Selling an attest practice means dealing with ownership and independence rules. An alternative practice structure is often how buyers work within them. And if the buyer plans to serve your clients more broadly, those rules become even more relevant.

Why attest changes the deal

Audits, reviews, examinations and agreed-upon procedures are regulated services. Only licensed CPA firms can perform them. State ownership rules and professional independence standards limit how non-CPAs and passive investors can own or influence the entity that issues attest reports.

As a result, an outside investor generally can’t buy the entire practice in one conventional acquisition.

What an alternative practice structure does

An alternative practice structure, or APS, pairs a CPA-owned attest firm with a separate non-attest business. Tax, consulting, CAS, technology and administrative functions may sit in the non-attest entity. That entity may be able to accept outside investment. Meanwhile, the attest firm stays under the ownership and control the professional rules require.

The two entities may share a brand, staff and support services under carefully designed agreements. Still, the structure has to work in practice, not just on an organization chart. That includes who controls attest judgment, client acceptance, supervision, systems, costs and cross-selling.

Alternative practice structure rules are still changing

Professional guidance on APS arrangements has existed for decades. However, growing private equity investment has pushed the AICPA to revisit it. In December 2025, its ethics committee proposed revisions to the Code of Professional Conduct for these structures.

Those changes aren’t final yet. As of August 2026, the committee planned to continue discussions on a possible second exposure draft. State rules can differ, too. Any deal should be tested against the rules in effect when it closes.

Expect diligence on the seams

  • Revenue and profit split between attest and non-attest work
  • Ownership, voting rights and governance of each entity
  • Client acceptance, conflicts and independence procedures
  • Shared employees, systems, branding and administrative services
  • Compensation and supervision of attest professionals
  • Peer review, quality management and regulatory history
  • Allocation of clients, contracts, liabilities, A/R and WIP
  • State-by-state ownership and licensure requirements

Many of these items show up in any professional services deal. For a broader view, see what buyers look for when acquiring business and professional services companies.

Get the APS structure right before negotiating around it

An APS can open the non-attest business to a broader set of buyers. It also affects control, intercompany economics, liability and the seller’s role after closing. Those issues are hard to bolt on once everyone has agreed to a price.

A buyer may see valuable tax and attest relationships. They may also see a chance to introduce advisory, wealth or outsourced finance services. Bring in accounting-industry legal, tax and independence specialists early. Have them test the proposed structure against the actual buyer, jurisdictions, clients and operating model.

The structure also shapes value. Learn more in how business and professional services companies are valued, and see our guide to preparing a professional services company for sale.

Sources and context

Educational material only. A firm’s value and transaction structure depend on its specific facts, buyer universe, market conditions, tax considerations and legal requirements.