Many people will utilize the term “Accountant” & “CPA” interchangeably (or as synonyms) not realizing that there is a huge difference. A Certified Public Accountant (CPA) is licensed by the state and carries enormous clout in financial and business circles. To qualify, the professional is required to undergo an intense and comprehensive process that involves experience, ethics, & education as well as pass the rigorous Uniform CPA Exam. While not all accountants are CPAs, all CPAs are accountants.
The accounting field is extremely broad and most CPAs adopt a specialization. Examples include: audit, tax (personal or business), forensic accounting, company valuation, financial planning, and business transaction structuring. In addition, Certified Public Accountants typically concentrate in either private businesses or publicly traded companies. Choosing the right CPA for the advisory team, regardless of whether it is a business buyer or business owner, will have a significant influence on the success of the transaction. Clients should perform thorough research to locate a CPA who has an experienced track record in business transactions, preferably with enterprises that are the type and size that they are seeking to acquire or sell.
It is important to recognize that as the complexity and size of the deal increases, the requirement for innovative structuring options will increase. Tax management, deal structure, and transaction funding must be proactively addressed early in the process. “There are countless tax strategies available to small business owners or business purchasers. Regardless of how complex a tax strategy is, the optimal approach will be based upon a synthesis of both the seller’s and buyer’s personal tax situation along with the business itself,” stated David DeMarco, Partner of Byrd Proctor & Mills CPAs.
Consulting a CPA to determine the optimal deal structuring methodology often increases the economic benefit (after tax) received by a seller. The allocation of purchase price, involved in asset sale transactions, is an additional aspect of the transaction, negotiated between a buyer and seller, that influences what type of taxes are applicable in the sale (i.e. capital gains or net ordinary income ). The different tax implications for each type of structure will have a material impact on the total “net” value of the deal. Depending on whether it is a stock sale or an asset sale in addition to the type of entity being sold (Sole Proprietor, Partnership, LLC, S-Corp, or C-Corp) will determine what decisions are made, when structuring, to maximize the transaction value. In many cases, the more successful deals are accomplished through a collective effort between the acquirer and seller and their CPA advisors to accommodate a tax parity structure that is win-win.