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The Key to Due Diligence

Jan 26, 2021

Making sure you get your due diligence process right could save you a lot of hassle and problems further down the line.

When you buy a practice one of the key steps in the process is carrying out due diligence. It might seem obvious, but a surprising number of buyers get caught out because they haven’t undertaken a thorough due diligence exercise. It’s not about catching the seller out but more about making sure that you fully understand the business you are buying, before you sign the contract.


Here are some of the things you should be looking at:


·      The figures that make up the Gross Recurring Fees (GRF). Your seller should provide you with a list of clients and their GRF for the previous 12 months. This is the starting point for calculating the price you will pay for the practice and any potential clawback. You should ensure that the figures do not include one off fees.

·      Take a closer look at a sample of clients, particularly large fees and ensure that the clients are still active, haven’t ceased trading, are deceased, or are in the process of being wound up or are insolvent.

·      Check the payment history of clients. You are looking for serial bad payers or extended credit terms that have become the norm. These types of clients can be difficult to move to more commercially acceptable payment terms, affecting the cash flow of the business.

·      Look at a sample of the files to determine the quality of work and the client relationship. If there is anything that makes you feel uncomfortable at the prospect of completing the negative WIP for any clients then now is the time to discuss this with your seller and agree a solution.

·      Check that all the clients have had the necessary money laundering checks carried out.

·      Think about how the practice will dovetail with your working methods. For example if you use cloud technology and pricing software to determine fees can you successfully transfer clients who usually turn up with a carrier bag of receipts on the 30th January every year? You will need to take an overview of the practice to determine the value of the client base to you.

·      Examine the wider financial data of the practice. Check the statutory accounts and more recent management accounts if possible. The aim is to get a true picture of the practice as a whole.

·      Check that the seller has been compliant with the necessary regulatory bodies and that there are no outstanding PI claims. Also, check the history of PI claims.

·      If there are staff in the practice you will need to look at their contracts. Remember that employment contracts and accrued rights are automatically transferred under TUPE.



There is a lot to think about when carrying out your due diligence and sometimes it’s tempting to cut corners or think everything will be ok. Our advice is make sure that you give this part of the deal the time and effort it deserves.  You could even consider appointing an independent accountant to carry out the exercise for you.


The team at Practicesales.co.uk are happy to offer you advice on the best way forward and are on hand to make sure everyone is happy with the final deal.


The Benefits of using a Broker
By Simon Lukies 06 Jun, 2023
Using a specialist to sell or merge your accountancy practice comes with many advantages. Firstly, they understand what the buyers in the industry are looking for and so are in an excellent position to provide you with advice about how you can make your business more attractive, which should in turn lead to a better sales price. As a specialist in your sector the broker will have a high-quality buyers list and will be able to match your requirements with the best of the buyers that are in the market looking to acquire. Additionally, choosing a broker that understands the ins and outs of an accountancy practice means they are more likely to know what objections a potential buyer might use to try and negotiate the price and so will be able to offer you advice on the reasonableness of any offer. Confidentiality is often a key requirement when selling an accountancy practice and a specialist broker will understand your need for this. A good broker will go to great lengths to protect your identity in the marketplace until you are ready (or not) to reveal that you are selling your practice. A specialist broker in your sector will also understand that there are multiple ways for you to exit the practice if that is what you want to do. It doesn’t always have to be an all or nothing scenario and this also helps them match you to the perfect buyer. This cuts down on time lost through buyers not fully understanding your exit strategy and should reduce the time required to complete a deal. As you don’t usually pay the sales fee when using a specialist broker to sell your practice then you really have nothing to lose but everything to gain using a good broker. They should help take away the stress, be able to reassure you throughout the sales process and offer advice and solutions to make sure the deal is completed and everyone is happy with the sale.
By Christine Lukies 18 May, 2023
It's never too early to start planning!
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