"I don't normally handle this."
Maybe you've heard some version of that line from your CPA. You mentioned that a buyer had reached out, or that you'd been thinking about selling, and the person who has handled your books for years said this was outside what they usually do.
If that left you a little confused, you're not alone. You pay your CPA to know your numbers, and you pay your attorney to protect you. Selling the business seems like it should fall squarely between the two of them.
It makes sense to feel that way, and I don't think your CPA let you down. The honest answer is that they told you something true and useful. Selling a company is its own discipline, and the best CPAs and attorneys know exactly where their work ends and where someone else's needs to begin.
What your CPA and attorney do well
Let me be clear about something first: you need both of them in a sale. Anyone who tells you otherwise is setting you up for trouble.
Your CPA knows your financial history better than anyone. They can help clean up your books, explain the story behind a strange year, and, just as important, help you plan forthe tax bill that comes with a sale. Many owners are blindsided by that bill at closing, not because their CPA failed them, but because the planning conversation started too late.
Your attorney protects you in the documents. The purchase agreement, the representations and warranties, the non-compete, and the employment terms if you're staying on all need someone who reads every word on your behalf. That work is essential, and it's specialized.
Those are two critical roles. Neither one is the role of running the sale itself.
Where their role stops and an M&A advisor's begins
So do you need an M&A advisor to sell your business? If the business matters to you and the number matters to your family, I believe you do, because a sale is a negotiation that runs for months, and someone has to run it.
An M&A advisor, sometimes called a business sale advisor, does the work that sits between your books and your legal documents. That starts with presenting your business the way buyers evaluate it, including an annual profit number that reflects what the company really earns once one-time expenses are adjusted out. It continues with finding the right buyers, not just the first ones who call, and creating enough competition that you have real choices.
From there, the advisor negotiates the letter of intent, manages due diligence, and defends the numbers when a buyer tries to chip away at them late in the process. They also protect confidentiality throughout. At Options2Exit, every engagement starts with an NDA, and no deal of ours has ever been materially impacted by a confidentiality breach.
That work is a full-time job while it's happening. It also takes years of seeing deals from the inside to recognize what's normal, what's negotiable, and what's a warning sign. That's a different skill set from preparing tax returns or drafting contracts, even though both of those skills matter a great deal to the outcome.
How the three work together
The best sales I've seen weren't run by one person. They were run by a team where everyone knew their lane.
Your CPA prepares the financials and starts the tax planning early, long before a letter of intent is signed. Your attorney negotiates and protects you in the purchase documents. Your M&A advisor runs the process, keeps the buyers competing, and makes sure the value your CPA helped document actually shows up in the final number.
A good advisor keeps your CPA and attorney informed the whole way through. They were your trusted advisors before the sale, and they'll still be your trusted advisors after it. Nobody on the team is trying to replace anybody else.
That's also why owners often hear about an M&A advisor from their CPA or attorney first. The professionals who know you best are often the first to recognize that you deserve a specialist in your corner for this one.
A conversation, not a pitch
If your CPA or attorney has told you that selling is outside what they normally handle, take that as good advice from people who have your back. The next step is simply finding out what the process would look like for your business.
We're former owners who have been through this ourselves, and we're happy to walk you through it with no pressure and no obligation. Bring your CPA and attorney into the conversation if you'd like; we'd welcome it.
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