How to Raise Capital for an Advisory Firm, Insurance Agency or Accounting Practice
By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Published November 9, 2026
Why these practices raise
- Book and agency acquisitions. The most common use. Retiring advisors, agents and accountants sell recurring revenue, and the buyer needs capital beyond what a practice acquisition lender will provide.
- Producer hiring. New advisors or agents take one to three years to build a book, and someone has to fund their draw.
- Platform build-out. Compliance, operations, technology and a second office or vertical.
- Partner buyouts when a founder retires and the remaining partners cannot or will not guarantee a bank loan.
Practice acquisition loans are well established in this space and are often cheaper than equity for the bulk of an acquisition. Investors usually fill the gap between the loan and the price, or fund growth that lenders will not. Investors or a loan.
The regulatory side of new owners
Registered investment advisers
Under the Investment Advisers Act and most state rules, an assignment of an advisory contract requires client consent, and a transfer of a controlling block of the adviser's ownership can count as an assignment. New owners must be reported on Form ADV, and control persons are disclosed. Practically: keep outside investors as non-controlling where possible, plan any change-of-control consent process before closing, and coordinate with your compliance consultant or counsel. A raise that unexpectedly triggers client consents is a raise that stalls.
Insurance agencies
Agency licenses and carrier appointments typically require notice of ownership changes and background information on new owners above certain thresholds, and carrier contracts may require consent. Check each carrier agreement before you promise anyone a stake.
Accounting firms
Many states require that a majority of a CPA firm be owned by licensed CPAs and that non-CPA owners meet conditions. Outside investors often invest in a separate entity that provides non-attest services or owns the practice's operating platform, alongside the licensed firm. Get the structure right with counsel familiar with your state board's rules.
What investors want to see
- Recurring revenue and retention. Assets under management and fee rates, or insurance premium and renewal commission by line, or recurring engagements by client, with year-over-year retention.
- Client and producer concentration. Revenue by client segment and by producer; what walks out if one advisor or agent leaves.
- Acquisition track record and integration plan. If the raise funds acquisitions, show what you have bought before and how much of it you kept.
- Compliance history. Exams, complaints, errors and omissions claims. Disclose anything that shows up in a public record before the investor finds it.
- A return from cash flow. These practices produce steady distributions, which suits preferred units with a preferred return and a buyback. A sale to a consolidator is a real possibility and makes good upside. How to structure it.
Structures that work
- Non-voting preferred units with a preferred return and buyback, which keep control with the licensed principals and help avoid change-of-control triggers.
- Notes for an acquisition gap, repaid from the acquired book's cash flow.
- A holding or services entity that investors own, sitting beside the licensed or registered practice, where ownership rules require it.
Where the investors come from
This is the one industry where the founder's clients are often wealthy and accredited, and it is also where soliciting them is most sensitive. Fiduciary duties, conflicts of interest and your firm's compliance policies may restrict or prohibit asking advisory clients to invest in your own firm, and doing it carelessly can be a regulatory problem. Take compliance advice before including any client. Colleagues, other practice owners, centers of influence, vendors and family are the usual safer pool. A $500,000 to $1.5 million raise from 10 to 25 people under Rule 506(b) is a common shape. The three investor pools.
Mistakes specific to financial services raises
- Selling a controlling stake without planning client consents or Form ADV updates.
- Soliciting advisory clients without compliance review.
- Promising an insurance investor a share of commissions in a way that requires a license.
- Valuing on gross revenue rather than recurring, retained revenue and profit.
- Treating the raise as informal because the investors are professionals. The offering still needs the exemption, documents and filings. Which exemption.
The full sequence is in the 90-day preparation plan. Prepared to Raise prepares practice raises on fixed fees, works alongside your compliance counsel, and never finds, solicits or introduces investors.
Related questions
Does selling equity in my RIA require client consent?
It can. An assignment of an advisory contract requires client consent, and a transfer of a controlling block of ownership can count as an assignment. Non-controlling investments generally avoid this, but confirm with compliance counsel and update Form ADV as required.
Can I ask my advisory clients to invest in my firm?
Only with great care and compliance review. Fiduciary duties, conflicts of interest and firm policies may restrict it. Many firms exclude clients from the raise entirely.
Can non-CPAs invest in an accounting firm?
Many states require majority CPA ownership of the licensed firm and set conditions for non-CPA owners. Outside investors often invest in a separate services or platform entity alongside the licensed practice.
Should I use a loan or investors to buy a book of business?
Practice acquisition loans are common and often cheaper for most of the purchase price. Investors typically fund the gap above the loan, producer hiring, or growth lenders will not finance.
Where to start
Settle ownership and consent questions with compliance counsel first, then size the raise with how much to raise and follow the 90-day preparation plan.
This article is general information for founders, not legal, tax or investment advice. Securities rules depend on your facts; confirm your plan with a securities lawyer before you accept money.