Accounting and CPA practices in Ontario sell on the strength of recurring client billings, but the structure available to a buyer depends on who's buying — an individual CPA can typically step into a share sale, while a firm acquiring a book of clients more often structures the deal around client files and engagement continuity instead.
Part of Professional Services — see the family overview.
Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| Priced on recurring billings, not just the top line | Valuation runs on a multiple of recurring client billings — the ongoing, repeatable engagements — rather than total revenue in a given year, which can be skewed by one-off work.† | Separate recurring engagements from one-off project work before applying any multiple to the asking price. |
| Assurance work changes the buyer pool | A practice that performs audit or assurance engagements needs a buyer who already holds, or can quickly obtain, the licensing to continue that work — which narrows who can realistically buy it.† | Confirm early whether the practice's revenue mix depends on assurance work you're personally licensed to continue. |
| Client retention through the transition | The realistic percentage of clients who stay through an engagement-partner change is a bigger driver of post-closing value than the historical billings number alone.† | Treat projected client retention as a negotiating point, not a given. |
| Seasonality and staffing depth | A practice's earnings quality is stronger where the workload and staffing are spread across the year, rather than concentrated in tax season with a thin off-season team.† | Weigh year-round staffing depth against a purely tax-season-driven book. |
CPA Ontario governs who can hold ownership in a firm and requires a Certificate of Authorization, or Public Accounting Licence, for any firm performing assurance work — a buyer typically needs their own standing with the college confirmed before that work can continue.
Client consent to transfer engagement files is standard practice on a sale, and how it's obtained — and how many clients actually consent — shapes what the buyer is really acquiring, separate from the headline billings figure.
Continuity of the engagement partner is often a specific closing condition, since client relationships and file knowledge in accounting are personal in a way that doesn't automatically transfer with a signature on a purchase agreement.
The same sequence underlies almost every accounting or cpa practice deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a accounting or cpa practice it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†CPA Ontario Certificate of Authorization, Public Accounting Licence continuity, Client file transfer & consent, Engagement partner continuity, Client billings/book all start moving at once, on separate clocks — this is usually where accounting or cpa practice deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every accounting or cpa practice deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The client files, billings, and goodwill of the practice, generally as an asset or client-list purchase. | The shares of the professional corporation — the firm's client base, its licensing standing, and its liabilities. |
| Who can be the buyer | A firm, or an individual CPA, acquiring the book directly. | Generally requires the buyer to be, or become, an appropriately licensed CPA eligible to hold shares. |
| CPA Ontario Certificate of Authorization | The buyer's own firm authorization covers the work going forward; the seller's corporation and its authorization stay behind. | Updated to reflect the new ownership as a standard closing condition, particularly where assurance work is involved. |
| Client files | Transferred client by client, generally with notice and an opportunity for the client to consent or object. | Files generally stay attached to the corporation, though client notice of the ownership change is still standard practice. |
| Tax angle | Buyer gets a stepped-up cost base on the client list and assets acquired. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Staff | Employment continuity rules typically apply to how staff carry forward. | Employment generally continues uninterrupted — the employer doesn't change. |
| Typical use in this sector | Common where the buyer is a firm acquiring a book of clients rather than the practice's corporate shell. | Common where an individual CPA is buying an established, licensed practice intact. |
The client files, billings, and goodwill of the practice, generally as an asset or client-list purchase.
The shares of the professional corporation — the firm's client base, its licensing standing, and its liabilities.
A firm, or an individual CPA, acquiring the book directly.
Generally requires the buyer to be, or become, an appropriately licensed CPA eligible to hold shares.
The buyer's own firm authorization covers the work going forward; the seller's corporation and its authorization stay behind.
Updated to reflect the new ownership as a standard closing condition, particularly where assurance work is involved.
Transferred client by client, generally with notice and an opportunity for the client to consent or object.
Files generally stay attached to the corporation, though client notice of the ownership change is still standard practice.
Buyer gets a stepped-up cost base on the client list and assets acquired.
Seller may access the lifetime capital gains exemption on qualifying shares.
Employment continuity rules typically apply to how staff carry forward.
Employment generally continues uninterrupted — the employer doesn't change.
Common where the buyer is a firm acquiring a book of clients rather than the practice's corporate shell.
Common where an individual CPA is buying an established, licensed practice intact.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A solo or small-partnership practice selling to an individual CPA buyer, with a straightforward client base and no assurance-work complications.
Start my file →A multi-partner firm, a practice with significant assurance or audit revenue, or a sale where the buyer needs their own licensing confirmed before the deal can close.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
Either is possible, but the structure changes depending on who's buying — an individual CPA can often step into a share sale of the professional corporation, while a firm acquiring a book of clients more commonly structures the deal around the client files and billings instead. We confirm which fits your situation before drafting.
That's worth confirming very early, since assurance work needs its own CPA Ontario authorization, and a gap in that licensing can put a meaningful share of the practice's revenue at risk right at handover. We check this before you get attached to a price.
Not automatically — clients are typically notified of the change and given the opportunity to consent to their file continuing under the new owner. The realistic retention rate through that process is a genuine part of what you're pricing, not a formality.
It varies, and it's often the step that sets the pace for the whole closing timeline rather than how quickly the parties can agree on price. We build the expected processing time into your closing date rather than assuming a generic small-business timeline.
That's negotiated, and it matters more in accounting than in a lot of other sectors, since client relationships and file knowledge are personal. A defined transition period — through at least one tax season, in many deals — is common and worth setting out clearly up front.
| Resource | Official link |
|---|---|
| CPA Ontario Certificate of Authorization and Public Accounting Licence | Visit www.cpaontario.ca |
| Office of the Privacy Commissioner of Canada — PIPEDA Client financial-record handling | Visit www.priv.gc.ca |
| Canada Revenue Agency Representative and e-file authorization continuity | Visit www.canada.ca |
Where we close accounting or cpa practice deals
Tell us about your accounting or cpa practice deal — we'll point you the right way and confirm the cost in writing before any work begins.