If you’re buying an accounting firm, you’re going to meet the purchase agreement.
And by “meet,” I mean it’ll land on your desk like a 40-page exam written in a language you almost recognize but never formally studied.
Let’s demystify it.
Purchase agreements look intimidating, but underneath the legal jargon is a repeatable structure—a logic to how these deals are put together. Once you understand that structure, you stop skimming and start spotting the clauses that actually matter. The ones that can save you from signing something that quietly lights your hair on fire.
Here’s the cheat sheet I walk clients through.
Article 1: What You’re Actually Buying
This section lays out the assets, the purchase price, and the payment terms. Read it slowly. Then read it again.
Pro tip: pay as much attention to what’s excluded as what’s included. If an asset, client list, or system isn’t clearly listed, assume you’re not getting it—because you probably aren’t.
Article 3: The Big List of Promises
These are the representations and warranties from both buyer and seller. Think of this as the “full disclosure, under oath” section.
The real value here? These clauses force sellers to disclose things they may not volunteer—pending litigation, tax issues, unpaid compensation claims. That’s not legal filler. That’s risk protection.
Article 5: Covenants (a.k.a. The Thou Shalt Nots)
Non-competes, non-solicits, and conduct restrictions live here.
The key questions: Are they enforceable? Are they reasonable? And are they written clearly enough that you won’t violate them accidentally just by operating your firm? Vague language here is where future headaches begin.
Article 6: Indemnification
Translation: who pays when something goes sideways.
This section becomes very real, very fast when a third party shows up with a claim. Limits, timelines, and carve-outs matter more here than most buyers realize—until they don’t have a choice.
Miscellaneous: The “Boilerplate” That Isn’t
Standard clauses don’t mean harmless clauses. I’ve seen jurisdiction, notice, and amendment provisions completely change leverage after closing.
Yes, read all of it. Even the severability clause.
Signature Pages: Who’s Actually on the Hook
Make sure real people are signing—not just entities.
You can’t hold “ABC Accounting, LLC” accountable if it dissolves six months after closing. If Jim Anderson is making the promises, Jim Anderson’s signature should be on the page.