ClosingVault
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Professional services M&A

Data room for selling an accounting, engineering or consulting firm

ClosingVault is a data room for selling a professional services firm, CPA and accounting practices, engineering firms and consultancies, for any deal up to $50 million. Client reports, engagement letters and partner agreements are filed to the checklist as they arrive, and the partners decide the LOI by their share of the firm.

Last updated: 2026-11-03

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What do buyers of a professional services firm ask for in diligence?

A professional firm’s value is its client relationships and the people who hold them, so diligence follows the clients.

  • Revenue by client and by partner

    Several years of fees by client, which partner or principal owns each relationship, and how long each client has stayed.

  • Engagement letters and master agreements

    The terms for the largest clients: scope, rates, renewal, and whether they carry over to a new owner.

  • Recurring and project revenue

    Which fees recur every year, such as tax, audit or retainer work, and which are one-time projects, with the backlog for project firms.

  • Utilization and realization

    Billable hours, rates, write-downs and unbilled work, from the time and billing system.

  • Partner and employee agreements

    Partner agreements, compensation, and non-solicit and confidentiality agreements for staff who serve clients.

  • Professional liability

    The E&O policy, claims history, and the licenses and registrations the firm practices under.

What do buyers worry about in a professional services deal?

Client retention. When relationships sit with one or two partners, the buyer asks how those clients will be handed over, and that question often shapes the price and how much of it depends on clients staying after closing.

The rest is about how the revenue is earned: utilization that varies by partner, unbilled work that never gets collected, and the few large clients that make up a big share of fees. Reports from the time and billing system, filed by period, answer most of it.

How does ClosingVault handle the sale of a professional firm?

The client list stays protected until a buyer has earned it.

Stage-by-stage buyer accessThe client list stays out of reach until diligence, which opens to a buyer only after a submitted LOI. Owner-majority LOIs and exclusivityFour partners vote by their share of the firm; the managing partner can’t accept alone without a majority. Automatic redactionClients’ Social Security numbers and taxpayer IDs are removed; a company’s EIN and client names stay visible. Bring your own checklistA buyer acquiring firms brings its own request list in Excel; Professional saves it for the next deal. Automatic sortingLarge project files, any type up to 50 MB a file, go in by the batch and are filed by topic and period. Ask the Data RoomAsk for “customer contracts” in plain words and get the engagement letters themselves, not a summary.

How fast can a firm’s data room be ready?

About 3 minutes with the standard checklist. It already asks for the Top 10 Customer Contracts, the Standard Customer Contract / Terms & Conditions, Key Employee & Executive Agreements, the Non-Compete, Non-Solicit & Confidentiality Agreements, Commission & Bonus Plans and the Professional Liability (E&O) policy. Add utilization and client-tenure items from your own Excel list. From there it’s fully customizable for any lower-middle-market deal up to $50 million: phases and dates, who can download, and when each buyer’s access ends. The free due diligence checklist is the same standard checklist, as an Excel download.

What does it cost?

Plans start at $79 a month, billed yearly (founding price). The firm that opens the room pays. Invited buyers, sellers, owners and their teams are always free and unlimited. Every plan and price, or see ClosingVault next to seven low-cost data rooms, step by step.

Professional services firms data room questions

I’m the managing partner of a $7 million CPA firm with four partners, and a PE-backed firm wants to buy us. Who approves the LOI?

The partners, by ownership. The room admin enters each partner with their share of the firm, and an LOI is accepted, countered or declined only when owners holding more than half of the firm approve.

Our client list is the whole value of the firm. Can I keep it away from buyers until they’ve submitted an LOI?

Yes. Diligence opens to a buyer only after a submitted LOI, and the room admin can hide any single document from buyers in one click.

I’m selling a 40-person engineering firm and our project files are large. Is there a file size limit?

Yes, 50 MB a file. Any file type uploads, in batches of any size, and zips are unpacked and filed.

I’m buying a smaller consulting firm and I have my own 150-line request list. Can I use it?

Yes. Upload it as an Excel workbook when you open the room; its phases, categories and items become the checklist, and every document the seller adds is filed against it.

Our tax files include clients’ Social Security numbers. Will those be removed?

Yes. Social Security numbers and taxpayer IDs are removed automatically. The rules leave a company’s EIN alone, and names stay visible because a buyer is entitled to see who the clients are.

I’m on the buy side with my own model for valuing firms. Can it read the room’s documents?

Not yet. Coming soon: an MCP connection so the analysis model you built and trust can read the room’s documents directly — included with Professional, available as an add-on for Starter and Plus.

More from ClosingVault

IT services and MSPs data roomRecurring revenue by client, MSAs, vendor agreements and security posture. Insurance agencies data roomBook of business by carrier, commission statements and producer agreements. Every industryData rooms for each kind of lower-middle-market business. Lower-middle-market data roomBuilt only for selling and buying companies up to $50 million. Free due diligence checklistThe standard checklist used in ClosingVault, as an Excel download. Compare data roomsClosingVault and seven low-cost rooms on the 20 steps of a sale.

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Start your 30-day free trial: 1 active deal room, up to 250 documents, no credit card. The firm that opens the room pays. Invited buyers, sellers, owners and their teams are always free and unlimited.

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