Michael Shea

Central Florida's #1 Business Broker

Why CPAs Who Ignore Business Transactions Are Leaving Money — and Clients — on the Table

by

Your client just told you they’re thinking about selling their business. Or buying one.

What happens next determines whether you stay their trusted advisor — or get replaced by someone who saw the opportunity you missed.

I’ve spent 21 years as a business broker in Florida. I’ve closed over 500 transactions totaling more than $50 million in market value. And in almost every deal, a CPA was involved.

Some were outstanding. They protected their client, moved with urgency, and added real value.

Others nearly killed the deal.

Here’s what separates the two — and why the CPAs who get this right are building practices that grow through referrals, not just billable hours.

The CPA’s Role Is Bigger Than You Think

Most CPAs see business transactions as a side event. A client calls, asks for help reviewing the books on a company they want to buy, and the CPA treats it like a tax project with a deadline.

That’s a mistake.

In a business transaction, the CPA is one of three critical professionals on the advisory team — alongside the attorney and the business broker. Each has a defined lane. The CPA’s lane is the numbers: vetting financials, validating representations, identifying risk in the data.

But the CPAs who truly excel understand something deeper: they are fiduciaries operating inside a process that has a 50% failure rate. Half of all business deals die before reaching the closing table. Many of them die because someone on the team didn’t understand their role, didn’t move fast enough, or stepped outside their lane.

Where CPAs Add the Most Value

Buy-Side Due Diligence

When a client is buying a business, the CPA’s job during due diligence is to verify the seller’s financial representations. That means reviewing:

  • Three to five years of financial statements and tax returns

  • Cash flow analysis and owner benefit calculations

  • Accounts receivable and payable aging

  • Inventory valuation methods

  • Any off-balance-sheet liabilities or contingencies

  • Industry-specific financial nuances

That last point matters more than most CPAs realize. A personal tax accountant from out of state reviewing a Florida vacation rental management company will miss things. A CPA unfamiliar with manufacturing won’t understand work-in-progress (WIP) and may overlook a critical deal element. Industry context is not optional — it’s essential.

Sell-Side Preparation

On the sell side, the CPA’s involvement should start well before the business hits the market. Clean, accurate financials are the single biggest factor in whether a business sells at a fair price — or sits on the market and dies.

Sellers who have a CPA actively involved in preparing their books, normalizing add-backs, and presenting a clear financial picture get better offers, faster closings, and fewer deal-killing surprises during due diligence.

If your client is even thinking about selling in the next two to three years, the conversation should start now. Not when they’ve already signed a listing agreement.

Tax Planning and Entity Structure

Business sales trigger complex tax events — capital gains, asset vs. stock allocation, installment sale structures, entity dissolution. CPAs who can advise proactively on deal structure save their clients real money. And those clients remember who helped them keep more of the proceeds.

The 5 Mistakes CPAs Make in Business Transactions

After 500 deals, I’ve seen patterns. These are the five most common ways CPAs damage a transaction — and how to avoid them.

1. Giving Opinions on Business Price

CPAs are fiduciaries. When they state a value, it naturally favors their client. The problem: the seller and the market have a value in mind too, and the CPA’s opinion is often based on a valuation method different from what the market actually uses.

In Florida, comparable sales data is available through the Business Brokers of Florida. The market determines price, not a theoretical model. CPAs who anchor their client to an unrealistic number create friction that kills deals before they start.

Stick to the numbers. Leave pricing to the market and the broker.

2. Moving Too Slowly

Time kills deals. Open-ended due diligence timelines lead to deal fatigue for both buyer and seller. CPAs and attorneys who don’t move with urgency and accountability are the number one cause of preventable deal deaths.

When you accept a due diligence engagement, ask for the timeline up front. Know when due diligence ends. Treat it like a deadline that matters — because it does.

3. Stepping Outside Their Lane

CPAs vet numbers. Attorneys handle legal. Brokers manage the transaction. When a CPA starts giving business advice, negotiation strategy, or opinions on deal structure beyond tax implications, things go sideways.

The best CPAs I’ve worked with state facts, identify risks, and let their client make the decision. They don’t try to be the attorney, the broker, and the financial advisor all at once.

4. Not Understanding the Industry

Every business vertical has subtleties that don’t show up on a balance sheet. If you’re reviewing a deal in an industry you’ve never worked in, either get up to speed fast or bring in someone who has. Your client’s financial health depends on it.

5. Working in a Silo

The best transactions happen when all three professionals — CPA, attorney, and broker — communicate through a central point and share information proactively. CPAs who don’t coordinate with the rest of the team create gaps that deals fall through.

The Referral Opportunity CPAs Are Missing

Here’s what most CPAs don’t think about: you are often the first person a business owner calls when they start thinking about selling or buying.

Before they call a broker. Before they call an attorney. They call their CPA.

That makes you the gatekeeper to a transaction that could generate significant value for your client — and significant goodwill for your practice.

CPAs who build relationships with experienced, reputable business brokers create a referral loop that benefits everyone:

  • Your client gets connected to a professional who can guide them through the process safely.

  • You stay central to the transaction and retain the client relationship through and after the deal.

  • The broker gets a warm referral from a trusted source — and sends their clients back to you for tax planning, entity setup, and ongoing accounting.

This isn’t a one-way street. A good broker has a steady pipeline of buyers and sellers who all need CPAs. The brokers I work with regularly refer clients to the CPAs they trust.

What to Look for in a Broker Partner

Not all brokers are created equal. Here’s what matters:

  • Full-time in the business. Not a hobby or a side gig.

  • Transaction volume. A good broker closes a minimum of 10 deals per year. The average agent in the industry survives less than a year.

  • Market knowledge. They should live in the market, know the comps, and have access to comparable sales data.

  • Process discipline. The 8-step buying/selling process exists for a reason. Brokers who follow it close deals. Those who don’t, crater them.

  • Co-brokering track record. Willingness to co-broke is a measure of deal-making ability and market cooperation.

The Bottom Line

Business transactions aren’t going away. In Florida alone, thousands of businesses change hands every year. The CPAs who position themselves as transaction-ready advisors — not just tax preparers — will capture the clients, the referrals, and the long-term relationships that come with being indispensable.

If you’re a CPA in Florida and you want to talk about how to build a referral relationship that works for both of us, I’m easy to find.

I’ve been doing this for 21 years. I’ve closed over 500 deals. And the best deals I’ve ever done had a sharp CPA on the team.

Let’s make sure your clients have that.

 

Michael Shea represents the Tampa Florida Transworld office. In business since 2005, he has established a reputation as a trusted business broker across Florida’s key markets- from Tampa to Orlando, Melbourne, and more. Over the past two decades, Michael and his team have closed over $1 Billion in sold business volume and presided over more than 450 transactions. His credentials include the IBBA Certified Business Intermediary®, and most recently, the prestigious Certified Exit Planning Advisor® (CEPA) credential. He is also a Florida Licensed Real Estate Broker and Business Brokers of Florida Board Certified Intermediary 

#CPA #BusinessBroker #FloridaBusiness #SmallBusinessSale #DueDiligence #BusinessValuation #MergersAndAcquisitions #TampaBay #ExitPlanning #BusinessTransactions