp scrape replaces partner draws with a market-rate manager salary. Ad Astra notes that the scrape plus one-time items can move reported EBITDA by 10% to 30%. The add-backs guide covers which items survive a lender's review.

The trade-specific diligence list

1. Client-by-client fee schedule for three years. Flag any client above 10% of fees and check that the top ten stay below 35%.
2. Recurring versus seasonal split. Separate monthly bookkeeping, payroll, and client accounting services from annual return work. Recurring revenue below 40% means gross-fee pricing, not an earnings multiple.
3. Retention. Compare client rosters year over year. Retention above 90% supports the price, and a lower figure argues for a lower one.
4. Relationship map. For each top client, find out who does the work and who takes the calls. A firm where staff hold the relationships transfers better than one where the seller holds them.
5. WIP and AR aging. Tax-season billing piles up receivables in spring. Set a working capital target in the LOI so you do not pay twice for the same collections.
6. Realization. Compare billed hours with standard rates. The mid-to-upper 80s indicates disciplined pricing.
7. Cash proof. Tie deposits to tax returns to reported revenue for the trailing twelve months and the last two fiscal years. This matches what an SBA Quality of Earnings report must include at $3,000,000 and above.
8. Attest exposure. Measure the share of revenue from audits and reviews, and confirm the CPA ownership and firm registration that work requires.
9. Engagement letters and file consents. Confirm that client engagements and records can move to your entity.
10. Staff and liability. Review credentials, employment terms, and any claims history on professional liability coverage, including who buys tail coverage.

Capital items found in diligence, such as an overdue software migration or worn workstations, come off the price. They do not reduce SDE before the multiple is applied, so negotiate them as a dollar credit in the purchase agreement.

When you buy an accounting practice, five terms protect you: licensing structure, client retention protection, seller transition, restrictive covenants, and the lease. Licensing comes first because it decides whether you can own the firm at all.

Licensing transfer

CPA firms are licensed by the state board of accountancy. Attest work requires CPA ownership and firm registration. That license does not transfer to a buyer like an asset, because the buying entity has to qualify on its own. Bookkeeping and tax-only practices without attest work generally do not need a CPA-licensed firm, so a non-CPA can own them directly. PE platforms use an alternative practice structure, in which the licensed attest entity sits apart from the advisory entity the sponsor owns. If you are not a CPA and the target signs audit or review reports, you can partner with a licensed CPA under that kind of structure, or carve the attest work out before closing.

Client retention protection

A seller note on full standby pays nothing during the SBA loan's life, so it cannot be used to adjust for lost clients. Retention protection has to be built some other way:

• Price adjustment before close. Tie the final price to clients who have signed engagement letters with your entity.
• Non-standby seller note with offset rights. This note counts against the valuation cap and is included in the coverage test.

Seller transition

Write the transition around the calendar. The seller should stay through at least one full filing season and personally introduce every top-ten client. A separate consulting agreement should define the duties and the pay. Staff move with the deal according to how it is structured, which is covered in whether employees transfer when a business is sold.

Non-compete and non-solicit

Ask for a non-compete plus separate non-solicits covering clients and staff. A seller who opens a solo practice across town and takes the relationships back costs you more than any working capital adjustment.

Lease

Confirm that the office lease can be assigned, get landlord consent before closing, and reset related-party rent to market so it matches the normalized SDE you paid for.

Put all five terms in the LOI, not just the purchase agreement, so the seller and the SBA lender see the structure before the 60 to 90 days of diligence and closing begin.

Munera fits through Acquisition Launch. We source off-market deals for buyers and introduce them to lenders who underwrite acquisitions under SOP 50 10 8.1. Our deal range is $1M to $30M in enterprise value.

On the sourcing side, owners in our process are not publicly listed. A practice is shared only with buyers who have signed an NDA and been vetted for capital and fit, using a blind profile until the buyer qualifies. Munera's network includes 4,000+ buyers and more than 1,000 owner conversations a month across all 50 states, with $200M+ in closed transactions. When a business matches an active buyer client, the buyer pays Munera's fee and the seller pays nothing.

On the financing side, Acquisition Launch introduces lenders, so you can size the injection, the standby note, and the 1.25x test against a specific target rather than a guess. A signed LOI typically moves to close in 60 to 90 days, depending on financing and diligence. A financing problem found during diligence costs weeks you do not get back.

Start by running your cash, target SDE, and seller note assumptions through the acquisition calculator. Then bring those numbers to a first call with Mike Ehde about your Acquisition Launch search.