# Asset sale or equity sale: how practice deals are structured

As of Oct 5, 2026, Succession Resource Group calls the asset sale the most common structure in advisory practice sales, and FP Transitions reports that goodwill averages 92% of the purchase price in the deals it describes.

As of: 2026-10-05
Address: https://advisoriq.com/succession/guides/asset-sale-vs-equity-sale/

## Facts

- summary: What a buyer actually buys, why client consent comes up, the registration filings, and how the tax allocation works.
- key_facts: The asset sale is the most common structure in advisory practice sales.; An advisory contract must provide that it will not be assigned without the client's consent.; Buyer and seller generally both file IRS Form 8594 when the assets of a trade or business change hands.; Goodwill averages 92% of the purchase price in the deals FP Transitions describes.

## Notes

- Educational, not legal, tax or investment advice.
- Practice management content is not eligible for CFP Board CE. CFP Board plans to allow up to five hours of it per cycle once its Q4 2027 changes take effect.

## Sources

- Succession Resource Group: Merger or sale: finding the right path to your exit, checked 2026-10-05: https://www.successionresource.com/merger-or-sale-finding-the-right-path-to-your-exit/
- Legal Information Institute, Cornell Law School: 15 U.S.C. 80b-5 (Investment Advisers Act Section 205), investment advisory contracts, checked 2026-10-05: https://www.law.cornell.edu/uscode/text/15/80b-5
- Internal Revenue Service: Instructions for Form 8594, Asset Acquisition Statement, checked 2026-10-05: https://www.irs.gov/instructions/i8594
- FP Transitions: Components of a deal, checked 2026-10-05: https://www.fptransitions.com/blog/components-of-a-deal
- Succession Resource Group: Sample practice valuation report, checked 2026-10-05: https://www.successionresource.com/wp-content/uploads/2024/09/Premium-Market-FA-CMA-Valuation-Report-SAMPLE-8-27-21.pdf
- Legal Information Institute, Cornell Law School: 15 U.S.C. 80b-2 (Investment Advisers Act Section 202), definitions, checked 2026-10-05: https://www.law.cornell.edu/uscode/text/15/80b-2
- Legal Information Institute, Cornell Law School: 17 CFR 275.202(a)(1)-1, certain transactions not deemed assignments, checked 2026-10-05: https://www.law.cornell.edu/cfr/text/17/275.202(a)(1)-1
- U.S. Securities and Exchange Commission: Form ADV: General Instructions (SEC 1707), checked 2026-10-05: https://www.sec.gov/files/formadv-instructions.pdf
- Internal Revenue Service: Sale of a business, checked 2026-10-05: https://www.irs.gov/businesses/small-businesses-self-employed/sale-of-a-business
- Legal Information Institute, Cornell Law School: 26 U.S.C. 197, amortization of goodwill and certain other intangibles, checked 2026-10-05: https://www.law.cornell.edu/uscode/text/26/197

## Related

- [Down payments, seller notes and earnouts: how the price gets paid](https://advisoriq.com/succession/guides/how-the-price-gets-paid/)
- [Minority stakes and outside capital](https://advisoriq.com/succession/guides/minority-stakes/)
- [How long a sale or succession takes](https://advisoriq.com/succession/guides/how-long-a-sale-takes/)
- [What buyers look at](https://advisoriq.com/succession/guides/what-buyers-look-at/)
- [Valuation estimator](https://advisoriq.com/succession/valuation/)
- [RIA deal tracker](https://advisoriq.com/succession/deals/)

## Cite as

AdvisorIQ, as of 2026-10-05. https://advisoriq.com/succession/guides/asset-sale-vs-equity-sale/

License: https://advisoriq.com/license/