A practitioner-grade LOI framework built for the unique deal dynamics of IRS representation firms — covering case file pipelines, contingency revenue, licensed staff retention, and earnout structures that protect both buyer and seller.
Acquiring a tax resolution firm is fundamentally different from buying a traditional service business. The value of the firm lives inside its case file pipeline, the licensing credentials of its practitioners, and the operational systems that keep IRS negotiations moving forward without the founder. A well-drafted Letter of Intent (LOI) must address these nuances before due diligence even begins. This guide walks buyers and sellers through every key section of an LOI specific to tax resolution firm transactions in the $1M–$5M revenue range, including how to handle contingency-fee revenue recognition, structure earnouts tied to case collection performance, and protect both parties during the critical transition period when client relationships are most at risk. Whether you are an enrolled agent acquiring a peer firm, a CPA practice expanding into resolution services, or a private equity-backed roll-up platform, this template and guide will help you move from term sheet to signed LOI with clarity and confidence.
Find Tax Resolution Firm Businesses to AcquireParties and Transaction Overview
Identifies the buyer entity, seller entity, and the specific assets or equity being acquired. For tax resolution firms, it is critical to specify whether this is an asset purchase or equity purchase, as the treatment of active client retainer agreements, pending IRS power of attorney filings, and contingency fee contracts differs significantly between structures.
Example Language
This Letter of Intent is entered into as of [Date] by and between [Buyer Entity Name], a [State] [LLC/Corporation] ('Buyer'), and [Seller Entity Name], a [State] [LLC/Corporation] ('Seller'), with respect to Buyer's proposed acquisition of substantially all of the assets of Seller, including all active client engagement agreements, case files, IRS Form 2848 authorizations, proprietary case management systems, digital marketing assets, trade names, and associated goodwill of the tax resolution practice operating under the name [DBA Name] ('the Business'). This letter of intent is non-binding except as expressly stated herein.
💡 Sellers should push for an equity purchase if the business holds favorable multi-year office leases, software licenses, or state-registered trade names that would be burdensome to re-assign in an asset deal. Buyers typically prefer asset purchases to avoid inheriting undisclosed regulatory liabilities, FTC complaints, or state AG actions related to fee advertising practices — a documented risk in the tax resolution industry. Specify explicitly which IRS POA authorizations and engagement letters transfer and under what client consent process.
Purchase Price and Valuation Basis
States the proposed purchase price and the methodology used to arrive at it. For tax resolution firms, valuation is typically based on a multiple of Seller's Discretionary Earnings (SDE) or EBITDA, adjusted to exclude contingency-fee revenue that has not yet been collected and to normalize for owner compensation, non-recurring case settlements, and any one-time digital marketing spends.
Example Language
Subject to the completion of satisfactory due diligence, Buyer proposes a total transaction value of $[Purchase Price], representing approximately [X.X]x Seller's adjusted EBITDA of $[Adjusted EBITDA Amount] for the trailing twelve months ended [Date]. The adjusted EBITDA calculation excludes: (i) contingency fees recognized on cases not yet resolved with the IRS or applicable state tax authority; (ii) non-recurring settlement bonuses or case windfalls exceeding $[Threshold Amount]; and (iii) owner compensation in excess of $[Market Rate Replacement Salary] annually. The purchase price shall be subject to a working capital adjustment at closing based on a target working capital of $[Target Amount].
💡 The most contentious valuation issue in tax resolution firm deals is how to treat contingency-fee revenue in the pipeline. Buyers should insist on a case file audit prior to finalizing the LOI purchase price, with contingency revenue included only for cases at advanced stages of IRS resolution (e.g., OIC accepted, installment agreement executed). Sellers should push back on blanket exclusions of all contingency revenue and instead negotiate a stage-weighted pipeline value methodology. Expect multiples in the 2.5x–4.5x SDE range, with higher multiples justified by documented recurring retainer revenue, licensed staff tenure, and systemized workflows.
Deal Structure and Payment Terms
Defines how the purchase price will be paid, including the split between cash at closing, seller financing, SBA loan proceeds, and any earnout components. Tax resolution firm deals frequently include seller notes or earnouts tied to case collection performance given the lag between IRS resolution and fee receipt.
Example Language
The proposed purchase price shall be funded as follows: (i) $[Cash at Closing Amount] in cash at closing, to be funded through a combination of Buyer's equity ($[Equity Amount]) and proceeds from an SBA 7(a) loan ($[SBA Loan Amount]); (ii) a Seller Note of $[Seller Note Amount] bearing interest at [X]% per annum, payable over [24] months, with repayment contingent on actual case fee collections from the acquired active case pipeline meeting or exceeding $[Collection Threshold] within the applicable measurement period; and (iii) an earnout of up to $[Earnout Amount] payable over [12–24] months based on the Business achieving $[Revenue Target] in total collected revenue during the earnout period, with quarterly measurement and payment dates.
💡 SBA 7(a) financing is widely used for tax resolution firm acquisitions and lenders are generally comfortable with the asset class given recurring revenue characteristics. However, SBA lenders will scrutinize contingency-fee revenue and may require a higher percentage of retainer-based revenue to qualify. Sellers should negotiate a seller note tied specifically to case collections rather than general revenue to align incentives — this protects the seller from a buyer who underinvests in working the acquired case pipeline. Cap earnout measurement periods at 24 months maximum given the volatility of IRS resolution timelines.
Due Diligence Scope and Timeline
Outlines the specific due diligence items Buyer requires, the timeline for completion, and the access Seller must provide. Due diligence for tax resolution firms requires specialized review of the case file pipeline, practitioner licensing, revenue recognition practices, and the firm's own compliance history with the IRS and state regulators.
Example Language
Buyer shall have [45] business days from the execution of this LOI to complete due diligence ('Due Diligence Period'). Seller agrees to provide timely access to the following: (i) three years of financial statements, tax returns, and monthly revenue detail segmented by retainer fees, contingency fees, and installment billing; (ii) a complete case file summary report for all active cases, including IRS case stage, estimated resolution timeline, projected fee, and current IRS correspondence status; (iii) copies of all practitioner licenses, EA enrollments, CPA certifications, and state bar registrations for all staff handling substantive resolution work; (iv) client engagement agreements and fee disclosure documents for a random sample of [25] active clients; (v) the firm's own IRS compliance history, including any CP-2000 notices, audit correspondence, or state tax authority communications; and (vi) all FTC, state AG, Better Business Bureau, and bar association complaint or inquiry records for the trailing five years.
💡 Sellers should resist open-ended due diligence access without a defined scope and timeline. Require that all case file reviews occur under a strict NDA given the sensitivity of client tax information and attorney-client or federally authorized practitioner privilege considerations. Buyers should insist on a stage-by-stage case file audit and not accept summary pipeline reports without underlying documentation — this is where post-close disputes most commonly originate in tax resolution deals.
Exclusivity and No-Shop Provision
Grants Buyer an exclusive negotiating period during which Seller agrees not to solicit or entertain competing offers. Standard in lower middle market transactions and important for tax resolution firms where a parallel sale process could destabilize staff or trigger early client attrition.
Example Language
In consideration of Buyer's commitment of time and resources to due diligence and transaction planning, Seller agrees that from the date of execution of this LOI through [60] days thereafter ('Exclusivity Period'), Seller shall not, directly or indirectly, solicit, initiate, or engage in discussions or negotiations with any third party regarding the sale, transfer, or other disposition of the Business or any material portion of its assets or equity. Seller shall promptly notify Buyer of any unsolicited inquiries received during the Exclusivity Period.
💡 Sixty days is a reasonable exclusivity window for a tax resolution firm acquisition given the complexity of case file due diligence. Buyers should request extension rights of 15–30 days if SBA loan processing or licensing transfer approvals cause delays. Sellers should negotiate a break-up fee or reimbursement provision if Buyer terminates the deal for reasons other than material due diligence findings — this protects against opportunistic buyers using exclusivity to block competing processes without genuine intent to close.
Seller Transition and Consulting Obligations
Defines the post-close role of the selling practitioner in transitioning client relationships, completing active cases, and supporting staff integration. This section is critical in tax resolution firm deals where the founder often holds personal relationships with IRS revenue officers and manages complex multi-year cases personally.
Example Language
Seller shall provide consulting services to Buyer for a period of [18] months following the Closing Date ('Transition Period') at a rate of $[Monthly Consulting Fee] per month, not to exceed [20] hours per week. During the Transition Period, Seller shall: (i) introduce Buyer or Buyer's designated licensed practitioners to all active IRS revenue officers, appeals officers, and collection personnel handling the Business's active caseload; (ii) complete all pending OIC submissions, CDP hearings, and installment agreement negotiations currently in progress; (iii) participate in client introductory calls for all clients billed at a retainer rate exceeding $[Threshold] per month; and (iv) assist in the transfer of IRS Form 2848 authorizations to Buyer's licensed practitioners. Seller's consulting obligations shall be subject to a non-compete and non-solicitation agreement as described in Section [X] hereof.
💡 The transition consulting agreement is arguably the most important protective mechanism in a tax resolution firm acquisition. Buyers should structure consulting fees as a mix of fixed monthly retainer plus case-completion bonuses to incentivize the seller to actively close out the acquired pipeline rather than wind down gradually. Sellers should negotiate clear boundaries on their obligations — specifying which cases they are personally responsible for transitioning versus which are handled by staff — to avoid open-ended liability for cases that drag beyond the consulting period.
Non-Compete and Non-Solicitation
Restricts the selling practitioner from competing with the acquired business or soliciting its clients and staff for a defined period and geography following closing. Given the relationship-driven nature of tax resolution work and the portability of client files, this section requires careful drafting.
Example Language
For a period of [3] years following the Closing Date, Seller shall not, directly or indirectly: (i) own, operate, consult for, or be employed by any tax resolution, IRS representation, or tax debt relief firm within [50 miles] of the Business's primary operating location or within any state in which the Business actively serves clients as of the Closing Date; (ii) solicit or accept business from any client of the Business as of the Closing Date or during the [24] months preceding the Closing Date; or (iii) solicit, recruit, or hire any employee, contractor, or licensed practitioner of the Business for any competing enterprise. These restrictions shall be subject to reasonable geographic and temporal limitations as required by applicable state law.
💡 Non-compete enforceability varies significantly by state — California, for example, renders most post-employment non-competes unenforceable. Buyers should work with local counsel to ensure the non-compete is structured to be enforceable in the firm's primary operating state. Sellers should negotiate a carve-out allowing them to continue personal tax preparation or general CPA services not involving IRS collections or resolution work, particularly if they plan to remain active in the broader tax profession post-sale.
Conditions to Closing
Lists the material conditions that must be satisfied before either party is obligated to close the transaction. For tax resolution firms, conditions should include staff retention milestones, licensing transfer confirmations, and IRS compliance clearances in addition to standard financing and legal conditions.
Example Language
The obligation of Buyer to consummate the transactions contemplated herein shall be subject to the satisfaction of the following conditions prior to or at Closing: (i) completion of due diligence to Buyer's reasonable satisfaction, with no material adverse findings in the case file audit, financial review, or practitioner licensing verification; (ii) receipt of SBA 7(a) loan approval and funding commitment in the amount of $[Loan Amount]; (iii) execution of employment agreements by no fewer than [X] licensed practitioners (EAs, CPAs, or tax attorneys) currently employed by Seller, on terms reasonably acceptable to Buyer; (iv) confirmation that the Business holds no unresolved FTC, state AG, or bar association complaints or enforcement actions; (v) transfer or re-issuance of all material software licenses, case management platform subscriptions, and IRS e-services credentials to Buyer's entity; and (vi) delivery of a client consent and notification plan acceptable to Buyer for the assignment of client engagement agreements.
💡 The staff retention condition is frequently negotiated hard by sellers who fear that making employment agreements a closing condition gives buyers a pretext to walk away if one practitioner declines. Consider framing the condition as a minimum threshold — e.g., practitioners representing at least 80% of active billed cases must have signed agreements — rather than requiring unanimous sign-on. The IRS e-services and CAF number transfer process can take 30–60 days and should be initiated immediately upon LOI execution to avoid closing delays.
Pipeline Case Valuation Methodology
How the active case file pipeline is valued and included in — or excluded from — the purchase price is the single most consequential negotiation point in a tax resolution firm deal. Buyers should push for a stage-weighted methodology that assigns value to cases only at defined resolution milestones (e.g., OIC submitted, installment agreement executed, lien release filed), with contingency fees for early-stage cases held in escrow and released as cases close post-acquisition. Sellers should insist that the pipeline methodology be documented in detail before LOI execution to avoid post-close disputes over whether specific cases were fairly valued.
Earnout Metrics and Measurement Period
Earnouts in tax resolution firm deals are best tied to collected revenue rather than billed revenue, given the lag between IRS resolution and actual fee receipt. Negotiate specific quarterly measurement dates, clear definitions of what constitutes 'collected revenue' (cash receipts only, net of refunds and chargebacks), and a seller right to audit Buyer's collection records during the earnout period. Cap the earnout measurement period at 24 months to prevent open-ended seller exposure to Buyer's post-close operational decisions.
Seller Note Contingency and Case Collection Triggers
When a seller note is tied to case collection performance, both parties must agree on exactly which cases are included in the measurement pool, what collection threshold triggers repayment obligations, and what happens if Buyer fails to actively work the acquired pipeline. Include a provision requiring Buyer to use commercially reasonable efforts to collect on acquired cases and an acceleration clause allowing Seller to demand full note repayment if Buyer materially neglects the pipeline or resells the firm within the seller note term.
Retainer vs. Contingency Revenue Split at Closing
The ratio of retainer-based to contingency-fee revenue at closing directly affects both the purchase price multiple and SBA lender willingness to finance the deal. Negotiate a representation and warranty from Seller that retainer revenue as a percentage of total revenue meets a defined minimum threshold (e.g., 40% or higher) as of the trailing twelve months, with a purchase price adjustment mechanism if the actual ratio falls below that threshold upon audit.
Licensed Staff Retention and Employment Agreement Terms
Retention of licensed EAs, CPAs, and tax attorneys is essential to maintaining case continuity and client confidence post-acquisition. Negotiate minimum employment agreement terms (salary floors, benefit structures, non-solicitation periods) in the LOI rather than deferring entirely to post-LOI negotiation — staff retention conditions that are undefined at LOI stage frequently become deal-breakers when key practitioners demand above-market terms at closing. Include a signing bonus pool funded from deal proceeds to incentivize staff to execute employment agreements prior to close.
Find Tax Resolution Firm Businesses to Acquire
Enough information to write a strong LOI on day one — free to join.
Tax resolution firms in this revenue range typically trade at 2.5x to 4.5x Seller's Discretionary Earnings (SDE) or adjusted EBITDA. Firms at the higher end of the range have strong recurring retainer revenue (40% or more of total revenue), documented and systemized case management workflows, licensed staff teams with long tenure, and diversified client acquisition channels. Firms heavily dependent on the founding practitioner, with concentrated contingency-fee pipelines and minimal staff infrastructure, tend to trade at the lower end of the multiple range — or struggle to attract qualified buyers at any price without a meaningful transition consulting commitment from the seller.
Contingency-fee revenue should be treated differently depending on case stage at the time of the LOI. Revenue from cases at advanced resolution stages — where an OIC has been formally accepted, an installment agreement is fully executed, or a lien release has been filed — can reasonably be included in trailing revenue for valuation purposes. Revenue from early-stage or stalled cases should be excluded from the base purchase price and instead captured through a case-collection earnout or seller note with contingent repayment. Both parties should agree on a written case file methodology before signing the LOI to prevent valuation disputes during due diligence.
Buyers almost universally prefer asset purchases for tax resolution firms because they allow the buyer to acquire specific assets — client engagement agreements, case files, trade names, software, and goodwill — while leaving behind undisclosed liabilities, including FTC complaints, state AG actions, or bar grievances that are disproportionately common in the tax resolution industry due to aggressive advertising practices. Sellers may prefer equity purchases for tax efficiency and cleaner assignment of existing contracts. If an equity purchase is agreed, buyers should insist on robust representations and warranties covering regulatory compliance history and consider purchasing rep and warranty insurance given the industry's regulatory risk profile.
SBA 7(a) financing is a primary funding mechanism for tax resolution firm acquisitions in the $1M–$5M revenue range, allowing buyers to finance up to 90% of the acquisition price with a down payment as low as 10%. SBA lenders are generally receptive to the industry given its recession-resistant characteristics and recurring revenue potential. However, lenders will scrutinize the revenue mix carefully — firms with more than 60% of revenue from contingency fees may face lender pushback on projected cash flow stability. Buyers should work with an SBA lender experienced in professional services acquisitions and plan for a 60–90 day underwriting timeline from LOI to loan commitment.
For most tax resolution firm acquisitions, an 18-month transition consulting period is appropriate — long enough to work through the most complex active cases and introduce the acquiring practitioner to key IRS contacts, but short enough to prevent the seller from becoming a crutch that delays true operational independence. Structure consulting fees as a combination of a fixed monthly retainer (to ensure availability) and case-completion bonuses tied to specific pipeline milestones (to incentivize active participation). Define clearly which cases the seller is responsible for personally transitioning versus which are assigned to staff, and include a provision reducing the consulting fee after month 12 to begin the natural wind-down of the seller's involvement.
The most serious red flags include: (1) a high percentage of cases in early intake or IRS correspondence stages with no documented progress for 90 or more days, suggesting a stalled pipeline being presented as active; (2) cases where the client has not paid their retainer in 60 or more days, indicating fee collectability risk; (3) engagement agreements that do not clearly disclose fee structures or that contain provisions inconsistent with IRS Circular 230 or FTC regulations on debt relief services; (4) cases where the firm is representing the client in a matter where the firm itself has a conflict of interest or where a prior practitioner has not formally withdrawn their POA; and (5) any pattern of IRS or state tax authority complaints about the firm's practitioner conduct, which could result in disbarment or suspension of key staff post-acquisition.
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