How to Use an SBA Loan to Buy an Accounting or CPA Firm

Before approaching lenders, clarify the type of CPA firm you are targeting — tax-focused, bookkeeping and advisory, audit-heavy, or a generalist practice. Confirm you meet the baseline SBA borrower requirements: U.S. citizenship or permanent residency, no prior SBA defaults, and either an active CPA license or documented accounting firm management experience. Identify your target revenue range ($1M–$5M), preferred geography, and minimum EBITDA threshold (typically $500K+). This upfront clarity speeds lender conversations and improves your pre-qualification odds.

Not all SBA lenders understand accounting firm deal structures, particularly earnouts tied to client retention rates or revenue multiples on recurring billings. Seek out banks or non-bank SBA lenders with a track record in professional services acquisitions. Prepare a borrower package that includes your personal financial statement, three years of personal tax returns, a resume highlighting accounting or business ownership experience, and a one-page acquisition thesis explaining why the target practice is a sound investment. SBA Preferred Lenders (PLPs) can approve loans in-house without SBA review, significantly shortening the timeline.

Request three years of reviewed or compiled financial statements, tax returns, and a detailed client revenue roster from the selling CPA. Analyze client concentration — if the top five clients represent more than 40% of billings, flag this as a risk that may require a larger earnout component. Evaluate the quality of recurring revenue from retainer-based tax, bookkeeping, and advisory engagements versus one-time project work. Confirm that all staff CPAs hold current licenses and have signed non-solicitation agreements. Review the firm's practice management software, billing systems, and workflow documentation to assess post-acquisition operational continuity.

A typical CPA firm acquisition using SBA financing is structured as follows: SBA 7(a) loan covering 80–90% of the purchase price, 10% buyer equity injection, and a seller note for any remaining balance. The seller note must be on full standby for at least 24 months if it is being counted toward the equity injection. Earnout provisions tied to 12–24 month client retention — common in accounting deals — must be clearly defined and separate from the SBA note; lenders will not include contingent earnout payments in the financed amount. Engage an M&A attorney familiar with CPA firm transactions to draft the asset purchase agreement, client assignment provisions, and seller transition agreement.

Submit your complete SBA loan package to your chosen lender, including the executed letter of intent, business financial statements, personal financial statements, practice management and client revenue documentation, and the draft asset purchase agreement. The lender will order a business valuation — required by SBA for any change-of-ownership loan — from an approved appraiser. Be prepared to explain how client relationships will be retained post-close, how the seller's transition will be structured, and how you plan to manage tax season continuity. Respond to underwriter questions quickly to avoid delays.

At closing, the SBA loan funds are disbursed directly to the seller (and any other lienholders) through an escrow or closing agent. The seller transition period — typically 12 to 24 months — begins immediately. Prioritize personal introductions to the firm's top 20 clients within the first 60 days, retaining the selling CPA as the visible face of the practice during the handoff. Communicate with staff early and transparently about compensation, career paths, and the firm's direction to minimize turnover. Activate a client retention monitoring process tied to any earnout milestones in your purchase agreement.