The first practical question retiring principals ask is rarely "what is my book worth?" It is "how do I tell my team?"
The good answer is operational, not emotional. Done properly, communicating a practice sale is a managed sequence running from the signing of Heads of Terms through to completion and the first ninety days afterwards. Done badly, it leaks, sours the deal, and damages exactly the people you spent twenty years training and trusting.
Contents
- Why timing matters
- Who to tell, in what order
- The senior-staff conversation
- The wider-team conversation
- The top-client conversations
- The wider-client letter
- Common worries you will be asked about
- After completion: the first ninety days
- What to do today
Why timing matters
Three rules apply, regardless of the size of your practice or the buyer.
Premature disclosure damages the deal. If staff find out before Heads of Terms is signed, two things happen: a senior person you were counting on to bring across may resign before you can offer them anything; and the buyer's view of the firm shifts because they are no longer negotiating with a confidential seller. ICAEW guidance and the standard mutual NDA both contemplate principal-only conversations until at least HoT.
Late disclosure damages trust. If staff find out from a client at a chance lunch in week ten, you have a problem you cannot fix. The senior person who learns from someone else loses faith in you whether or not the deal is good for them.
The sequence is therefore: senior staff first, then wider team, then top clients, then everyone else. Each step has a typical week in our 12-week timeline. They are not arbitrary.
Who to tell, in what order
- Weeks 1 to 4: nobody outside the principals.
- First call, Heads of Terms negotiation, and exclusivity are all handled between principals only. The buyer and the seller. Their respective solicitors, on a need-to-know basis. Nobody else.
- Weeks 5 to 6: the senior-staff conversation.
- The senior accountant or senior manager who is most operationally critical, told first. Usually one person; occasionally two. This conversation happens after HoT is signed and before the SPA is drafted, because their reaction informs the deal.
- Weeks 9 to 10: the wider team.
- The rest of the team is told closer to completion, when the SPA is in late draft and the deal is reasonably certain. Earlier is unnecessary anxiety; later is a betrayal.
- Week 11 (completion week): the top clients.
- The top 20 per cent of clients by fee value are told personally, by you, in the days immediately around completion. Joint introduction meetings with the buyer follow over the next four to eight weeks.
- Week 12 (post-completion): the wider client base.
- A jointly-signed letter, your name first, goes out by post (for clients over 65) or email (for everyone else). Typically the day after completion or the day after that.
The senior-staff conversation
This is the single most important non-deal conversation you will have during the sale process. Get it wrong and you may lose the person whose presence determines whether year-one retention works.
Where. Your office, after hours, with the door closed. Not a coffee shop. Not over lunch. The signal that this is a confidential firm matter is part of the message.
When. A scheduled meeting they have a sense of in advance, not an ambush. "Are you free tomorrow at 5pm for a confidential conversation?" is the level of warning you should give.
Who is in the room. You and the senior person. Not the buyer. The buyer joins the second senior-staff meeting, a week or two later, after the senior person has had time to absorb the news and form their own questions.
What to say. The five-sentence version:
- "I am planning to sell the practice and I want you to hear it from me first."
- "I have signed Heads of Terms with a buyer I have done my own diligence on, and I will tell you who they are in a moment."
- "The intention is for the team to come across on existing terms. The deal economics depend on staff continuity, so the buyer's interest is aligned with that."
- "I would like you to meet the buyer in the next two weeks, ask them anything you want, and then decide how you feel about it."
- "Whatever you decide, you have my support. If you want to come across, I want that. If you would rather use this as your own moment to do something different, I will help you do that on terms that recognise your service."
What to leave for later. The price. The exact 50/25/25 structure. The retention test. These details belong in the SPA, not in this conversation. If asked, "the price is in line with the market for a book like this and you can ask the buyer about the deal terms when you meet them" is a legitimate answer.
What you should expect to hear. Most senior people respond with composure, ask one or two practical questions (their salary, their pension, whether they are still required), and ask for time to think. A small minority react more strongly. Both are normal. Give them the weekend.
The wider-team conversation
Two formats work. A short all-team meeting, scheduled at the start of a working day, followed by a written summary by email the same hour. Or a series of one-on-ones spread across two days, followed by the all-team meeting and the written summary.
The one-on-ones first approach is more work but better received in firms of fewer than fifteen people, because the question "did I really hear what I think I heard" is best answered with eye contact rather than a group setting.
Topics to cover, in this order:
- Why you are selling (one or two sentences; honesty is fine).
- Who the buyer is, briefly. Name, regulator, scale, geography.
- What does not change: salary, pension, hours, role, office (if applicable).
- What changes immediately on completion: the letterhead, the email signature, the firm name on engagement letters from the next renewal.
- What changes over the first 12 months: introductions to the buyer's team, any optional training opportunities, the formal review cycle starting on the buyer's calendar at month 12.
- What you are doing personally for the next 12 weeks (you remain in the office during the post-completion handover) and after (you step back).
Have the SPA-relevant employment commitments printed and available for anyone who wants to read them. Most will not ask; offering reassures everyone that there is no hidden small print.
The top-client conversations
The top 20 per cent of clients by fee value usually represent 60 to 75 per cent of the relationship value of the practice. They are told in person, by you, in the week around completion. Joint introduction meetings with the buyer follow.
The script for the call you make to invite them. "I am writing to clients personally about a change to the firm. Could I drop in for thirty minutes next week, at your office or wherever suits, to explain in person?" Almost everyone says yes.
The thirty-minute meeting. You introduce yourself and the buyer's principal jointly. You explain that you are stepping back, you have done your own diligence on the buyer, and the partner who will be looking after them from now on is the person sitting next to you. The buyer says ten or fifteen sentences about themselves and their firm. You ask the client what questions they have. You then ask the buyer to leave for the last five minutes so the client can ask you privately whether you genuinely think this is a good outcome. You answer honestly.
What clients tend to ask. "Why are you selling?" (Honest answer.) "Will my fee go up?" (No fee changes for at least 12 months; review on the renewal cycle thereafter.) "Will I still get the same service?" (Yes, with the same software, the same response times, and in many cases the same staff member as their day-to-day contact.)
The wider-client letter
For the remaining clients, a single letter goes out the day after completion. Signed by you, co-signed by the buyer's principal. Your wording, with the buyer's review for legal accuracy only.
What goes in the letter.
- The fact of the sale, dated.
- The buyer's identity, regulator, and Manchester address.
- What does not change in the next 12 months: software, fee structure, day-to-day contact (if applicable).
- What changes immediately: the firm name on next year's engagement letter.
- How to reach you for any continuing question (your existing email forwards for at least 12 months).
- How to reach the new principal directly if preferred.
- A confidentiality reassurance: their records and information remain protected.
What stays out of the letter. The price. The reason for the sale, beyond a simple human statement. Anything that sounds like marketing for the buyer.
Common worries you will be asked about
- "Why didn't you tell me sooner?"
- "Until Heads of Terms was signed there was no deal to tell anyone about. Telling you before that would have been telling you something speculative, which is not fair on you and is not allowed under the confidentiality terms of the conversation."
- "Will I lose my job?"
- The answer depends on what your SPA says. The good answer is the operational one: "the buyer's commercial interest depends on staff continuity, the SPA contains specific commitments about year one, and the firm's existing capacity for additional people means there is no cost-saving redundancy programme on the table." Avoid promising more than the SPA delivers; explain what the SPA delivers.
- "What about my pension?"
- "Either continuation of the existing scheme or transfer to the buyer's, whichever is better for you. Any uplift difference is covered for the first 12 months."
- "Are you OK with this?"
- The hardest question, especially from someone who has known you for fifteen years. Yes, you have done your own diligence on the buyer, you are confident in what they will do, and you are choosing this outcome over the alternatives. People can read insincerity in this answer at a hundred paces; do not attempt it.
After completion: the first ninety days
You are present in the office, three days a week for the first month, reducing to one day a week by month three, by mutual agreement with the buyer. The Transitional Services Agreement signed at completion sets out the structure formally. Practically, the first ninety days are about three things:
- Joint client meetings on the top accounts, completed in the first sixty days.
- Operational handovers to the buyer's team on file management, software, supplier relationships, and payroll.
- Being available to answer the kinds of questions that only the previous principal can answer ("we set up that loss-relief carry-back in 2018, what was the reasoning?").
By month three you are stepping back to one day a week. By month twelve, formal involvement is finished. From month thirteen, you are available informally if a client phones with a genuinely seller-specific question, and not before.
What to do today
Before you reach the senior-staff conversation in week 5 or 6, three things are worth doing now:
- Identify the senior person. If you have more than one operational senior, decide which is told first. Order matters.
- Write down what does not change. Salary, pension, role, hours, office. Have it on a single page. The senior person will ask.
- Decide what you will say if asked "are you OK with this". Practise it once. The answer needs to be the truth. If it is not, do not sell.
Everything else falls out of the deal itself.
Related reading
- What to prepare before a first valuation call — the practical checklist for the fifteen-minute first call.
- Your staff are not a redundancy line item to us — the SPA-side commitments and the year-two operating assumption.
- The 12-week timeline — the full week-by-week sequence including communication milestones.
- Book a confidential call — fifteen minutes with the Managing Partner.