The fee-book number is the easy bit. The harder question, and the one most buyers prefer not to discuss in detail, is what those client relationships are worth in continuity through the deal.
A client who has been with you for twenty-five years, whose business you have grown alongside, whose son's accounts you handled when they bought their first property, is not a portfolio asset that transfers seamlessly. The relationship has a value that is real but invisible on the fee schedule.
The four ways client relationships break in consolidator integration
What is widely observed of the larger UK platforms, combined with what we hear from retiring principals who have called us for a second opinion after a consolidator approached them, points to four recurring failure modes. These are tendencies of the integration model, not universal outcomes; better consolidators run integrations more carefully than the worst.
1. Compliance fee hikes in year one or two. The platform's pricing model is built around a higher fee per service than most regional firms charge. Once the deal closes, fees creep up at the next renewal. Some clients leave at that point. Of the ones who stay, many feel the change in tone of the relationship.
2. Account manager rotation. Platform staffing tends to be designed for capacity utilisation rather than relationship continuity. The partner or manager your client built the relationship with over twenty years can be moved to a different desk, reassigned to a higher-margin segment, or leave the firm entirely. Staff turnover at the larger platforms is widely commented on as running higher than at independent firms; we are not putting a precise number on that, but the structural pressure on retention is real. Your client's primary contact becomes a name they have not met.
3. Forced systems migration. Most platforms run a single tech stack across all acquired firms because integration economics demand it. Your clients on QuickBooks get migrated to Xero, or vice versa, or onto the platform's proprietary cloud accounting tool. The migration is technical, the disruption is real, and from the client's side it lands as a cost they did not ask for.
4. The personal touch falls off. The smallest things. Birthday cards. Christmas calls. The unbilled half-hour answering an HR question. The willingness to sit on a Sunday evening to file a Form E by Monday. These are not things a platform consciously cuts; they are things that disappear when the partner who used to do them is no longer the one running the relationship.
None of these failure modes are universal, and the better consolidators run integrations more carefully than the worst. But the pattern shows up often enough in published seller and client commentary across the sector that any retiring principal asking what happens to their clients should treat the four modes as the realistic risk set, not the worst-case scenario.
How we handle the introduction
Our approach to client communication starts before completion and is structured to give clients no reason to leave.
Joint introduction letter, your name first. The completion-week communication to clients is signed by you (introducing us) and co-signed by our Managing Partner. Your wording, our review only for legal accuracy. Letter goes by post for clients over 65, by email for everyone else. We do not send a generic platform welcome letter pretending to be from you.
Joint meetings for the top 20 per cent of clients by fee value. The clients who account for most of your fee book are the ones who deserve a face-to-face introduction. We work through your top 20 per cent (typically 15 to 30 clients depending on book composition) in the first 60 days post-completion. You are in the room, at your existing office, with our Managing Partner. The meetings are short (30 to 45 minutes), substantive, and personal. The client meets the new principal, you frame the continuity, and we listen more than we talk.
Existing communication style retained for 12 months. If you are the kind of practice that posts birthday cards, we post birthday cards. If you call clients before their year-end to remind them about pension contributions, we call clients before their year-end to remind them about pension contributions. The cadence and tone you have built over twenty years is not something to optimise away in the first year.
Existing software stays for at least 12 months. If your clients are on QuickBooks, they stay on QuickBooks. If they are on Xero, they stay on Xero. If they are on Sage, they stay on Sage. We have working integrations and competent users on all the major UK platforms. There is no forced migration in year one or two. If it ever makes sense to move a specific client, the case is made client by client, not as a platform-wide decision.
JacRox is available, never required. We have built our own cloud accounting platform, JacRox, used by some of our clients. It is a tool, not an evangelism project. We will offer it to clients who would benefit from it. We will never force it. If your clients are happy on what they have, they stay on what they have.
Retention commitments and the clawback structure
The deal terms reflect this commitment. The 25 per cent payment due at month 24 is subject to a single retention test: gross recurring fees from your acquired client base at month 24 should be at least 85 per cent of completion-date recurring fees, adjusted for natural attrition (deaths, retirements, business closures unrelated to the deal).
If retention is at or above 85 per cent, the full 25 per cent is paid. If retention is below 85 per cent, the shortfall is calculated on a sliding scale set out in the SPA. The threshold sits above the level a careful introduction normally delivers, which means it is a meaningful test rather than a token one.
The economics of this for us: aggressive fee hikes or restructuring in year one would cost us more in the month-24 retention payment than they would gain. So we do not do them.
What client retention typically looks like in years 1 to 3
We underwrite on the basis that, with a carefully handled introduction, most recurring clients should remain through year one and the bulk of them through year three. The exact expectation depends on the book, which is why the retention test is agreed in the SPA on your specific numbers rather than assumed in marketing copy.
- Year one (deal year). Losses are typically clients who were already drifting before the deal, very small accounts you were planning to off-board anyway, and one or two who simply prefer their accountant to be the same person for life. The 85 per cent retention threshold in the SPA sits comfortably above the level a careful introduction usually delivers.
- Year two. Some further attrition, of which most is natural (clients themselves retiring, businesses sold or wound up). A small amount is voluntary churn at the year-two renewal, which is the first time the new firm's name appears alone on the engagement letter.
- Year three. Stabilisation. Attrition runs at the same rate as your firm experienced when you owned it.
The retention curve at the larger PE platforms is widely commented on as running lower in years two and three than what a carefully handled direct sale typically delivers. The comparable data we have seen is mostly informal industry chatter rather than rigorously published research; precise numbers would understate or overstate the actual variance. The structural argument is more useful than a precise comparison: the four failure modes at the top of this page exist for the reasons described, and a buyer with the reasons not to make those mistakes is, on balance, a lower-risk handover for your client base.
If client continuity is the question that has been keeping you up, the right next step is a 15-minute confidential call. Book a call. Mutual NDA available on request.
What about the clients who do leave?
Some will. Here is how we handle them.
Clients who tell us they would prefer to follow you (if you have any continuing professional involvement, which you typically do not after sale) or to move to a competing local firm are given a clean exit. We do not chase them, do not penalise them, and we sign off PI tail cover and HMRC authority changes the same week we receive notice. The deal calculation accommodates a level of voluntary churn; making it acrimonious does us no good.
Clients who have a genuine grievance about the way the transition has been handled get escalated to our Managing Partner directly. Sometimes the issue is fixable. Sometimes it is not. Either way, the client knows they have spoken to the most senior person involved, not to a centralised complaints inbox.
Questions you will want to ask us
Tell us early. There are usually one or two in any book that you have been carrying for legacy reasons or because you did not want the awkwardness. We will absorb them at completion and in the first review cycle (typically month nine to twelve) make a clean decision on whether to continue. If we choose not to, the off-boarding is done professionally, the client is given proper notice, and the arrangement is one we both agree on at deal time.
It happens. We hold the line on existing fees through the first annual review and approach any change conversation only on the renewal cycle. If a client genuinely cannot afford their existing fees, that conversation is the same one you would have had if you stayed. We do not use the change of ownership as an opportunity to renegotiate downward.
We have a corporate finance practice in-house. If your client is selling their own business and would benefit from advisory support, we can provide it (at a fee they choose to engage on) or refer them to a specialist depending on the size and complexity. From the client's perspective the relationship continues; the wider service is there if they need it.
Joint introduction meeting in person, in the first 30 days post-completion, with you, our Managing Partner, and the client. "I am stepping back, this is who is taking over, here is why I am comfortable with that, you decide whether you stay." Most do. The few who do not, leave with the relationship to you intact. That matters.
Annual fees are reviewed against inflation and against the actual hours we are putting in. If your existing fees were below market by a meaningful margin, there is a conversation in year two about closing some of that gap, framed transparently and with the client's agreement. If your fees were already at market, they stay there. We do not run a "harmonise pricing across the platform" project because there is no platform to harmonise to.
The next step
If client continuity is the worry that has been driving the conversation in your head, the right next step is a 15-minute call. On that call we will tell you what our underwriting assumptions are, what is in our standard SPA on the subject, and what we would commit to in writing in your specific deal. No NDA is needed for the first call unless you would prefer one in advance; if so, ask in your first email and the one-page mutual NDA is sent across.
Related reading
- Your staff are not a redundancy line item to us - Pillar 1: staff continuity through the deal.
- A clean structure, not a leveraged earn-out - Pillar 3: how the retention test works in practice.
- Twelve weeks. A clean exit. A defined finish line. - Pillar 4: when the joint client meetings happen.
- Private equity vs trade buyer - comparing the two routes' impact on client relationships.
- How to sell your accountancy practice in the UK - the full guide to the three commercial routes available to a retiring principal.