Building Your Deal Team: The CPA and Attorney You Need When Selling
Short answer: Selling a business takes three professionals working together: a business broker who values the business, finds and qualifies buyers and runs the deal to closing, a CPA who stands behind your financials and shows the after-tax result of different deal structures, and an attorney who negotiates the purchase agreement, representations, indemnification and non-compete. Choose a CPA and attorney with real experience on the seller’s side of business sales, and assemble the team before you go to market.
A business broker is a key player when you sell, but I am not the only professional you need in your corner. The most successful sales I am part of have a small, coordinated team behind them: a broker, a CPA, and an attorney, each doing what they do best. If you are preparing to sell a business in Florida, here is who belongs on your deal team and why.
Your business broker
This is my role. I value the business, prepare it for market, find and qualify buyers, manage confidentiality, and drive the deal from first conversation to closing. I am the quarterback, keeping the process on track and the other advisors coordinated. But I work alongside your financial and legal experts, not in place of them.
Your CPA or accountant
Your accountant is essential for two reasons. First, clean, well-organized financials are the foundation of a good sale, and your CPA helps produce and stand behind them. Second, and this is huge, the tax consequences of how a deal is structured can change your net proceeds significantly. A good CPA helps you understand the after-tax result of different structures so you keep more of what you sell for. Loop them in early, not at the last minute.
Your attorney
A business sale involves real contracts with real consequences: the purchase agreement, the reps and warranties, non-competes, leases, and more. An attorney who handles business transactions protects your legal interests, reviews and negotiates the fine print, and makes sure the documents say what you think they say. Experience with business sales matters here, so look for an attorney who handles transactions regularly.
What each advisor does at each stage
Before the business goes to market
Your CPA reviews the financial statements and tax returns a buyer will see, helps support the adjustments I make when presenting your earnings, and starts estimating the after-tax result of different deal structures. Your attorney checks what a buyer’s attorney will check later: that the entity is active, who owns it, whether the lease and key contracts can be assigned, and whether there are liens or open disputes. My guide to cleaning up your financials before a sale covers the accounting side.
When an offer comes in
I usually go straight to a purchase agreement with contingencies rather than a letter of intent. Your attorney reviews and negotiates the legal terms, such as representations and warranties, indemnification, and the non-compete. Your CPA weighs in on structure: asset sale or stock sale, how the price is allocated among the assets, and how any seller note or earnout will be taxed.
During due diligence
The buyer’s accountant and lender will question your numbers, and your CPA is usually the best person to answer. Your attorney handles legal requests and tracks the contingency deadlines in the purchase agreement. I keep the requests organized and the deal moving.
At closing
Your attorney reviews the closing documents and the settlement statement before you sign. In an asset sale, both buyer and seller report the price allocation to the IRS on Form 8594, so your CPA should confirm the allocation in the purchase agreement is one you can live with. Florida’s section 213.758 also addresses unpaid state taxes when a business is transferred, which is why final returns and Department of Revenue clearance belong on the closing checklist. More on that in how to transfer a business to a new owner in Florida.
Why coordination matters
The magic is in the team working together. When your broker, CPA, and attorney communicate, the process is faster and smoother, and nothing falls through the cracks. When they operate in silos, you get delays, conflicting advice, and last-minute surprises. Part of my job is keeping everyone aligned and moving toward the same closing.
How to choose a CPA and attorney for a business sale
The CPA who prepares your annual return and the attorney who formed your company may be the right people for a sale, or they may not. Selling a business is specialized work. Questions worth asking before you hire:
- How many business sales have you worked on for the seller’s side?
- Have you handled asset sales, stock sales, seller notes, and earnouts?
- Have you worked alongside business brokers and acquisition lenders on deals like mine?
- Who in your office will do the work, and how quickly do you turn documents around?
- How do you balance protecting me with getting the deal closed?
Confirm credentials before you hire. You can look up a Florida attorney in The Florida Bar’s lawyer directory, and CPAs are licensed through the Department of Business and Professional Regulation, which has a public license search.
Other professionals who may join the deal
Depending on the business, a few others may play a part:
- A financial planner or wealth advisor to plan for the proceeds and how the sale fits your retirement.
- Your insurance agent to handle your policies at closing and any coverage you need for claims tied to the years you owned the business.
- An appraiser if real estate or major equipment is part of the sale, or if the buyer’s lender requires one.
- Your landlord, who is not on your team but often has to approve a lease assignment.
Frequently asked questions
Can my regular accountant handle the sale of my business?
Often, if they have worked on business sales before. Your regular accountant knows your books, which helps answer buyer questions quickly. If they have not handled a sale, ask whether they can bring in a colleague with transaction experience for structure and tax planning while they stay involved on the numbers.
Can the buyer's attorney handle the paperwork for both of us?
You should not rely on that. The buyer’s attorney represents the buyer, and the two sides want different things from the same terms, such as indemnification, the non-compete, and what happens if a problem surfaces after closing. Have your own Florida attorney review every document before you sign, even when the deal is friendly.
What should I give my CPA and attorney when I decide to sell?
Start with your business tax returns and financial statements for the years a buyer will review, current year-to-date numbers, your entity documents, the lease, major customer and vendor contracts, loan documents, licenses and permits, and any employee agreements. Gathering these once, in an organized folder, also gives you a head start on the data room buyers will expect in due diligence.
Build your team early
The best time to assemble your deal team is before you go to market, not in the middle of a deal. If you do not already have a transaction-savvy CPA and attorney, I can point you toward professionals who know this kind of work. Let’s build the right team around your sale. The first conversation is free and completely confidential. Call me at (904) 789-1276 (Truforte Business Group) or reach out here.
Disclaimer: This article is general information, not legal, tax, accounting, or financial advice. I am a licensed business broker, not an attorney or accountant. Every business and every sale is different, and laws and tax rules change, so talk with a licensed attorney and a CPA about your situation before you act on anything here.
