An accountancy practice is built on the trust clients place in you, often over many years. That trust is what a buyer pays for, and it's what makes a sale delicate, because clients aren't bound to stay and a buyer knows it.
This guide covers selling an accountancy practice in the UK, mainly in England. It goes through the fees a buyer looks at and how to keep clients, then money laundering supervision, your professional body's rules, client data and insurance. It doesn't give valuation multiples, and it doesn't cover tax.
Recurring fees and one-off work
A buyer of a practice is buying future fees. So one of the first things they'll do is split your fee income into work that comes back every year and work that may not.
| Type of work | Examples | How a buyer sees it |
|---|---|---|
| Recurring | Annual accounts, tax returns, payroll, bookkeeping, company secretarial work | The core of the value, as long as the clients stay |
| One-off | Advisory projects, a client's business sale, a single tax enquiry | Welcome, but harder to rely on in future years |
Within the recurring work, expect a buyer to look at these.
- How many clients there are, and how fees are spread across them. A few large clients make the whole fee base less secure.
- What each client pays, and when fees were last reviewed.
- How the work is charged, such as fixed monthly fees or a bill when the work is done.
- Work in progress and unpaid fees, and how quickly clients pay.
- Which clients deal only with you, and which also deal with your staff.
- The quality of your files and working papers.
If one-off work has made up a large part of your income, show it separately in the figures you give a buyer, so the recurring base is clear. Our guide to goodwill explains why fees that rely on you personally are worth less to a buyer than fees that rely on the firm.
Selling the practice or selling its fees
There are two broad ways to sell. If your practice is a limited company, the buyer can buy your shares. The company carries on with its clients and staff, and with its history, including any claims about past work.
If you're a sole practitioner or a partnership, or you only want to sell part of the practice, you'll usually sell the fees instead. That means selling the right to introduce your clients to the buyer and recommend them, with the goodwill and sometimes the staff and premises. Our guide to share sales and asset sales covers the general differences. In a practice, the biggest one is what happens with clients. In a share sale, the engagement letters stay with the company. In a sale of fees, every client has to agree to move.
Clients choose their accountant
ICAEW's guidance on buying and selling fees starts from the point that clients have the right to choose their accountant. So what a buyer pays for is an introduction and a recommendation from you, and the chance to win each client's work. In practice, a sale of fees involves these steps.
- Before you share detailed client information, you and the buyer sign a confidentiality and non-poaching agreement, including a promise that the buyer won't use the information against you.
- You get clients' authority before disclosing their confidential details.
- You tell each client who will be taking responsibility for their work, and they agree before the buyer starts.
- Where formal steps apply, such as resigning as a client's auditor and the buyer being appointed, you follow them.
- The buyer issues new engagement letters.
How you introduce the buyer matters. A letter from you with a clear recommendation helps, and some clients will want a call or a meeting as well. A sale can include a period when you stay on as a consultant to make the introductions, with your hours and pay agreed in advance and the buyer able to reduce your involvement if it isn't helping.
Paying for the clients who stay
Because clients can leave, the price for a practice can be paid over time, and part of it can be reduced if fees fall short of what was expected. That reduction is called clawback. ICAEW's guidance suggests agreeing a maximum, so you know the most you could lose. Payments spread over several years can also carry interest, since in effect you're lending the buyer money.
Our guide to earn-outs and deferred consideration covers how deferred payments work and how to protect them.
The agreement should also say whether you can keep acting for any clients, and whether you pay the buyer something if a client you sold comes back to you. It will normally stop you competing for the clients you've sold, or approaching them, for a period. Our guide to restrictive covenants covers what's reasonable.
Money laundering supervision on a change of owner
Every accountancy firm covered by the Money Laundering Regulations has to be supervised. Your supervisor is either HMRC or a professional body listed in the regulations, such as ICAEW, ACCA, AAT or the Chartered Institute of Taxation.
If HMRC supervises you, its guidance says a registration can't be transferred from one legal entity to another. If the business changes hands, the new owner must register with HMRC and you must cancel your registration. In a share sale the company stays the same legal entity, so its registration carries on, but the change of ownership and any new directors must be reported within 30 days. Changes of nominated officer or compliance officer must be reported within 14 days.
Whoever supervises the firm, the regulations say the supervisor must approve anyone who is a beneficial owner of an accountancy firm, and anyone who is an officer or manager. Acting in one of those roles without approval is a criminal offence. A buyer should get that approval before completion. If a professional body supervises you, ask it early how it handles a change of ownership.
The government has decided that the Financial Conduct Authority will take over money laundering supervision of accountancy firms from HMRC and the professional bodies. The change needs legislation, and in June 2026 the government was still setting out how it would work, so check who supervises you when you come to sell.
Checks on clients don't transfer automatically either. Each firm is responsible for its own customer due diligence. ICAEW's guidance says a buyer may rely on the seller's checks if the seller agrees in writing and the accountancy sector's guidance is followed, but the buyer is responsible for the checks from then on.
Your professional body's rules
If you're a member of a professional body, its rules apply to the sale alongside the law. ICAEW's guidance on selling fees points members to its Code of Ethics on confidentiality and on clients' right to choose. Two practical points follow from it. The buyer can only carry on using your firm's name, or refer to it, with your agreement. And regulated work, such as audit and insolvency appointments, has formal steps for resignation and appointment that have to be followed client by client. If you belong to another body, such as ACCA or AAT, check its own rules on the same points before you talk to buyers.
Client files and data protection
Your client files hold personal data about clients and the people connected to them, such as family members and employees. Moving them to a buyer is data sharing, and the Information Commissioner's Office says it must be considered as part of the due diligence in a merger or acquisition.
Both of you need a lawful basis for the transfer. ICAEW's guidance suggests legitimate interests will often be the right one, meaning your interest in selling and the buyer's in growing, though consent may suit some clients. Check what your privacy notice says about selling the practice. If it says nothing, take reasonable steps to tell clients about the change.
The ICO's code also asks you to work out exactly what data is moving and to document the sharing. Where client data is moving between different systems, get technical advice first, because data can be lost or corrupted in the move. ICAEW's guidance adds that ownership of the old files, and access to them if there's ever a claim, should stay with you, even if the buyer looks after them.
Professional indemnity insurance and run-off cover
Professional indemnity insurance is written on a claims-made basis. It covers claims made while the policy is in force, whenever the work was done. So if you stop practising and a former client brings a claim a few years later, the policy you had when you did the work won't help unless cover is still in place.
That's what run-off cover is for. ICAEW's regulations require the members of a firm that stops practising to have cover in place for at least two years afterwards, and to take all reasonable steps to keep it for a further four. Run-off still costs money after your fee income has stopped, so put it in your sums before you agree a price.
In a sale of fees, ICAEW's guidance says a buyer would be advised not to take on liability for work done before the sale, so that liability stays with you. In a share sale, the company keeps its own history, so the buyer will rely on warranties from you and on the company's own cover.
Your team
In a share sale your staff stay employed by the company. In a sale of fees where staff move with the work, they'll usually transfer to the buyer on their existing terms under TUPE, and there are duties to inform and consult them. Staff who know your clients well can help keep them, so think carefully about when they're told and who tells them.
Getting ready to sell
- Split your fees into recurring and one-off work for the last three years.
- Check every client has a current, signed engagement letter.
- Bring your client due diligence records and files up to date.
- Read your privacy notice and your insurance policy's terms on run-off.
- Ask your money laundering supervisor how it handles a change of ownership.