By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.

The owner is not calling a broker yet. He is sitting across from his CPA in February, going through his return, and he asks a question he has never asked out loud. “If I sold this thing in two years, what would I actually walk away with?”

That question is the earliest signal of an off market deal. It does not reach a listing site, a banker, or your inbox. It reaches the accountant. CPAs are a deal source because they hear about an exit first, and acquirers who stay in front of a handful of them see deals that never get shopped. Here is how I would run it.

Why the CPA hears it first

A broker hears about a sale when the owner has decided. A CPA hears about it while the owner is still deciding.

The questions come in disguise. What would I net after tax. Should we change the entity before a sale. How do I move shares to my kids without a huge gift tax bill. Can we clean up the add backs so the numbers look right. Every one of those is an exit conversation that starts in tax planning.

The profession tells its members to have these talks early. In the Journal of Accountancy, Scott Miller urges CPAs to take on the “quarterback role” in client succession and cites the advice that “conversations about an owner’s exit should happen at least five years in advance.”

The accountant also sees what the owner does not say. Revenue flattening for three years. A key manager who left. A founder in his late sixties with no family in the business. A CPA reads all of that in the file before the owner ever says the word sell.

A Yale School of Management case note on accountants in search funds says it plainly: an accountant who knows a sector “can make introductions to other operators who can be mentors, resources, acquisition targets, and exit opportunities.”

What a CPA is protecting

You think of the introduction as a deal. The CPA thinks of it as a risk to a client they may have served for 20 years.

I know this feeling from the other side. I have made over 1,000 introductions, and every one put my name on someone. Three things are on the CPA’s mind.

Their client. If you show up, sign an LOI, and retrade the price after diligence, the owner blames the person who sent you. The CPA’s name is on every introduction they make.

The relationship after the close. A sale can end the engagement. The same Journal of Accountancy piece points out that accountants who guide a client’s exit “have the chance to retain business with the entity if it is transferred.” The reverse is also true. A buyer who brings in their own firm on day one costs the CPA a client. Say early, and mean it, that you plan to keep the existing firm through at least the first year, if the work is good.

Confidentiality. The AICPA Confidential Client Information Rule (1.700.001) says a member in public practice “shall not disclose any confidential client information without the specific consent of the client.” So a CPA will not tell you about an owner. They will tell the owner about you, and ask whether he wants to talk. You are not trying to get information out of the accountant. You are trying to be the name they bring to the client.

The referral fee question

Do not open with a finder’s fee. It is the fastest way to make a careful accountant go quiet.

The rule is the AICPA Commissions and Referral Fees Rule (1.520.001). In short:

• A CPA in public practice cannot take a commission for recommending a product or service to a client when the firm also performs an audit or review of that client’s financial statements, certain compilations a third party will rely on, or an examination of prospective financial information.
• Where a commission is allowed, the CPA has to disclose it to the person they referred.
• A member who accepts a referral fee for recommending the services of a CPA, or pays one to get a client, has to disclose that to the client.

State boards of accountancy adopt their own versions, and some are stricter. Many CPAs simply decide the disclosure conversation is not worth it.

What I tell people instead: reciprocity works. You send them work. Your next acquisition needs a quality of earnings review, tax structuring, and a firm for the operating company after close. The CPA who sent you the deal is the obvious first call. That is a referral relationship an accountant can explain to anyone.

How acquirers stay in front of CPAs

You do not need 200 accountants. You need 10 to 20 who serve owners in your target sector and your target size. A firm that does the books for family owned HVAC companies is worth more to an HVAC buyer than a large regional firm that does a little of everything.

Then run a simple rhythm. This is the one I would use.

Know their calendar. CPAs are buried before April 15 and again before the fall extension deadlines. A text in the second week of March is noise. A text in early May, when they are catching their breath, lands. So does late October and November, when year end planning starts and owners ask the exit questions.

Make your box small and specific. “We buy commercial cleaning companies in the Southeast, 1 to 5 million in EBITDA, owner wants to step back within three years, we keep the team.” A CPA can match that against a client in their head. “We buy great businesses” gives them nothing to match.

Touch with a reason. Send the article on the estate rule change their clients are asking about. Tell them you closed, and that the firm you used is staying on. Ask what they are seeing in the sector. Make the introduction they need, to a lender, an estate attorney, or another buyer who fits a client you cannot. Each one is a reason, not a check in.

Close the loop on every referral. If they send you an owner and it goes nowhere, tell them how you handled it, briefly and respectfully. That report is what earns the second referral.

This is the same discipline as staying close to brokers, with one difference. A broker forms a buyer list in the first days of a mandate. A CPA may sit on an owner’s question for two years and then mention one name. See why intermediaries run long cycles and short memories. The name they mention is the buyer they talked to recently.

In political fundraising, my edge was never charm. It was writing down what people told me and using it in the next call. Accountants respond to the same thing. The buyer who remembers that the managing partner’s son just started at the firm is the buyer who gets the call.

For where CPAs fit among every other off market channel, see how to find off market businesses for sale, and for keeping score once referrals start coming, see how to track introductions and referrals.

The part that breaks

Everyone agrees with all of this. Then a deal goes into diligence, you go dark for 70 days, and the three CPAs who were warm in the spring have not heard from you since.

The problem is not knowing what to do. It is noticing, in the middle of a live deal, which accountant you have not talked to.

FRONT OF MIND opens on your 10 minutes for today. Each person comes with a one line reason why today: the CPA you met at an event 40 days ago and never followed up with, the firm partner who just posted about a client exit, the referral partner going cold. Every draft is a text style message, 40 words max, and nothing sends without your tap. Ask Liala “who do I know that is a CPA in Ohio” and get the right names with why. Your contacts are encrypted. No one on our team looks at them, and you can export or delete anytime.

Start free with your first 25 contacts and see which accountant comes up first.

See how it works