Our IFA Acquisitions and Disposals Service
Expert Legal Advice for Independent Financial Advisers (IFAs)
Our team of specialist Corporate Solicitors has years of experience advising IFA practitioners on all aspects of acquisitions, disposals, and mergers.
Whether you are acquiring a practice or thinking of retiring from your own business, we can guide you through the entire process and advise you on the aspects of acquiring or disposing of an IFA business or in succession planning.
The Unique Legal Considerations When Buying or Selling an IFA Practice
Acquiring or selling an IFA practice has plenty of issues in common with acquiring or selling other types of businesses. However, there are also a number of unique aspects to an IFA practice transaction which require specialist advice.
An IFA practice is typically valued based on a multiple of the recurring fees payable by its clients. Excess cash or asset value can then be added, or indebtedness deducted, as appropriate, depending on the structure of the acquisition or disposal.
This valuation mechanism brings about several risks for both buyer and seller to consider and requires detailed consideration to ensure the mechanism operates properly in practice.
It is typical on IFA acquisitions to have a price adjustment (or a “clawback”) mechanism. This usually operates to reduce the purchase price to the extent that clients leave the practice during a specified period of time following completion (or, sometimes, to increase the purchase price if the fees increase).
A buyer will be keen to ensure that the price adjustment mechanism is robust and allows for an appropriate reduction in the purchase price, so that the recurring nature of the fees payable by the clients can be truly “tested” following completion of the deal.
Conversely, a seller will be wary that clients may leave due to factors beyond their control (and, not least, because the new owners do not perform in the same way as the business has done under the seller’s ownership). A seller will therefore typically seek certain contractual reassurances from the buyer regarding the conduct of the business following completion and may seek to exclude certain clients from the adjustment.
It also typical for the mechanism to be tiered, depending on the timing of the client leaving the practice, and this is another issue which needs to be negotiated in detail.
Ultimately, it is in the interests of both buyer and seller to ensure the continued success of the business following completion. It is common for a seller to stay on in a consultancy capacity in order to facilitate the smooth handover and ongoing relationship with the clients. As well as agreeing the terms of any such appointment, it is important to ensure that the agreement is compliant with the applicable regulatory requirements (including the FCA Handbook).
In addition, the consideration will also typically be paid over a period of time, meaning there are issues around set-off and security which we can also advise on.
Finally, where the sale of an IFA practice involves a change of control, prior approval from the FCA will be required. Failure to obtain such consent before the transaction completes is a criminal offence. We can assist by advising on the timeline and process for such authorisations, the submission of the relevant application and on appropriate transaction structure, such as using a split exchange and completion structure.
Preparing Your IFA Practice for Sale and Managing Due Diligence
If you are selling your practice, it is crucial that everything is in order with the business, as this is the first step in mitigating your risk on an exit.
We can work with you to ensure that you have everything in place, from your terms and conditions and shareholder arrangements to GDPR and risk compliance.
For IFA practitioners contemplating a future sale, it is always worth exploring the options available to you in order to preserve value and encourage growth.
One way to achieve this is to incentivise key staff, to ensure they remain with your business until and beyond an exit. We can advise on the various methods of achieving this, including share option and other incentive schemes, and help you implement this.
Conversely, if you are contemplating acquiring a practice, it is important that you identify any risks at the early stages of the transaction in order to properly cater for these in the main transactional documents through appropriate warranty or indemnity cover, or an adjustment to the purchase price.
We can assist you at each step of the due diligence process and help you ensure that you are sufficiently protected from any risks which arise.
A Guide To Buying & Selling An IFA Practice
Our Approach and Experience in IFA Transactions
We have years of experience in assisting IFAs with sales, acquisitions and mergers and succession issues.
Recent examples of our work in this sector include:
- advising an owner of an IFA practice on the disposal of 80% of the shares in a practice, including a complex price adjustment mechanism, security requirements and consultancy arrangements;
- advising a firm of accountants on its acquisition of an IFA client book and assets of a solicitors practice, including a heavily negotiated earn-out mechanism (with earn-out protections);
- numerous IFA sales outright, including the sale of an insurance business to consolidators with a sale value of £20 million and involving complex equity roll-up provisions and earn-out mechanism (with earn-out protections); and
- advising an IFA practice on its constitutional arrangements, including drafting the company constitution, advising on succession, share class rights and exit planning.
Why Work With Our Corporate Lawyers?
- We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years.
- You will receive city-quality corporate law advice at regional prices.
- Price transparency - we provide our clients with an estimate at the outset of any piece of work, with ongoing updates throughout the matter.
- Our Corporate Partner-led service ensures you receive the very best legal advice and commercially minded support.
- We have a large team with corporate finance experience across a diverse variety of business sectors, including financial services. Our team focuses on achieving your objectives and meeting your deadlines, especially in legal matters pertaining to public companies.
- We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently, and our Corporate Lawyers can draw on support from other specialist lawyers, such as property and employment lawyers.
- Our Corporate Solicitors use technology and AI effectively to ensure that we are working as efficiently as possible and that geographical distance is no bar to us from providing you with excellent client service.
- Our Corporate Team were named “Team of the Year (Cheshire)” at the 2025 North West Rainmaker Awards.
- Myerson was shortlisted for ‘Large Deal of the Year (£50m+)’ at the Yorkshire Rainmakers Awards 2026 for advising AQA on its acquisition of Realise Training Group, highlighting the strength of the firm’s Corporate team in delivering high-value, complex transactions across the UK.
- We were the winners of ‘Corporate Team of the Year 2021’ at the Manchester Legal Awards.
- Take a look at the Myerson Promise for further benefits of working with us here.
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