Got a PE / roll-up / DSO offer on your Illinois accounting business?

Model the retention holdback on your actual loss history, not on their hope. A hypothetical $1.1 million price at 1.2x revenue with a 25% two-year holdback is $275,000 that depends on April.

Read who owns client relationships after close. If they rebrand immediately and you are on a short consulting agreement, retention risk is yours while control is theirs.

Read WIP and prepaid. Platforms will not pay you for work you have not billed and then also keep the cash. Pick a definition.

Read partner economics if you have any. Internal buy-sell agreements can conflict with a PE letter. Resolve that before exclusivity.

Licensed CPA path, peer review, and independence are counsel issues. Client confidentiality and notice timing are not a LinkedIn post. Engagement letters may already restrict disclosure.

Entity form (PC, PLLC, LLC) and Secretary of State filings follow the structure. Office leases still need assignment. Bulk Sales is rarely the headline; file custody and tax-season transition usually are.

Tax-season closes are how everyone is miserable and the holdback starts angry. If they want a February exclusive and an April wire, you are selling a crisis, not a firm. Calendar a joint season or wait until one is over on purpose.

WIP and prepaid need one definition. Platforms will not pay you for unbilled work and also keep the cash. Pick the rule in the LOI comments. Silence is how you relitigate in June.

Partner buy-sell agreements can block a PE letter you already emotionally spent. Read your own operating documents first. The partner-buyout guide on this site exists because that fight is common and expensive.

Ask how they will measure retention if they rebrand in month two. If clients leave because of their name, is that your holdback? Write the answer. Silence is how April becomes a grievance.

Peer review and attest work disclosed late add a summer. Disclose them in the first teaser to the right buyers. Hiding a small audit practice inside a tax story is not confidentiality. It is malpractice of process.

Internal partners who have not read the buy-sell will perform their surprise during your exclusive. Read the documents first. The partner-buyout guide exists because that delay is a year you do not get back.

Ask what happens to the holdback if they change pricing or minimums after close and clients leave. If that is your problem, you sold control and kept risk. Write the opposite, or do not count the holdback as price.

A February exclusive that dies in March wastes a year more reliably than a slow local CPA. Calendar on purpose. Tax season is a tool or a weapon. You choose which by when you sign.

Bring the LOI. We will talk retention rules, peer review, and whether a local successor is still allowed to exist. No upload. Success fee if you engage. No listing retainer either way.

Bring the letter and a one-page revenue mix. We will talk holdback rules, peer review, and whether a local successor is still allowed to exist. No client-file upload. Ever.

If the AMS is a shoebox, the holdback will be large and the calendar will be long. Name the shoebox in week one so the letter can price it instead of discovering it.

Accounting aggregators and PE-backed platforms buy Illinois firms when there is a team, some advisory or caseload mix, and a managing partner who is not the entire production. The letter will sound simple. The holdback will not be. Model the retention holdback on your actual loss history, not on their hope. A hypothetical $1.1 million price with a 25 percent two-year holdback is $275,000 that depends on April. Illustration, not a quote. Bring the LOI to /contact.

They will ask about realization, work-in-process, and whether your top ten clients are a loud share of the book. They will also ask about attest work and peer review — because that changes who can legally buy you. Disclose attest work in the first teaser to the right buyers. Hiding a small audit practice inside a tax story is not confidentiality. It is malpractice of process.

BizBuySell’s 0.7× revenue multiple from Q2 2026 is a market-wide listing average, not a CPA-firm quote. Solo tax shops usually sell to another CPA, not to a platform. Platforms want staff. See sell my CPA firm. We will not invent a “going” revenue multiple. The holdback rules are the number that matters after the headline.

EPI’s 5 percent figure on documented exit teams is visible here. CPA owners often have every credential except a process. A platform email is not that process. Internal buy-sell agreements can conflict with a PE letter you already emotionally spent. Read your own operating documents first.

Licensed CPA path, peer review, and independence are counsel issues. Client confidentiality and notice timing are not a LinkedIn post. Engagement letters may already restrict disclosure. Read them before you email a platform a client list. That read is a day. The alternative is a year.

Entity form — professional corporation, PLLC, LLC — and Secretary of State filings follow the structure. Office leases still need assignment. Bulk Sales is rarely the headline. File custody and tax-season transition usually are. Form CBS-1 still exists when furniture and equipment transfer as a bulk asset sale.

This is not CPA ethics advice. Your counsel and the applicable ethics rules are the authority. We flag process. Partner groups that have not read their own buy-sell will perform the reading during your exclusive. Read first. The surprise is never cheap and never fast.

Client notice too early starts shopping. Too late starts ethics conversations. Counsel times it. We do not use a portal blast as a substitute for a successor introduction. See SBA close-or-sell guidance on records and professional help — then apply it to workpapers, not to a shop inventory.

Educational only. Not legal or tax advice. Platforms do not waive Bulk Sales, Secretary of State filings, license updates, or lease assignment. We work on a success fee — no upfront listing fee.