You do not need a broker to sell a CPA practice in California, and a direct sale keeps the commission, which in the published ranges runs 8% to 15% of the price. CT Acquisitions puts the traditional seller-paid fee at 8% to 15%, with minimum fees of $15,000 to $50,000 and tail periods of 12 to 24 months; Morgan & Westfield puts most business brokers at a flat 8% to 12% under $1 million with a minimum of $10,000 to $25,000; the Accounting Practice Exchange tells practice owners to expect 10% to 15%. On a $900,000 practice that is $72,000 to $135,000 out of your proceeds at closing. Neither Accounting Practice Sales nor Poe Group Advisors publishes a rate on its website; Poe says only that its fee is paid at closing and only if the firm sells on terms you accept. What a direct sale has to replace is the work: a price you can defend, a short list of buyers, a written nondisclosure agreement under BPC 5063.3(a)(4) before any client information changes hands, the negotiation of terms, counsel and escrow, and the 90-day client notice under 16 CCR 54.3. And if you pay someone to negotiate the sale, that person is a real estate broker under BPC 10131 and needs a license from the Department of Real Estate. An unlicensed intermediary cannot sue for the fee, and only a finder who introduces the parties and takes no part in the negotiation is outside the rule.
Everything below is taken from the Business and Professions Code, the Department of Real Estate’s reference book, the Board of Accountancy’s regulations, the California Supreme Court’s finder decision, and what brokers and intermediaries publish about themselves, each read October 21, 2026 and linked at the end. The price itself is in how much CPA firms sell for; the blind profile and the NDA are in selling confidentially; the client letters are in letters for selling a CPA practice; the payment terms you will negotiate are in holdbacks and earnouts.
- 01Published fee ranges: 8% to 15% of the price for a traditional seller-paid broker (CT Acquisitions, October 2026), a flat 8% to 12% under $1 million (Morgan & Westfield, April 2026), 10% to 15% for practice brokers (Accounting Practice Exchange). The specialist practice brokers publish no rate.
- 02Structure matters as much as the percentage: a flat rate or a tiered Lehman scale, a minimum fee of $10,000 to $50,000, sometimes a monthly retainer credited against the success fee, and a tail of 12 to 24 months that keeps the fee owed if you later close with a buyer the broker introduced.
- 03California license rule: negotiating the sale of a business and its goodwill for compensation is real estate broker activity (BPC 10030 and 10131). An unlicensed intermediary cannot sue for the fee (10136) and commits a public offense punishable by a fine of up to $20,000 (10139). A pure finder who only introduces is outside the rule (Tyrone v. Kelley, 1973).
- 04CPA fee rule: a person in public accounting may not pay a fee to obtain a client or take a fee for referring a client to a third party (BPC 5061(a)); payments for the purchase of an accounting practice are expressly allowed (5061(g)).
- 05The rules of the sale are the same with or without a broker: a written NDA before client information is shared, the 90-day consent notice before any file moves, and records kept four years.
Do you need a broker to sell a CPA practice in California?
No. No statute or Board of Accountancy rule requires a seller to use an intermediary, and the rules that govern the sale apply the same way to a brokered deal and a direct one. The NDA requirement in BPC 5063.3 and the 90-day client notice in 16 CCR 54.3 apply to the seller, and neither mentions a broker.
Sales to an employee or partner, to a local firm the owner has known for years, and to a buyer who approached the owner directly usually run without one. The brokers themselves recognize the first two. Accounting Practice Sales offers sellers who plan to sell to their employees help with the purchase contract, financing, escrow and sample client letters. Berkshire Business Sales & Acquisitions wrote in 2013 that an insider or family sale can often be negotiated without an intermediary, and that intermediaries will usually discount their fee substantially if the seller has already found the buyer.
A broker earns the fee when the buyer is not known and the practice has to be shown to many people without its name. So the first question is whether you already know the buyer.
What a broker’s fee comes to on your price
Four inputs give the fee due at closing, what is left of the price before tax, and the effective rate. Choose the structure the broker quoted; the percentage applies to a flat fee only, and the minimum applies to every structure except a direct or buyer-paid sale.
Fee due at closing
Price after the fee, before tax
Effective rate on the price
Flat: price times the percentage. Lehman: 5% of the first $1 million, 4% of the second, 3% of the third, 2% of the fourth and 1% above $4 million. Double Lehman: 10%, 8%, 6% and 4% on the first four millions, then 2%. The fee is the larger of the result and the minimum, and never more than the price. Scales and ranges as published by CT Acquisitions and Morgan & Westfield, read October 21, 2026. Retainers, co-broker splits and tails are not modeled; a broker’s own agreement governs.
What do accounting practice brokers charge in 2026?
The specialist practice brokers do not put a rate on their websites. Accounting Practice Sales, which describes itself as the largest practice broker in the nation, explains how it markets a practice and how its deals are paid but not what it charges. Poe Group Advisors answers the question “When is your fee paid?” with “Our fee is paid at closing. There is no fee unless your firm sells for price and terms you are comfortable accepting.” SourceCo, which reviewed practice brokers for its 2026 valuation page, reports that none of them publishes its commission rate. The numbers in circulation come from general business brokers, intermediaries describing the market, and a 2013 practice-broker article.
| Source | What it says about fees | Page date |
|---|---|---|
| CT Acquisitions, M&A advisory firm | Traditional seller-paid fee 8% to 15% of the sale price, paid at closing from proceeds. Flat 8% to 12% for small businesses, sometimes 12% to 15% for the smallest; minimum fee commonly $15,000 to $50,000; monthly retainers of $2,500 to $10,000 credited against the success fee in some engagements; tail periods of 12 to 24 months | Modified October 14, 2026 |
| Morgan & Westfield, M&A advisory firm | Most business brokers charge a flat 8% to 12% under $1 million and less from $1 million to $5 million, usually on a Double Lehman formula (10% to 12% on the first million, then 8%, 6%, 4% and 2%); most charge a minimum of $10,000 to $25,000; most work on straight commission and a minority charge an upfront fee | Modified April 24, 2026 |
| Accounting Practice Exchange, listing platform not affiliated with any brokerage | Practice broker fees “are likely to fall somewhere between 10% and 15% of the final sales price”, depending on how marketable the practice is | Undated |
| Berkshire Business Sales & Acquisitions, practice broker | “Commissions generated from transaction intermediaries range between 10% and 12% on deals less than one million and are generally due at close.” Fees are discounted substantially when the seller has found the buyer | June 18, 2013 |
| Poe Group Advisors, practice broker | No rate published; the fee is paid at closing and only if the firm sells on terms the seller accepts | Seller FAQ, current site |
| Accounting Practice Sales, practice broker | No rate published; markets each practice nationally, reports thousands of registered buyers, and sells the majority of its listings for all cash at close | FAQ, modified December 8, 2024 |
For a practice priced under $1 million, the quotes in these sources sit between 8% and 15%, with the higher end for the smallest deals. What changes the bill is the structure around the percentage, and that is where the agreements differ.
- Flat percentage. One rate on the whole price. On $900,000 at 10% the fee is $90,000.
- Lehman scale. A tiered rate that falls as the price rises: 5% of the first $1 million, 4% of the second, 3% of the third, 2% of the fourth and 1% above. On a $2.5 million practice it comes to $105,000, or 4.2%.
- Double Lehman. The same tiers at 10%, 8%, 6%, 4% and then 2%, which Morgan & Westfield describes as the formula most brokers follow for businesses priced from $1 million to $5 million. On $2.5 million it comes to $210,000, or 8.4%.
- Minimum fee. A floor that applies whatever the price. Morgan & Westfield gives the example of a $25,000 minimum on a $50,000 sale. For a tax practice priced at $200,000, a $25,000 minimum is 12.5% of the price.
- Retainer. A monthly or upfront payment, usually credited against the success fee at closing and kept by the broker if the practice does not sell. CT Acquisitions puts the monthly figure at $2,500 to $10,000 where it is used.
- Tail. The period after the engagement ends during which the fee is still owed if you close with a buyer the broker introduced or contacted. CT Acquisitions gives 12 to 24 months as common.
The Accounting Practice Exchange tells sellers to ask before signing about upfront fees, the length of exclusivity, withdrawal, and a later sale to a buyer the broker introduced. The answers are in the listing agreement, which is the document to read before the percentage.
Who pays the broker, the seller or the buyer?
In a traditional brokered sale the seller pays, at closing, out of the proceeds. CT Acquisitions describes the fee as paid through escrow or the closing statement rather than by a separate check, and recommends asking for a draft closing statement that shows every fee line, and who pays it, before you sign a letter of intent. When the buyer has a broker too, the two usually split one fee; the listing agreement should say the split comes out of the agreed fee.
Some intermediaries are paid by the buyer. CT Acquisitions describes its own model as no fee to the seller on buy-side introductions, with sell-side mandates paid on success at closing, and explains why the model depends on the buyer pool: private equity platforms, strategic acquirers and family offices treat an advisor’s fee as a normal deal cost, while an individual buyer financing the purchase with an SBA 7(a) loan has no room to absorb one. It puts the line at about $300,000 of seller’s discretionary earnings, below which the buyer is mostly an individual using SBA financing and a traditional seller-paid broker is often the practical route. Whatever the model, get in writing who signs the fee agreement and when it is paid.
Does the person you pay need a California license?
Yes, if that person negotiates. The Real Estate Law defines a real estate broker as anyone who, for compensation or in expectation of compensation, sells or offers to sell, buys or offers to buy, solicits prospective sellers or buyers of, solicits or obtains listings of, or negotiates the purchase or sale of real property or a business opportunity for another (BPC 10131). A business opportunity is the sale or lease of the business and goodwill of an existing business enterprise (BPC 10030), which covers the asset sale of a CPA or tax practice. The Department of Real Estate’s reference book states the consequence: since the real estate and business opportunity licenses were merged in 1966, a real estate license is required to act as an agent in the sale of a business opportunity. It also notes that negotiating a sale of all the stock of a corporation may require a securities broker-dealer license.
The penalties fall on the intermediary. A person acting as a real estate broker without a license cannot bring an action in a California court to collect the compensation (BPC 10136). Acting without a license is a public offense punishable by a fine of up to $20,000, up to six months in county jail, or both, and up to $60,000 for a corporation (BPC 10139). A licensed broker may not pay an unlicensed person for work that requires a license, except a broker of another state (BPC 10137). For a seller, the practical risk is a dispute over a fee in the middle of a closing with someone whose right to it is unclear.
The exception is the finder. In Tyrone v. Kelley (1973) 9 Cal.3d 1 the California Supreme Court confirmed that a person who simply finds and introduces two parties need not be licensed, and that the line between a finder and a broker usually turns on whether the intermediary had authority to take part in the negotiation. A colleague who introduces you to a buyer and steps away is a finder; a person who prices the practice, presents offers and negotiates the terms is a broker. Ask any intermediary in California for a Department of Real Estate license number and check it on the Department’s public license lookup; the Accounting Practice Exchange tells sellers to ask the same question in every state.
The reference book also notes that most business opportunity brokers act as dual agents for buyer and seller, with the informed consent of both, so ask any broker you hire whom it represents and put the answer in the agreement.
Can a CPA pay or take a referral fee on a practice sale?
The Accountancy Act draws two lines that matter here. A person engaged in the practice of public accountancy may not pay a fee or commission to obtain a client, and may not accept a fee or commission for referring a client to the products or services of a third party (BPC 5061(a)). The same section says it does not prohibit payments for the purchase of an accounting practice, or retirement payments to current or former practitioners or their heirs (5061(g)). The price a buying CPA pays you is therefore permitted. A fee paid by a buying CPA to someone for delivering a seller and its clients, or a fee taken by a CPA for steering a client who owns a practice toward a particular broker, sits close to the lines in subdivision (a), and should be cleared with counsel before anyone is paid.
Where a commission is permitted, the Board’s regulation sets the form of the disclosure. 16 CCR 56 requires a written statement in 12-point type or larger, given at or before the recommendation, stating that the fee is paid for professional services and cannot be accepted solely for a referral, describing the product or service, the third party and the relationship, and stating the amount or the basis of the fee. The client signs and dates it, and the licensee keeps it for five years. A CPA who negotiates a colleague’s sale for a fee is also acting as a business opportunity broker, and the license question in the previous section applies on top of the Accountancy Act.
How a direct sale of a CPA practice runs in California
A direct sale has the same steps as a brokered one, carried by you, your counsel and the buyer.
| Step | What it involves | Rule or document |
|---|---|---|
| 1. Price | A value range from three years of fee history, the client mix and owner earnings, so that the first offer can be judged against something | The valuation calculator and the sold-deal medians in how much CPA firms sell for |
| 2. Buyers | A short list: an internal successor, local firms you know, individual CPAs or EAs who have asked, and capital-backed buyers. A blind profile carries the fees, service mix and staff count without names | The profile and outreach order in selling confidentially |
| 3. NDA | Signed before any client information is shared, with each buyer you talk to | BPC 5063.3(a)(4): disclosure in connection with a proposed sale or merger is permitted only if the parties enter into a written nondisclosure agreement covering all client information shared |
| 4. Offer | An indication of value, then a letter of intent stating price, cash at closing, any holdback or look-back, any seller note, your role and the timeline. Ask a buyer who will borrow for the lender’s approval and a buyer who will not for proof of funds | The terms in holdbacks and earnouts; the after-tax result in the after-tax proceeds calculator |
| 5. Diligence | The buyer’s list: returns, fee and client schedules, engagement letters, staff, lease, software. Client-level schedules stay coded until the letter of intent | The NDA from step 3 |
| 6. Agreement and escrow | A purchase agreement drafted or reviewed by California counsel, an allocation of the price, and an escrow holder for the funds and documents | The Department of Real Estate advises an escrow holder for every business opportunity transaction: it runs lien searches, holds funds and documents, and accounts at close. The allocation is in how the sale is taxed |
| 7. Client notice | A letter to every client in the sale asking consent to transfer the records, stating that consent is presumed after 90 days without an objection | 16 CCR 54.3: first-class or certified mail, or email where the client has consented in writing; no records move until consent or 90 days; copies kept at least four years; letters in letters for selling a CPA practice |
| 8. Transition | Introductions client by client, the first season, and the staff plan | The staff mechanics in what happens to your staff |
The time it takes depends on the buyer more than on the broker. Accounting Practice Sales says it thinks in terms of three months from the start of the process to closing, and aims to introduce several qualified buyers within a couple of weeks. The 90-day consent window in step 7 runs after signing in either case. Accounting Practice Sales also gives a view of the transition that is useful when you set your own terms: a few weeks for the initial transition and the client notices, availability for about a year to answer questions and encourage clients to stay, and, commonly, work through the first tax season, paid separately.
What a broker does that you would do yourself
The fee pays for work. A direct sale keeps the fee and moves the work to you, your counsel and the buyer. The table sets the tasks side by side, from what the brokers say they do.
| Task | With a broker | Without one |
|---|---|---|
| Finding buyers | Accounting Practice Sales advertises in national CPA, EA and tax media and state society journals, markets by direct mail and telemarketing, and reports thousands of registered buyers | Your own list. Enough when the buyer is already known; thin when the practice needs a buyer from outside your market |
| Competition between offers | Brokers argue that several buyers at the table raise the price; Accounting Practice Sales says “a competitive bidding environment almost always increases prices” | Usually one or two buyers, negotiated one at a time. The valuation from step 1 is the check on the offer |
| Confidentiality | Poe Group Advisors has every potential buyer sign a confidentiality agreement and makes no introduction until the seller is ready; Berkshire wrote that it is “incredibly hard to market a firm confidentially if you are selling the firm yourself” | Fewer people know, because fewer are approached; each signs the 5063.3 NDA. The risk is a buyer from your own market who declines and remembers |
| Price and terms | The broker sets the asking price with you and presents offers | You price from data and negotiate directly, with counsel on the agreement |
| Financing | Accounting Practice Sales works with SBA lenders and says they can often give a verbal approval within five days of application and close within a month | The buyer’s own lender or capital; ask for the approval letter or proof of funds before diligence opens |
| Paperwork and escrow | Coordinated by the broker, drafted by counsel | Coordinated by your counsel and the escrow holder |
| Cost | 8% to 15% of the price in the published ranges, a minimum fee, and a tail | No commission. Counsel and escrow fees are paid in both columns |
The case for a broker is strongest when the realistic buyer is an individual CPA or EA from outside your circle, financing with a bank. The case for a direct sale is strongest when the buyer is already known: a partner, an employee, a firm you know, or a buyer with its own capital who approached you. Berkshire’s 2013 point applies to the middle case: if you find the buyer yourself and still want a professional to run the paperwork and the negotiation, ask in writing for the reduced fee it describes for a buyer the seller has already located.
If you have already signed with a broker
Read the listing agreement before you take a call from a direct buyer. Three clauses decide what you owe. The term and exclusivity clause says how long the broker is your only route to market. The tail clause says how long after the engagement ends a fee is still owed on a buyer the broker introduced or contacted; CT Acquisitions answers the question “Do I have to pay the broker if I find the buyer myself?” with “Usually yes, if the broker had an active engagement when you closed”. And the withdrawal clause says what happens if you take the practice off the market.
If a direct buyer approaches you while a listing is in force, tell the buyer that a broker is engaged and make sure the closing statement shows the broker’s fee and who pays it. If the listing has expired, ask the broker in writing for the list of buyers it introduced or contacted, since the tail covers those buyers.
Selling to WIN with or without a broker
Wilshire Intelligence Network buys established CPA and tax practices across California and pairs each one with a practicing CPA who becomes its owner. WIN is the buyer, so there is no commission, the practice is never listed or shopped around, and you talk to the people who make the decision. If you already have a broker, proof of funds is available to your broker at the letter of intent, and your agreement with the broker governs what you owe it. The equity capital is committed before we make an offer, so there is no SBA loan and no financing contingency. The process is five steps and about twelve weeks: an introductory call, an indication of value from high-level figures, a written offer, a finite diligence list, then closing and a transition on your schedule. Terms follow the deal: cash at closing, a retention-linked holdback or a seller note where the deal calls for one, and optional rollover equity. The firm keeps its name, its office and its people. You stay two or three seasons at meaningful compensation and introduce your successor client by client, or step back sooner.
The first step is one call with our CPA team. We send a written valuation, with terms, within 24 hours of it, and the call commits you to nothing.
Sources
- Business and Professions Code 10030 (business opportunity), 10131 (real estate broker), 10136 (no action for compensation without a license), 10137 (no payment to unlicensed persons) and 10139 (penalties). Read October 21, 2026.
- California Department of Real Estate, Reference Book, chapter 24, Business Opportunities (license requirement since 1966, dual agency, written authorization, stock sales, escrow), and the public license lookup. Read October 21, 2026.
- Tyrone v. Kelley (1973) 9 Cal.3d 1: the finder’s exception to the real estate licensing law.
- Business and Professions Code 5061 (commissions and referral fees; payments for the purchase of an accounting practice) and 16 CCR 56 (commission disclosure). Business and Professions Code 5063.3 (confidential information; the sale or merger exception, as amended effective January 1, 2024) and 16 CCR 54.3 (sale or transfer of a practice, operative April 1, 2024). Read October 21, 2026.
- CT Acquisitions, Who Pays the Business Broker Fee in 2026 (modified October 14, 2026); Morgan & Westfield, Business Broker and M&A Advisor Fees: A Comprehensive Guide (modified April 24, 2026). Read October 21, 2026.
- Accounting Practice Exchange, Key questions to ask in selecting a broker; Berkshire Business Sales & Acquisitions, Selling Your Own CPA or Accounting Practice (June 18, 2013). Read October 21, 2026.
- Accounting Practice Sales, Frequently Asked Questions; Poe Group Advisors, FAQs for Selling a CPA Firm; SourceCo, Accounting Firm Valuation Calculator and 2026 Multiples (on published broker rates). Read October 21, 2026.
This article is general information for California practice owners and is not legal advice. Whether an intermediary needs a license, whether a fee may be paid to anyone in the chain, and what a listing agreement obliges you to pay should be settled with counsel admitted in California before you sign anything.
Denis is a practicing tax and accounting professional and the principal of VistaTax, a practice serving individuals and closely held businesses: individual and business tax preparation, tax planning, bookkeeping, financial reporting and payroll. As WIN’s founding CPA he anchors the licensed side of the structure and sits at the table for every transition. More about WIN’s team.