How to Make a Merger a Growth Move: A 5-Step Roadmap for Advisory Firms
For many financial advisory firm owners, growth eventually hits a ceiling. Organic client acquisition slows, operational demands pile up, and the question surfaces: what comes next? Mergers have become one of the most effective strategies for advisory firms looking to scale, reduce risk, and build long-term enterprise value. But a merger done poorly can create more problems than it solves. The difference between a merger that accelerates your business and one that stalls it comes down to preparation, process, and the right professional guidance. In a recent SRG webinar, Nicole Frey, CFP®, Director of Team Solutions, and Ryan Grau, CVA, CBA, Director of Valuations, walked through the full merger lifecycle for advisory firms. Below is a summary of the key takeaways. You can also watch the full webinar recording here. Why Advisory Firms Pursue Mergers Advisory firms explore mergers for a range of reasons, and the right motivation depends on where you are in your business lifecycle. Some of the most common drivers include: Faster growth. Rather than relying solely on organic growth, merging with a partner who brings their own book of business can accelerate your trajectory. SRG’s AcquireEdge program helps firms identify and evaluate acquisition and merger opportunities with this goal in mind. Greater scale and efficiency. When two firms combine, revenue may grow at a faster rate as the combined firm expands its client base, referral network, service capacity, and opportunities to capture additional wallet share. Expenses often increase at a slower rate because core infrastructure, technology, compliance, management, and administrative costs can be spread across a larger revenue base, creating margin improvement as the firm scales. Risk reduction and continuity. Sole proprietors face significant key-person risk. Adding a partner means your clients are protected if something happens to you. It also opens the door to better succession planning and contingency planning options. (For more on why contingency planning matters in the context of M&A, see Contingency Planning: A Key to Acquisition Success.) Expanded capabilities. A merger can help you offer new services, diversify your client demographics, enter new geographic markets, or create a one-stop shop by combining with complementary practices like CPA firms. For firms thinking about strategic direction at this level, SRG’s enterprise consulting services can help map the path forward. Talent attraction. In an aging industry, larger combined firms can offer more defined career paths and specialized roles, making it easier to recruit and retain talented professionals. Improved negotiation power. Operating at a larger scale gives you leverage when negotiating vendor contracts, payout grid rates, and fee structures with broker-dealers or custodians. Step 1: Get Your Entity Structure Right Before you start looking for a merger partner, your own house needs to be in order. Your entity structure — the legal form, tax status, and organizational setup of your firm — directly impacts how a merger can be executed. SRG’s entity support services are designed to help firms get this foundation in place. (For a deeper dive, download Your Guide to Proper Entity Structure.) The two most common legal forms in the advisory space are corporations and LLCs. Frey noted that LLCs taxed as partnerships offer significantly more flexibility for mergers. In a partnership structure, a new partner can contribute their book of business in exchange for ownership without triggering a taxable event. In an S-corporation, by contrast, that same contribution is often treated as a sale by the IRS, creating an immediate tax liability even though no cash changed hands. For firms that want the flexibility of an LLC partnership and the FICA tax savings of an S-Corp election, there is a hybrid solution: an LLC taxed as a partnership at the operating level, with each partner holding their interest through an individual S-Corp holding company. It adds complexity, but it gives you the best of both worlds. The takeaway: address your entity structure before the merger conversation heats up. Trying to restructure and merge simultaneously can be overwhelming. If your entity is already in place, SRG’s entity maintenance program ensures your governance documents and compliance stay current as the business evolves. For more on how entity structure supports growth, see Set Your Firm Up for Success — Using Entity Structure to Unleash Growth. Step 2: Define Your Ideal Merger Partner Not every merger is a good merger. As Frey put it during the webinar, a merger is “almost like a marriage, just on a business level.” You want to build trust and rapport before proposing anything formal. Finding the right partner requires honest self-assessment and intentional criteria. Your ideal merger partner should be similar or complementary to your business. Frey recommended evaluating potential partners across several dimensions: Revenue sources and service model compatibility. If one firm operates primarily through in-person client meetings and the other runs on virtual engagement, there needs to be a plan to reconcile those models or you risk losing clients during the transition. Client types and demographics. Complementary client bases can be a strength, but mismatched expectations around client service intensity can become a source of tension. Growth goals. If one partner is aggressively pursuing growth while the other is winding down toward retirement, that misalignment needs to be addressed through compensation structures rather than equity adjustments, which can create IRS audit complications. Once you have identified a potential partner, start by networking through broker-dealers, professional conferences, centers of influence, and business coaches. Build the relationship before introducing formal merger conversations. (For practical guidance on early-stage partnership conversations, see Teaming Advice When Preparing for a Merger.) When the time is right, sign an NDA and begin sharing financial information through a structured due diligence process. At minimum, you should be requesting three years of financial history with a deep dive on the trailing 12 months, a breakdown of the client base (demographics, asset distribution, concentration risk), staffing levels and compensation commitments, any existing equity-sharing or profit-sharing promises, major contract terms and expiration dates, and each owner’s goals — whether growth-oriented or succession-oriented — along with their expected
SRG Entity Support: More Than an Entity Filing
Many financial advisors assume entity formation is a simple filing, but the decisions made at the ownership, tax, and governance level have long-term consequences for how a business operates, grows, and transitions. SRG’s “Entity Support: More Than an Entity Filing” brochure breaks down the 12 areas of value included in every entity support engagement, from goal-based entity strategy and tax-focused coordination to revenue-flow design, buy-sell planning, and broker-dealer compliance support. Whether you are forming your first entity or restructuring an existing one, this resource shows how SRG’s consultant-led, industry-specialized approach helps financial professionals build a business structure designed to protect enterprise value and support long-term strategic flexibility. Download the brochure to see what a comprehensive entity engagement looks like and how it compares to a standard filing. Please enable JavaScript in your browser to complete this form.Please enable JavaScript in your browser to complete this form.First Name *Last Name *Phone Work Email * Would you like to join SRG’s newsletter to receive industry updates and other webinar opportunities? Yes No Download
Equity Explained: How to Incentivize, Retain, and Transition Ownership
Watch the Replay Please enable JavaScript in your browser to complete this form.Please enable JavaScript in your browser to complete this form. Name * FirstLast Phone Work Email *How Did You Hear About SRG? *— Select Choice —ConferenceDirect MailExisting/Past ClientGoogle AdWordsOtherReferralSocial MediaSeminar/WorkshopWebinarWebsite Access Recording What’s the Best Way to Use Equity to Reward, Retain, and Transition Key Talent? In this webinar, Succession Resource Group’s Nicole Frey, CFP®, and Julia Sexton, CVA, break down how advisory firms can use equity more strategically to retain talent, develop future leaders, and plan for succession. The session covers the key differences between phantom and true equity, how to reward performance without creating ownership friction, and the valuation and tax considerations that come with grants, purchases, and swaps. Whether you’re evaluating equity for a key employee or rethinking your firm’s ownership structure altogether, this conversation will help you make more intentional decisions that support the long-term health of your practice. Host Nicole Frey, CFP® Director of Team Solutions Paper-plane Linkedin-in Host Julia Sexton, CVA Director of Strategic Organizational Planning Paper-plane Linkedin-in
Equity Explained: How to Incentivize, Retain, and Transition Ownership
Watch the Replay What’s the Best Way to Use Equity to Reward, Retain, and Transition Key Talent? In this webinar, Succession Resource Group’s Nicole Frey, CFP®, and Julia Sexton, CVA, break down how advisory firms can use equity more strategically to retain talent, develop future leaders, and plan for succession. The session covers the key differences between phantom and true equity, how to reward performance without creating ownership friction, and the valuation and tax considerations that come with grants, purchases, and swaps. Whether you’re evaluating equity for a key employee or rethinking your firm’s ownership structure altogether, this conversation will help you make more intentional decisions that support the long-term health of your practice. Download the Presentation Deck Here Download Speakers Host Nicole Frey, CFP® Director of Team Solutions Paper-plane Linkedin-in Host Julia Sexton, CVA Director of Strategic Organizational Planning Paper-plane Linkedin-in
The Exchange: Entity Structure and Why It’s The Backbone of Your Advisory Firm (Ep. 28)
Entities and Entity Maintenance Entity structure is not just a legal formality. It plays a major role in how an advisory firm grows, shares ownership, and transitions leadership. In this episode of The SRG Exchange, SRG’s consulting team and general counsel unpack why entities have moved from a “set it and forget it” task to a core piece of business strategy. You will hear how entity decisions influence everything from equity sharing and internal succession to mergers, lending, disputes, and value building. Why entities are now strategic, not administrative The team discusses how entities used to be treated as a quick setup for liability and taxes, but have become foundational for firms with growth plans, W2 employees, equity sharing, and long-term succession goals. Why entities are now strategic, not administrative The team discusses how entities used to be treated as a quick setup for liability and taxes, but have become foundational for firms with growth plans, W2 employees, equity sharing, and long-term succession goals. Entity structure supports retention and equity pathways A properly structured entity can create divisible ownership units or shares, enabling retention strategies and giving next-gen leaders a pathway to buy, earn, or convert into real equity. S-corp versus LLC taxed as partnership The group compares the tradeoffs of rigidity and flexibility across entity types. An S-corp can be effective in specific scenarios, but many firms pursuing mergers or complex ownership structures benefit from the flexibility of an LLC taxed as a partnership. Entity structure impacts M&A, mergers, and equity swaps Entities do not only matter for succession and equity sharing. They also shape peer-to-peer acquisitions, mergers, partner buyouts, and equity swaps. Poor structure or conflicting agreements can reduce tax strategy options and create deal friction. Why entity maintenance matters Entity documents need to reflect reality. The team shares how outdated operating agreements and inconsistent ownership schedules can create serious issues during valuations, due diligence, disputes, or even basic financing. What maintenance actually includes Maintenance is more than annual state filings. It includes documenting changes, capturing ownership updates, maintaining minutes, and ensuring titles and governance terms stay consistent over time. The real risk: it is not an issue until it is The group explains why entity problems often stay hidden until a triggering event happens, such as an owner dispute, a loan request, a merger, or litigation. When that happens, outdated documents become evidence. In the context of succession planning Rather than doing entity work in isolation, the team recommends aligning structure with the firm’s goals first. That includes what the founder wants to do long-term, whether the path is internal succession, external sale, mergers, or ensemble building. Who is Featured in This Episode Nicole Frey, CFP® David Grau Jr., MBA Julia Sexton (Sullivan), CVA Ryan Grau, CVA, CBA Kristen Grau, CPA, CVA, CEPA Parker Finot Key Takeaway Entity design and maintenance are foundational. When done strategically, they make it easier to share equity, retain talent, execute transactions, and protect long-term value. When ignored, they create friction at the exact moments when a firm needs clarity the most.
Year-End Entity Maintenance Checklist: Position Your Business for a Stronger Year Ahead
An RIA firm owner’s roadmap to increasing your firm’s value in a sustainable way that enhance your firm’s market value now and in the long-run. Succession Resource Group shares six ways firms can carve a path towards smarter growth, identifying levers for better business decisions that retain talented employees as well as ideal profit margins.
Entity Health Check: Is Your Structure Supporting or Hindering Your Growth
In this replay, Nicole Frey, CFP®, walks through how your firm’s entity structure affects growth, compliance, and succession readiness. Use the Health Scorecard to follow along in real time and see if your business is Optimized (22), Healthy (17–21), or Needs Improvement. Watch the Replay Get Your Entity Health Score Card A simple, actionable tool to evaluate your firm’s structure Your entity structure is more than paperwork — it’s the foundation of your business. The Entity Health Score Card helps you quickly assess how well your current structure supports growth, compliance, and succession readiness. Answer a few questions, calculate your score, and uncover clear next steps to protect and optimize your firm. DOWNLOAD NOW
Entity Health Check: Is Your Structure Supporting or Hindering Your Growth
In this replay, Nicole Frey, CFP®, walks through how your firm’s entity structure affects growth, compliance, and succession readiness. Use the Health Scorecard to follow along in real time and see if your business is Optimized (22), Healthy (17–21), or Needs Improvement. Watch the Replay Get Your Entity Health Score Card A simple, actionable tool to evaluate your firm’s structure Your entity structure is more than paperwork — it’s the foundation of your business. The Entity Health Score Card helps you quickly assess how well your current structure supports growth, compliance, and succession readiness. Answer a few questions, calculate your score, and uncover clear next steps to protect and optimize your firm. DOWNLOAD NOW
New York State Entity Publication Guide
Overview Congratulations on forming your LLC with the New York Secretary of State! To help you meet the state’s requirements, we’ve outlined the steps below to guide you through the mandatory publication process. Legal Requirement Under New York Limited Liability Company Law §206, within 120 days of formation or authorization, an LLC must publish a notice once each week for six consecutive weeks in two newspapers—one daily and one weekly—designated by the county clerk of the county in which the LLC’s office is located. A list of available publishers can be obtained from the county clerk’s website. Publication Timeline Within 120 days after filing the Articles of Organization or Application for Authority with the New York Department of State, the entity must publish a notice in two newspapers. These newspapers are designated by the county clerk of the county where the entity’s office is located, as stated in the Articles or Application. Newspaper Specifications One daily and one weekly newspaper must be used Publications must run for six successive weeks. The content must be either a copy of the Articles of Organization or Application for Authority or a notice containing its substance. Proof of Publication Obtain affidavits of publication from both newspapers. Complete a Certificate of Publication, which can be found on the following website: Link to Certificate of Publication Form. Mail these affidavits along with the Certificate of Publication and a check of $50 for the filing fee to: New York Department of State Division of Corporations One Commerce Plaza 99 Washington Avenue, Suite 600 Albany, NY 12231 For further details, visit the New York Department of State Division of Corporations website. Are you interested in entity support? Let’s Talk. SRG handles this entire process: setting up the publications, securing affidavits, and preparing the Certificate of Publication form, so all you have to do is submit it to the NY Department of State. Book a consultation with our team today and let’s get started.
New York State Society of Certified Public Accountants: Structuring the Deal: Taxation When Selling Your Financial Service Business
December 15, 2020 By: David Grau Jr., MBA, and Nicole Frey, CFPPublished Date: Oct 1, 2020 For professionals planning to purchase or sell a financial services book of business, the most common negotiating points are the purchase price, deal structure, timeline, and financing considerations. These are critical points to discuss and finalize before signing on the dotted line. It’s also important to be aware of the effect of the tax treatment on the deal and know the different tax structures commonly employed. If not structured purposefully, the tax treatment of a deal may unintentionally favor either the seller or the buyer and can have a significant impact on the total value received/paid. Depending on what’s been negotiated, the majority of the sale proceeds may be classified as ordinary income or long-term capital gains. Negotiating this early in the process will ensure that the purchase price can be adjusted up or down to balance the benefit. As a result, the tax allocation of the sale proceeds is one of the key elements of a deal structure and should be considered carefully by both parties. Potential Deal Structures To decide which tax structure works best for the deal, the parties will enjoy some level of flexibility as long as they remain within the boundaries of current tax laws and the objectives of the transaction. The first decision that must be made is what exactly is to be sold (assets and/or equity) before discussing how the purchase price should be allocated to a particular asset or equity or both. The following are the two most common considerations: Asset sale In an asset sale, the buyer selects certain individual business assets to be purchased from the seller, with each asset having a specific dollar amount of the purchase price paid for it and allocated as such in the purchase agreement. This includes the following primary categories (in addition to any tangibles that may be acquired): Personal goodwill: client relationships, rights to revenue, the reputation of the business (i.e., the book of business) Restrictive covenants: nonsolicitation, noncompete, and/or no-serve agreement with the seller. Post-closing transition assistance: services provided by the seller, such as assistance with client meetings, phone calls, emails, letters, etc. Equity (stock) sale Rather than buying individual assets, the buyer and seller may elect to make the seller’s business entity (e.g., corporation or LLC) the subject of the transaction and enter into a sale of the seller’s ownership interest in the entity. The transfer of the ownership in the entity allows the seller to transition all assets and the liabilities of the business to the buyer, including all— contracts, permits, licenses, and registrations. Since both an asset sale or stock sale may ultimately result in long-term capital gains tax treatment for the seller, the choice is influenced greatly by the buyer’s preferences and whether there’s perceived value in buying the business entity. Asset Sale: Categories and Tax Treatment The most common deal structure when buying or selling a financial services practice is a sale of assets, versus an equity-based sale. This does vary based on the size of the transaction; deals involving larger firms will more often employ an equity-based strategy to ensure the acquired business remains a going concern. When purchasing the assets from a seller, it’s important to ensure that both buyer and seller agree on how the purchase price will be allocated for tax purposes, and such meeting of the minds should be included in the purchase and sale contracts. Personal goodwill The majority of the purchase price is typically allocated to personal goodwill—an IRC section 197 intangible asset consisting of the seller’s client relationships, reputation, expertise, and abilities. Year-to-date 2020, the average transaction for financial service professionals allocated 93% of the purchase price to personal goodwill, up from 91% in 2019. For the seller, the sale of personal goodwill should generate long-term capital gains tax treatment and be amortizable over 15 years by the buyer. Post-closing transition support Depending on the extent of the seller’s services to the buyer post-closing, compensation for these services can be either included in the purchase price (typically for limited services such as introducing the buyer to the transferred clients) or be paid in addition to the purchase price (for the seller’s expanded involvement post-closing beyond just transitioning clients). As shown in Figure 1, the average transaction allocated 3% of the purchase price to the seller’s post-closing support, though this allocation tended to be greater on smaller deals. For the seller, they want to ensure only a de minimis portion of the purchase price is paid for their transition assistance, as this portion is labor and taxed as ordinary income, subject to Social Security and Medicare taxes. The buyer, however, generally seeks to allocate more of the purchase price to the transition support, as this portion provides them a tax write-off in the allocated amount, pro-rated for the year in which the services were provided. Restrictive covenants To protect the buyer’s investment, the seller will commonly be required to enter into a restrictive covenants agreement (similar to personal goodwill, this too is an IRC section 197 intangible asset), whereby they promise not to compete with the buyer, solicit the buyer’s employees or vendors, or serve any of the clients the buyer purchased from the seller. In exchange for this promise, the seller will receive a portion of the purchase price as consideration, resulting in ordinary income for the seller and a 15-year amortization by the buyer. Because this asset doesn’t produce a tax-favorable outcome for buyer or seller (relative to the alternatives previously described), neither party seeks to allocate any more than would be required to ensure the buyer has an enforceable contract. Year-to-date 2020, the average transaction allocated 3% of the purchase price to restrictive covenants. Not allocating a portion of the purchase price to restrictive covenants may render the provisions unenforceable and otherwise confuse the intended tax result. Tangible assets Tangibles assets, such as furniture and equipment, are not commonly part of the deal since there’s often little to no value to