This post uses hypothetical scenarios for illustrative purposes only. It does not describe any actual client, transaction, or representation, and is not legal advice.
Consider a hypothetical founder who built a forty-person CPA firm in Florida over twenty-five years — audit practice, tax practice, a client advisory group that grew faster than either. A private equity-backed accounting platform calls, the multiple is real money, and the founder starts imagining the wire. Then the platform’s counsel sends over a structure chart with two entities on it where the founder’s one firm used to be, and a services agreement running between them, and the founder asks the reasonable question: why can’t they just buy the firm? The answer is that in Florida, as in most states, they largely can’t. The accountancy statute decides who may own a CPA firm, and a private equity fund is not on the list — at least not for the whole thing.
Florida law reserves majority ownership of licensed firms to CPAs
Two provisions of Chapter 473 of the Florida Statutes do the work. Section 473.3101 requires a firm license for any firm with a Florida office that practices public accounting or holds itself out as a CPA firm. And section 473.309 sets the ownership rules for the entity behind that license: whether the firm is a partnership, corporation, or limited liability company, owners holding at least 51 percent of both the financial interest and the voting rights must be certified public accountants in some state, with at least one owner holding an active Florida license. For corporations the CPA majority must also be principally engaged in the business of the firm — a passive CPA figurehead does not satisfy the statute. Non-CPA ownership is permitted, but it is capped at a minority of the economics and a minority of the control, and the non-CPA owners must generally be active participants in the firm rather than outside investors.
That is the wall a buyout runs into. A fund cannot hold 100 percent — or even 60 percent — of the licensed firm’s equity. Voting control and majority economics of the attest practice must stay with licensed accountants, and the firm’s license, its peer review enrollment under section 473.3125, and its ability to sign audit and attestation reports all depend on keeping the ownership test satisfied continuously, not just at closing.
The roll-up answer is the alternative practice structure
The accounting industry’s workaround is by now well developed, and it looks a lot like structures Florida deal lawyers know from healthcare. The target firm splits in two. The attest practice — audits, reviews, examinations, everything requiring a licensed firm — stays in a CPA-owned entity that keeps the firm license and the 51 percent CPA ownership. Everything else — tax preparation, client advisory services, bookkeeping, the back office, the brand, the lease, most of the employees — sells into a services company the investor owns outright. A long-term administrative services agreement connects the two: the services company provides staff, technology, space, and management support to the attest firm for a fee, and the attest firm keeps professional judgment, report signing, and client relationships on the regulated work. Florida practitioners will recognize the pattern immediately from physician practice MSO structures and dental DSO deals — same regulatory logic, different licensing board.
For the seller, this changes what is actually being sold and how the price arrives. The big check comes from the services company purchase — typically an asset sale of the non-attest business. The founder’s continuing equity story lives partly in the attest firm, which the CPAs still own, and often partly in rollover equity in the platform. The allocation between the two entities is not cosmetic: it drives tax character, it determines which entity’s representations stand behind which liabilities, and it must be defensible as a matter of regulatory substance, because a services fee that quietly strips all the attest firm’s economics invites the question whether the CPA owners really own anything at all.
Diligence and drafting points that decide whether the structure holds
First, the ownership math has to work on day one and every day after. The attest firm’s operating agreement or shareholder agreement should hard-wire the 51 percent CPA requirement: transfer restrictions, automatic redemption when an owner loses licensure or dies, and a mechanism to restore compliance before the board of accountancy notices rather than after. Second, control terms in the services agreement need discipline. The investor will want covenants protecting its economics; the statute and professional standards require that attest decisions, independence calls, and report signing stay with the CPAs. Consent rights drafted too aggressively convert a services arrangement into de facto control of a licensed firm, which is precisely what section 473.309 forbids. Third, independence is a deal issue, not just a professional one — an attest firm cannot audit clients that the investor’s portfolio touches in disqualifying ways, so the platform’s existing holdings belong in diligence both directions. Fourth, the ordinary transactional hygiene still applies: firm names must comply with the fictitious name rules of section 473.321, client files and engagement transfers need attention to confidentiality and consent, peer review status should be current, and the partners’ restrictive covenants — which will be tested if the deal sours — should be drafted against Florida’s sale-of-business noncompete presumptions rather than the shorter employee-side ones. All of it belongs inside a coordinated deal structure designed before the letter of intent, because retrofitting a two-entity structure after signing a one-entity term sheet is expensive in both fees and goodwill.
The takeaway
Florida’s accountancy statute makes majority ownership of a licensed CPA firm a professional privilege, not a market commodity: 51 percent of the economics and the votes stay with CPAs, and the firm license depends on keeping it that way. Private equity buys Florida accounting firms anyway — through alternative practice structures that separate the attest firm from a services company and connect them by contract. Sellers should understand that the structure chart with two boxes is not the buyer being difficult; it is the only lawful shape the deal can take, and the terms of the split — the asset allocation, the services fee, the governance of the attest firm — are where the founder’s real economics are won or lost. The statute sets the frame. The negotiation fills it.
If you are selling a Florida CPA firm to a platform buyer — or structuring the acquisition and want the two-entity architecture right the first time, feel free to reach out to my firm manager, Magda, at Magda@montague.law, or fill out our contact form. Mention you read this post.
