Should my accountant review the broker's valuation?
Yes, if your business has normalized EBITDA above $500K, complex add-backs, or you're unfamiliar with valuation methodology. For simpler businesses with straightforward financials, the cost may not be justified.
When an accountant's review adds value
Brokers typically use market-based valuation methods — comparable sales multiples and industry benchmarks — while accountants default to asset-based or income-based approaches. An accountant's review costs between $1,500 and $5,000 depending on business complexity, which makes the most sense when the business has significant intangible assets, complex ownership structures, or potential earnout provisions. For these situations, an independent valuation review reduces deal collapse risk during due diligence.
A broker's opinion of value is not the same as a formal valuation report and typically includes less detailed financial analysis and fewer comparable transaction benchmarks. Lenders and sophisticated buyers may require an independent valuation or fairness opinion regardless of the broker's estimate, making an early accountant review a strategic step.
For businesses valued above $2 million, a qualified business valuator (CBV) provides a higher standard of independent verification than a general accountant.
What accountants check that brokers might miss
Accountants are trained to identify normalized earnings adjustments, tax implications, and balance sheet quality issues that may affect enterprise value. Tax treatment of the sale structure — asset versus share sale — can create a 15–25% difference in after-tax proceeds to the seller, which accountants are specifically trained to model.
Some business owners report that broker valuations for listing purposes are often optimistic to secure the listing, while accountant valuations tend toward conservative figures for financial reporting or tax purposes. When broker and accountant valuations differ by more than 20%, this suggests the discrepancy usually stems from different normalization assumptions rather than calculation errors.
When the cost of a second opinion isn't justified
For businesses with straightforward financials, minimal adjustments, and normalized EBITDA below $500K, the $1,500–$5,000 cost of an accountant review may exceed the value of catching potential errors. If your broker has provided a detailed comparable sales analysis and you understand the methodology, an additional review may be redundant.
How to brief your accountant for a valuation review
Provide your accountant with the broker's full valuation report (not just the opinion of value), your company's normalized financial statements, and a list of any add-backs or adjustments the broker made. Ask them to focus on:
- Whether the normalization adjustments are reasonable
- Tax implications of the proposed sale structure
- Balance sheet items that could affect enterprise value
- Whether the broker's comparable transactions are truly comparable
Specify whether you need a formal valuation report or simply a review letter — the former is more expensive but may be required by lenders or buyers.
What to do when your accountant and broker disagree
Focus on understanding why they disagree rather than which number is "correct." Ask both parties to walk you through their normalization assumptions, comparable selection criteria, and whether they're valuing the business on an asset or share basis.
Accountants with an existing relationship with your company often have deeper knowledge of operational adjustments but may be less objective than a third-party CBV. If the disagreement is material and you cannot reconcile it, consider engaging an independent CBV who has no prior relationship with either party.
In most cases, the disagreement reveals different purposes for the valuation — the broker's figure may reflect what the market will pay, while the accountant's figure may reflect book value or tax basis. Both can be accurate for their intended use.
This article is for informational purposes only and does not constitute financial, legal, or business advice. Every business sale is different. Before making decisions about valuation, pricing, or engaging an advisor, consult a qualified professional familiar with your specific situation.
Ready to work with an advisor who understands valuation? Browse M&A advisors and business brokers →