Selling a service company is a milestone for many entrepreneurs — the culmination of years of work, team-building, and earning client trust.
As shown by the experience of Maciej Paraszczak, CEO and founder of Meritoros, one of the largest accounting firms in Poland, selling a service business — especially an accounting company — is not just a transaction. It’s a strategic process that begins long before the contract is signed.
Unlike manufacturing or e-commerce businesses, the value of accounting and other service firms lies not in tangible assets, but in relationships, trust, and recurring revenues.
Before you start looking for a buyer, it’s essential to understand how buyers think — the so-called strategic acquirers — and how to structure your company to be attractive to them.
Drawing on insights from Paraszczak, who has successfully completed several acquisitions in the accounting sector, let’s take a closer look at how to sell a service company — using the accounting company market as an example.
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Why Selling an Accounting Company Is a Strategic Process (Not Just a Transaction)
Many accounting company owners view selling their firm as a one-off event — signing the contract, transferring clients, settling accounts.
From the buyer’s perspective, however, it’s part of a long-term growth strategy, not a one-time purchase.
The Buyer’s Perspective: Acquisition as a Growth Strategy
Meritoros grows through acquisitions (M&A). Every purchase of a new accounting company is a deliberate step in a broader expansion plan:
“One of our pillars of growth is M&A. We have a clearly defined plan and know exactly which firms we want to acquire,” says Maciej Paraszczak.
For a business owner, that’s an important lesson:
you need to know who you’re selling to — and what that buyer values most.
Key Differences Between a Service Company and an Accounting Company
It’s often said that selling a service business is harder than selling a product company.
In the accounting world, this is especially true — the company’s entire value often depends on client relationships and the team’s expertise.
“These businesses are usually built around the owner — their personal brand, relationships, and skills. When the owner leaves, the entire structure can collapse,” Paraszczak notes.
That’s why, when preparing an accounting firm for sale, it’s crucial to ensure that the team operates independently, and that contracts and processes are standardized.
Only then will investors see the firm as stable, scalable, and ready for integration.
Who Buys Accounting Companies — and What They Look For
Buyers in the accounting sector are rarely random investors. They’re usually strategic acquirers from the same industry looking for synergy and integration opportunities.
They assess factors such as:
- whether the firm uses compatible accounting software (e.g., Comarch Optima),
- the client service model (local vs. remote),
- the stability and recurrence of revenues (recurring subscription income).
Aligning your processes, technology, and standards with what buyers expect can significantly increase both attractiveness and valuation.
Sometimes it’s worth updating your systems or contract structure in advance to make integration smoother.
A Long-Term Perspective: Selling Starts Years in Advance
The most common mistake? Wanting to sell “right now.”
A well-prepared sale of an accounting firm usually starts two to three years in advance — organizing documents, systems, and the team.
Entrepreneurs who adopt best practices early (standardized contracts, inflation clauses, electronic signatures) achieve higher valuations and faster transactions.
How to Prepare Your Accounting Firm for Sale
Buyers pay for the future, not the past.
They assess how stable and independent the business will be post-acquisition.
Preparation should focus on three key areas:
1. Organize Contracts and Clients
- Implement transferable long-term contracts.
- Add inflation indexation clauses.
- Use electronic signatures (e.g., Autenti).
- Clarify termination and billing terms.
Each of these details improves valuation — every “quality point” matters in the buyer’s scoring model.
2. Build an Independent Team
A team that functions without the owner is the firm’s greatest asset.
Buyers look closely at organizational structure, employee retention, and leadership capacity.
3. Embrace Automation
Technological compatibility with the buyer’s systems (e.g., Comarch, enova365) simplifies post-acquisition integration and can make or break a deal.
How Accounting Companies Are Valued
In the accounting industry, traditional EBITDA multiples rarely apply.
What really counts is the quality of assets — clients, people, and processes.
Meritoros uses a “price-per-asset” model:
“We buy an organized part of the enterprise — contracts, software, people, and clients. We assess their quality, not just the financial results,” explains Paraszczak.
Valuation depends on:
- the quality and duration of client contracts,
- stability of recurring revenues,
- staff independence and competence,
- standardization of processes and IT systems,
- client retention risk after the sale.
What Buyers Check — Due Diligence for Accounting Firms
Before the deal closes, buyers conduct due diligence — a detailed audit of the business.
Main Areas of Review:
- Client contracts: validity, transfer clauses, inflation adjustments, e-signatures.
- Team: independence, turnover, and key personnel competence.
- Technology: software compatibility with the buyer’s systems.
- Revenue: client portfolio structure, recurring income, diversification.
Each factor affects valuation.
Manual processes, outdated systems, or weak contracts can significantly reduce the offer price.
Deal Structure: Asset Deal (ZCP) vs. Share Deal (SPA)
Buyers such as Meritoros typically prefer acquiring an organized part of the enterprise (ZCP) instead of purchasing company shares (SPA).
Why?
- The buyer acquires specific assets — clients, team, contracts, systems.
- They avoid legacy liabilities (loans, grants, tax risks).
- The process is simpler and faster.
For the seller, this means carefully defining what’s included in the sale and organizing the company’s structure in advance.
Payment Terms: Earn-Outs, Installments, and Fixed Price
Not every deal involves an immediate lump-sum payment.
Common structures include:
- Earn-out: a portion of the price linked to post-sale performance.
- Installment payments: used when the seller exits the industry.
- Fixed price: a single agreed amount paid after closing.
In the accounting sector, earn-outs are rare since most sellers prefer to exit fully.
Therefore, one-time or short-term payments with a defined scope of transfer are most common.
Step-by-Step: How to Sell an Accounting Company
- Preparation and Market Analysis
Decide whether to sell fully or partially. Organize financial and client data. Often start with a financial or M&A advisor.
- Contact with Potential Buyers
Strategic acquirers like Meritoros analyze whether the firm fits their investment criteria — location, IT system, size, client profile.
- Due Diligence and Negotiations
Buyers audit the company’s legal, operational, and technical aspects. The parties agree on the structure (ZCP, SPA, earn-out).
- Closing and Integration
After signing, clients, data, and staff are transferred.
At Meritoros, integration typically takes around six months, ensuring a smooth transition.
Legal and Tax Aspects of Selling an Accounting Firm
Proper legal and tax preparation is as important as the negotiations themselves.
A well-structured transaction helps avoid double taxation and issues with contract transfers.
Ensure that your contracts:
- allow assignment to a new owner,
- include inflation indexation,
- enable electronic signatures,
- are standardized and clearly drafted.
A tax advisor can help determine the most efficient structure — ZCP or SPA — depending on the firm’s legal form and scale.
Post-Sale Integration: People, Systems, Clients
Selling an accounting firm doesn’t end on signing day.
It marks the beginning of a phase that determines whether the deal will truly deliver value.
1. People — the Key Asset
Buyers aim to retain key staff.
Early discussions define who stays, what roles they’ll have, and how to keep them motivated.
Retention bonuses and career paths are common tools.
2. Systems and Technology
Technology integration is often the hardest part.
Firms using the same software as the acquirer enjoy a huge advantage.
3. Clients and Revenue Stability
Maintaining client relationships after the sale is critical.
Transparent communication and seamless service continuity preserve the firm’s value.
Case Study: How Meritoros Acquires Accounting Companies
Maciej Paraszczak has completed numerous acquisitions of accounting firms.
His experience shows that organizational quality matters more than size or short-term profits.
“We’re not interested in acquiring at any cost. If a firm operates under completely different standards or the owner resists change, we simply walk away.”
In practice, this means that even smaller, well-organized firms can achieve better terms and faster integration than larger, disorganized ones.
Key Takeaways and Checklist for Accounting Firm Owners
Selling an accounting firm requires strategy, patience, and preparation.
It’s not just about valuation rather it’s about fit with the buyer’s goals.
Key Lessons
- Start early. Prepare finances and documentation 2–3 years in advance.
- Think like an investor. Standardize processes, empower your team, modernize technology.
- Transparency builds trust. Buyers pay more for clear, predictable operations.
- The team is key. A firm that runs without the owner is worth more.
- Plan integration. Retaining clients and staff ensures real value transfer.
Checklist: How to Sell an Accounting Company
✅ Organize contracts, client data, and system access rights.
✅ Review tax structure and choose the best sale form (ZCP / SPA).
✅ Standardize internal documentation and procedures.
✅ Automate reporting and key processes.
✅ Prepare the team to operate without the owner.
✅ Identify potential strategic buyers.
✅ Plan post-sale client communication.
Selling an accounting firm — like any service business — is a complex process.
The key is preparation, understanding the buyer’s logic, and structuring the business properly before negotiations begin.
At incro, we help accounting firm owners and service businesses organize their finances, prepare valuation data, and increase enterprise value before the sale.
👉 Schedule a free consultation: https://incro.us/contact/
Make sure your accounting company is ready for sale — professionally, calmly, and with full control over the numbers.
