When selling your business, it is important to seek out a CPA with experience in M&A transactions, ideally someone who has been involved in at least 5-6 transactions in the past 3 years. They should have more than 10 years of experience, with a deep understanding of multi-state implications and international compliance, if needed. Also, they should primarily work with businesses, and depending on the size of the sale, should be able to provide quality of earnings studies, tax and accounting due diligence, among other services. A good CPA should be able to discuss pros and cons of stock vs asset sale and identify potential issues.
The CPA you want for a sale is a transaction accountant, not the person who only prepares your annual return. Ask how many closed M&A deals they have worked in the last three years, and whether they sat on the sell side. Ask who writes the quality of earnings report, who models tax, and who stays in the data room through closing.
A sale CPA should be able to walk the asset-sale versus stock-sale choice in your entity type. They should quantify ordinary income versus capital gain, depreciation recapture, and any C corporation double tax. They should flag QSBS eligibility early, because that benefit dies if you agree to an asset sale. They should also map multi-state filing, sales tax on certain assets, and whether a later move or installment note changes the year you pay.
On larger deals, the same firm often delivers a quality of earnings study and tax due diligence. Those workpapers are what buyers, lenders, and your own counsel will test. If the deal is smaller, you still want someone who has closed enough transactions to see working-capital traps, related-party leases, and owner add-backs before a buyer does.
Interview more than one firm. Have each run a simple after-tax proceeds model on the same headline price, once as an asset sale and once as a stock sale. The better advisor explains the delta in plain numbers and tells you what has to be true in the purchase agreement for that model to hold.