When a CPA firm acquires your fractional CFO firm: re-checking your referrals

Why the acquisition is the moment to re-check referrals

On closing day your referral arrangements start operating under a different rulebook: the buyer's code of conduct, its attest client list and its policy on outside compensation. A client you have served as outsourced CFO for years might also be a review or compilation client of one of the buyer's offices, and that overlap is exactly what the AICPA's commissions and referral fees rule turns on.

A private equity recapitalization of a CFO firm works similarly: the investor's policies and the platform's ethics structure arrive with the capital, so run the same timeline below even though no CPA firm is buying you. Ask whether the new owner has a CPA-owned attest affiliate before assuming the AICPA rule is out of the picture.

Systems move too. Engagement letters, CRM records and shared drives migrate to the buyer's stack during integration, so the paper trail behind every introduction you have made can scatter unless you keep it together.

What changes at closing:

• Whose code of conduct and independence policy applies to your team.
• Which clients are restricted because the combined firm performs attest work for them.
• Who owns client relationships and any outside referral relationships.
• What disclosure the firm requires when compensation is involved.
• Who may register with an outside program: the firm, a services entity or you.

What the AICPA rule says, and why it now reaches your clients

ET 1.520 in the AICPA Code of Professional Conduct says a member in public practice may not accept a commission for recommending a product or service to a client when the member or the firm also performs an audit, a review, certain compilations or an examination of prospective financial information for that client. Where commissions and referral fees are permitted, they must be disclosed to the client. The Code text hosted by the Minnesota Board of Accountancy sets out the rule; the AICPA's online Code is the authoritative current version.

State rules sit on top. Some states adopt the AICPA provisions by reference: Kansas regulation 74-5-103 requires each CPA and firm to comply with the Code's commissions and referral fees provisions, including interpretations. Other states write their own. Whether any of this reaches non-CPA members of your team depends on the license each person holds and on how the buying firm applies its policies, so ask rather than assume.

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

Timeline: what to do before and after closing

How SourceX attribution treats introductions before and after the deal

Credit goes to the first valid referrer whose introduction leads to a verified company application within the attribution window. Apply that rule to the situations an acquisition creates:

Read the program terms for the attribution window and account rules before you move any relationship.

Who to talk to, and in what order

1. The buyer's risk management or ethics partner, about attest overlap and the compensation policy.
2. The integration lead, about when your CRM and document systems migrate.
3. HR or the compensation committee, about who keeps outside rewards.
4. The engagement partner for any client served by both legacy firms.
5. SourceX, in writing, with any account or attribution questions.
6. Only then the client sponsor, if an introduction is still appropriate.

What to say to the buyer's risk partner

Keep it factual and early. A disclosure made in diligence lands very differently from one discovered after closing.

And to a client sponsor once the deal has closed:

What to preserve before systems migrate

Preserve your referral paper trail, not client records. An acquisition does not change the basic rule that a partner never exports, uploads or describes a client's confidential data.

• Your partner registration confirmation and the email address on the account.
• Your referral link and any referral form submissions, with dates.
• Client emails granting permission to be introduced.
• Signed disclosure letters or engagement-letter clauses about referral compensation.
• Notes on which clients you screened and why, kept at the level of size band, history and system count.

Mistakes that cause trouble during integration

• Re-registering clients under a new account to tidy things up. It can create competing introductions for the same company; ask first.
• Assuming silence means approval. If the risk team has not answered, the answer is not yet.
• Letting a personal partner account lapse with your old email domain. Update contact details so notices still reach you.
• Telling clients a payment is likely. No price exists until the company agrees terms, and no reward is guaranteed.
• Forwarding client details to the new firm's business development team to set up calls. Share only names and service lines with risk management.

Which clients are still worth introducing after the deal?

The client test itself is unchanged by the acquisition. A good candidate is a US company that reached 50+ full-time employees at peak (contractors excluded), has documented several years of operations, owns the records it created and has an owner, CEO, CFO or authorized representative willing to sponsor a license. What changes is the filter in front of it: attest status at the combined firm, and the new disclosure template.

Run survivors through the company fit checker for a preliminary, non-binding read, and compare them against the full baseline on who qualifies.

Next step

Send the risk partner your disclosure before closing. If you are not yet registered and the new firm allows it, register as a partner under the account structure the firm approves. The hub for referral opportunities for fractional CFOs covers the rest of the program, and the piece on how CAS growth is reshaping Top 100 firms puts the buyer's CAS strategy in context.