A few years ago, private equity deals in accounting were something you read about in headlines about the largest firms in the country. Now the emails and phone calls are reaching firms with a few million dollars in revenue, and plenty of owners aren't sure what to make of them. Some are curious, some are skeptical, and many simply don't have enough information yet to know whether the conversation is one they want to have.
Whether you plan to sell, join a platform, or stay independent for decades, it helps to understand how these deals work and what they could mean for your firm. Marcus Dillon, CPA, who leads Dillon Business Advisors (DBA) with Rachel Dillon, spends a lot of time tracking this market, and his advice starts with getting clear on what you want before anyone else frames the decision for you.
Prefer to watch? Here’s the full conversation.
Private equity can sound intimidating, but the basic idea is simple. "Private equity gets a bad rap," Marcus says. "It’s pooled investor money — that’s all it is." A fund raises capital from investors, uses it to buy or invest in businesses, works to grow their value, and eventually sells its stake for a return. As with any kind of buyer, there are great people to work with and some you'd rather avoid.
The timeline is what matters most for a firm owner. Traditional private equity funds typically hold an investment for about three to five years, and sometimes up to seven, according to CFO Brew, before selling to another buyer. Family offices and other long-hold investors work differently, often holding for 10 to 30 years with less pressure to sell. If you're asked to keep a stake in the business after a deal, the buyer's timeline becomes your timeline too, so it's one of the first things to ask about.
The change has happened quickly. By late 2025, more than half of the 30 largest U.S. accounting firms had some form of private equity investment, compared with none in 2020, according to the New Jersey Society of CPAs. The same article counts more than 53 notable private equity transactions involving U.S. accounting firms between 2020 and mid-2025, totaling about $29 billion in capital.
Those big-firm platforms are now buying smaller firms to keep growing. Marcus sees buyers actively looking at firms in the $2 million to $20 million range, alongside individual buyers coming out of business school programs focused on buying small businesses. If you own a firm in that range, you're likely to hear from them, if you haven't already.
Sell to another owner or a larger firm. This is the traditional route. A buyer takes over your practice and, in most cases, fully absorbs it. Your brand, technology, processes, and back office move into theirs, usually soon after closing. Your clients get the resources of a larger organization, and you give up most of your independence.
Join a platform or private-equity-backed group. These groups bring outside capital and shared resources. Their pitches split two ways, though, and the money behind them usually tells you which one you're hearing.
Full integration. Many private equity-backed groups ask firms to fold into a new, unified brand. Technology, processes, and back office get standardized across every firm so AI and other tools roll out at once, and the whole group looks like one clean business when it's their turn to sell. That makes sense on a shorter timeline, since the plan is often to grow and sell on a quick turn.
Stay autonomous and decentralized. Other groups pitch a lighter touch. Your firm keeps its name and identity and taps into shared technology, data, and expertise. As Marcus puts it, the pitch is "independence matters where it matters." This model often comes from patient capital, usually family office money rather than private equity, which tends to hold investments longer and has less reason to push every firm into one mold.
Whichever pitch you hear, go in with clear eyes about how much control you're giving up. Owners who expect to keep all of it are often surprised. "You sold part of your business or joined this platform," Marcus says. "What did you expect?"
Stay fully independent. You keep full ownership of your brand, technology, and decisions. You also carry the full cost of keeping up, including the technology investment that larger, consolidated firms can spread across many offices.
Every deal is different, but Marcus describes a common structure as roughly 60% cash at closing, 20% in a note paid over time, and 20% in rolled equity, meaning ownership in the larger platform. That rolled equity is meant to align your interests with the buyer's. It could be valuable when the platform sells again, but it's also the part of the deal with the least certainty.
Before you evaluate an offer, make sure you know what your accounting firm is worth. Then ask every buyer the same questions: how long they plan to hold, what happens to your equity in a future sale, what's expected of you after closing, and what performance targets are tied to your payout.
The most useful work happens before the first conversation. Marcus encourages owners to start with "knowing where you are strong and what your non-negotiables are." When you're clear on those, it's much easier to tell a good fit from a persuasive pitch.
That last point ties to some of Marcus's most direct advice: "Because other friends are doing deals, don't feel pressure to do your own and do a bad one." A deal made out of fear of missing out rarely serves the owner, the team, or the clients well.
Staying independent is still a strong option, but it takes intention. Marcus describes the traditional "legacy" firm as one whose balance sheet "is made up of the human relationships of the team and of the clients."
Firms that will thrive on their own are building value that doesn't depend on any one person, through documented systems, consistent client service teams, a real technology and AI budget, and recurring revenue.
Independent firms also don't have to go it alone. Peer communities, mastermind groups, and shared resources can give a smaller firm access to the kind of knowledge and support that platforms promise.
You don't need to decide today whether you'll ever sell, but you'll make a better decision if you think it through before a buyer's timeline takes over. Start with what matters most to you, learn how deals are structured, and treat every conversation as information rather than pressure.
If you're starting to get calls from buyers, or you want to plan ahead before you do, Collective by DBA's advisors can help you think through your goals, review the questions to ask, and compare your options with someone who isn't trying to buy your firm. Schedule a call with Collective by DBA to talk through your plans.