Onward

Learn · Selling · Step 1. Build your team

Finding an accountant and M&A attorney who've done this before

The short version

What "done this before" means

Four things matter. They have closed business sales recently. They have worked on the seller's side. The businesses were close to yours in size. And they can tell you roughly how many.

A large firm is not required. A lawyer or accountant who closes a few sales like yours every year may be a better fit than a firm built for much larger deals.

Where to find names

Check them yourself

Every state keeps a public record of licensed attorneys and any discipline. Every state board of accountancy keeps a public record of licensed CPAs. Search your state's name with "attorney lookup" or "CPA license lookup." Confirm the license is active and read any disciplinary history.

Your current accountant

Your current accountant may be the right person. They know your books and your history. That is a real advantage when buyers start asking questions.

Your current accountant may also suggest bringing in a specialist. Many accountants who do excellent tax and bookkeeping work have never handled a business sale. Saying so is a sign of a good advisor.

Both paths work. The question is whether they have done this before.

How they charge

Common structures are an hourly rate, a flat fee for a defined stage of the work and a retainer paid up front. Many advisors combine them.

Ask for an estimate by stage: the [letter of intent](/learn/reference#letter-of-intent "The offer document. It sets out the price, the structure and the main terms, and starts diligence."), the purchase agreement, closing. Ask what is not included. Ask who will do the work day to day, and at what rate.

Who they represent

Your attorney should represent you alone. Ask whether they have any connection to the buyer or the buyer's lender. If they do, that is a conversation to have before you hire them, not after.

When you are ready to talk to someone

Nobody needs to know you read this. When you are ready, these are the questions to bring.

For the attorney:

  1. "How many business sales have you closed in the last three years, and how many for sellers?" Listen for: a clear number, not "plenty." Most of them should be on the seller's side.
  2. "What size were those businesses?" Listen for: businesses close to yours in size. Much larger deals run differently, and so do their fees.
  3. "Have you worked in my industry?" Listen for: examples, or an honest no and how they would get up to speed. Industry matters most where licenses, contracts or regulations have to transfer.
  4. "How do you bill, and what would you expect each stage to cost?" Listen for: an estimate by stage, in writing. Be wary of an attorney who will not give any estimate.
  5. "Who else at your firm would work on this?" Listen for: names and roles. The person you meet should not disappear after you hire them.

For the accountant:

  1. "Have you worked on the sale of a business before? How many, and how recently?" Listen for: recent sales, not only years of tax returns for businesses.
  2. "Can you explain how an asset sale and a sale of the company would be taxed differently for me?" Listen for: a plain explanation you can follow. An accountant who cannot explain it simply may not have done it often.
  3. "Can you help prepare financial statements a buyer and a lender will read?" Listen for: a yes, and what they would change about how your numbers are presented now.
  4. "How do you bill for this kind of work?" Listen for: a clear structure and an estimate, separate from your usual tax work.

When you’re ready

How a sale actually happens, in plain language — before you decide anything. Make a free account — nothing is shared