Professional Services
Buy-Sell Agreements
for Professional Firms
Define what happens on death, disability, divorce, retirement, or departure — before any of it is urgent.
A buy-sell agreement is the single document that determines whether a partner departure strengthens or destroys a professional firm. For CPAs, attorneys, engineers, RIAs, and real estate practices, the agreement must address each profession's licensing rules, book-of-business economics, and regulatory constraints. We draft buy-sells that are enforceable, fair, and profession-appropriate — not generic small-business templates.
What We Deliver
Trigger Events & Buyout Terms
Every event that triggers a buyout and the exact terms that follow.
- Death, disability, retirement, voluntary withdrawal
- Involuntary termination for cause vs. without cause
- Loss of professional license or disqualification
- Divorce, bankruptcy, or insolvency of a partner
Valuation Methodologies
The formula or process for pricing a departing partner's interest is the most litigated provision.
- Formula-based (multiple of EBITDA, collections, or AUM)
- Book-of-business and client retention assumptions
- Independent appraisal protocols
- Discounts for lack of marketability or control
Funding & Payment Structure
A buyout without a funding plan is a lawsuit waiting to happen.
- Cross-purchase vs. entity-purchase life insurance
- Disability buyout insurance
- Installment notes with security interests
- Sinking funds and reserve accounts
Governance & License-Based Ownership
Most professional firms are limited to licensed owners. Your buy-sell must reflect that.
- Mandatory divestiture on license loss
- Protection against non-licensed spousal ownership
- Voting thresholds for admission of new partners
- Deadlock resolution and mediation clauses
Our Process
Partnership Audit
We review your existing entity, cap table, insurance, and prior agreements.
Design Workshop
Partners agree on triggers, valuation, funding, and governance — before we draft.
Drafting & Funding
We deliver the agreement and coordinate with insurance and banking to fully fund each trigger.
Frequently Asked Questions
Straight answers to the questions our clients ask most.
What happens if a partner dies without a buy-sell in place?+
Their ownership interest typically passes through probate to their heirs. For licensed firms where non-licensed ownership is prohibited (law, CPA firms, engineering), this creates an immediate compliance problem. A buy-sell prevents this by requiring a mandatory purchase at death, often funded by life insurance.
How is a CPA firm or law firm valued in a buy-sell?+
Common methods include multiples of collections or EBITDA (1x–1.5x collections for many CPA firms, 1x–2x for law firms), formula approaches based on book of business, or independent appraisals. Practice area, client concentration, and partner longevity drive the multiple.
How is an RIA valued in a buy-sell or sale?+
RIAs typically trade at a percentage of recurring revenue (often 2x–4x) or a multiple of EBITDA (6x–10x for larger firms), with adjustments for client retention, recurring revenue mix, and growth profile.
What if a partner loses their professional license?+
Because licensed professional firms require licensed owners, a buy-sell should include a mandatory, often accelerated buyout on license loss — typically at a discounted valuation.
How does a buy-sell interact with a partner's divorce?+
Without protective language, a non-licensed ex-spouse could be awarded a share of the firm interest. A properly drafted buy-sell prevents ownership transfer to a non-licensed party and provides a buyout mechanism that keeps ownership intact.
Ready to Protect Your Future?
Take the first step toward securing your legacy. Schedule a free consultation with our experienced team or contact us today to discuss your legal needs.
Call us directly: (888) 517-4575