Why Your Letters of Intent Keep Getting Ghosted (and What to Do About It)
Let me guess—you’ve submitted ten Letters of Intent (LOIs) to sellers of accounting firms, and the only thing you've heard in return is the sound of crickets. No rejections, no responses, just a deafening silence.
Here’s the harsh truth: it’s probably not your purchase price. It’s not even the structure of your LOI. It’s that you’re ignoring the question sellers care about most:
How are you going to run this business?
I’m Sara Sharp, a deal attorney and buyer-seller whisperer for accounting firms nationwide. Every week, I speak with about 20 different people hoping to break into the accounting acquisition world. And this one issue comes up again and again.
If you’re not answering that question—especially if you’re not a CPA—you’re wasting everyone’s time, including your own.
Not All Accounting Work Is Created Equal
Here’s the first distinction you need to understand: accounting ≠ CPA.
Yes, they overlap, but CPA-specific work—like audit and attest services—is highly regulated. In most states (actually, 49 jurisdictions), you must be a CPA to own more than 49% of a CPA firm. In South Carolina? You’ll need a full 66.23%.
Think of it like trying to buy a medical practice when you’re not a doctor. Nobody wants that. Nobody’s allowed to do that. The end.
What If You’re Not a CPA?
Good news: not all firms do CPA-specific work. Some are technically structured as CPA firms even though they don’t do audits or attestation. If that’s the case, we can reclassify the firm as a general accounting practice—and those can be owned by non-CPAs.
But you have to know what you’re buying. If more than 10% of their revenue is coming from CPA-restricted services, you’ll need a plan.
And no, that plan cannot be “I’ll just hire a tax manager.” Sellers have heard that one before, and they’re not buying it.
The Real Plan Sellers Want to See
You need to come in with a clear, confident strategy. Ideally, one of the following:
Alternative Practice Structure (APS): Set up an LLC where 51% is owned by a CPA, and all the regulated work flows through that entity. It’s been done for decades in dental and medical roll-ups. It’s boring. It’s proven. It works.
Keep the Attest Work With the Seller: Just carve it out. Buy only the general accounting work. Let them keep the rest or license it to you.
Partner with a CPA: Already have a CPA on board? Great. Mention that in your LOI, loud and clear.
But under no circumstances should your big reveal be: “I was looking at HVAC companies last week, and now I’m trying accounting.” These sellers spent years earning those three letters after their name. They want someone who understands—and respects—that.
States Where You Absolutely Cannot Own a CPA Firm Without Being a CPA
Consider this your “do not pass go” list if you’re not a licensed CPA:
Delaware
Hawaii
New York
Northern Mariana Islands
U.S. Virgin Islands
Why This Matters
Most sellers in this industry aren’t chasing a big payout. They’re chasing peace of mind. These businesses often trade at modest multiples, not life-changing ones. Sellers want to know that their clients will be taken care of.
That means your LOI has to do more than outline price and terms. It needs to say: “Here’s how I’m going to carry your legacy forward without wrecking it.”
And please, for the love of all things compliant, don’t say you’re going to offshore everything or turn their client relationships into a VLOOKUP project. That’s a surefire way to get ghosted.
TL;DR
Want sellers to take your LOI seriously?
Know whether the firm is truly required to be a CPA firm or just labeled that way.
Have a plan that actually complies with state regulations.
Don’t insult their intelligence by pretending hiring is easy or clients are interchangeable.
Speak their language—and back it up with facts.
If you’re buying an accounting firm and not talking about ownership compliance in your first outreach, you’re not just behind—you’re invisible.
Ready to stop getting ghosted and start getting calls back? Check out our resources on our Dealmakers YouTube Channel here.
