12 Questions to Ask Your CPA and Lawyer Before You Sell

You booked an hour with your accountant. You sat down. They asked, politely, "So what are you thinking of doing?" You paused for three seconds and said, "I honestly do not know, that is why I am here." An hour later you paid the invoice and walked out with nothing. No checklist. No timeline. No next step.

That scene plays out constantly. Selling a company is a once-in-a-lifetime event for you and a routine matter for the professionals across the table. The gap is not their fault. Professional services are fundamentally responsive: you ask, they answer. What you do not ask, they usually do not volunteer, because it may fall outside the scope you are paying for, or because it requires facts they do not have yet.

So this final piece in our succession and business-sale series does not cover valuation, buyer types, or process. It covers exactly one thing: the 12 questions you should walk into that room already holding.

Read this disclaimer first. HappyCXO Studio is a marketing agency that helps Taiwanese SME manufacturers and trading companies build overseas digital visibility. We are not an accounting firm, a law firm, a financial adviser, or an M&A broker. This article gives you the questions, not the answers. It deliberately contains no tax opinion, no legal opinion, and no view on deal structure: it will not tell you which structure is more tax-efficient, how your contract should be drafted, or what any of this should cost. Every actual decision has to be made by your own accountant and lawyer, based on your specific facts, your shareholder structure, and the law in force at the time. If anything here conflicts with your professional advisers, follow your advisers.

The rest of the series — when to sell, who the buyers are, what the business is worth, how long the process runs — lives on the succession and business-sale topic hub. This piece is the closer: it turns all of that thinking into something you can print and physically carry into a meeting.

Why asking the right questions beats finding the cheapest adviser

Direct answer: in a transaction you will only run once, the biggest variable in the outcome is not your adviser hourly rate — it is whether you asked everything you needed to ask. The same accountant, facing a prepared owner versus an empty-handed one, produces wildly different value for roughly the same fee.

Consider the asymmetry. Buyers are repeat players. McKinsey studied 1,000 global companies across the decade from 2007 to 2017 and found that programmatic acquirers — those averaging more than two deals a year — run defined processes and explicit criteria at every stage, from sourcing through diligence to integration, with formal go/no-go decision points at each gate (McKinsey). The party sitting opposite you is working from a playbook rehearsed dozens of times. You are almost certainly doing this for the first time.

Now consider your side. Taiwan had more than 1.71 million SMEs in 2024 — over 98% of all enterprises, employing about 9.194 million people and generating NT$31.1 trillion in sales, according to the Ministry of Economic Affairs 2025 SME White Paper (MOEA announcement; full paper via the SME Administration). The overwhelming majority of those owners will sell exactly once. There is no second attempt in which to correct the mistakes of the first.

So how do you close the gap? Not by negotiating the fee down, but by directing professional time to where it matters. The economics of professional services are simple: you consume expert hours. Walk in with a question list and that hour gets spent on your situation. Walk in empty-handed and it gets spent on a generic briefing the adviser has delivered a hundred times — one you could have found online, and one that does not become more relevant to you just because a person is saying it out loud.

Here is a myth worth breaking. Most owners treat professional fees as a cost line, so their first instinct is to compare quotes. But in a business sale, the spread between adviser fees is usually far smaller than the spread created by the terms you end up agreeing. The expensive thing is never the number on the invoice. It is the question nobody prompted you to ask, which surfaces after you have signed. You are not looking for the cheapest or the most expensive adviser. You are looking for one who has handled your size, your industry, and your transaction type, and who is willing to answer your questions properly.

There is a second-order effect too: asking good questions changes how advisers treat you. Professionals spend most of their days with clients who cannot articulate what they want. When an owner produces a structured question list, the adviser immediately reclassifies the engagement as one worth real attention. That is not a psychological trick, it is resource allocation — firms have finite senior time and they steer it toward prepared clients whose deals are likely to actually close.

One principle runs through this entire article: it is here to help you ask well, not to tell you what the answer is. If you want the shape of the whole transaction before your first meeting, read the full sale process and timeline alongside this list. Asking questions with a process map on the table is far more efficient than asking cold.

Get clear first: who is responsible for what

Direct answer: a business sale draws on four or five distinct professions, and the boundaries are cleaner than most owners assume — the accountant owns numbers and tax, the lawyer owns documents and risk, the financial adviser owns valuation and negotiation, and the broker owns matchmaking. Ask the wrong person and you get a polite, useless answer, billed at full rate.

The most common mistake among Taiwanese SME owners is routing every question to the bookkeeper who has served them for twenty years. This is not a slight on that person. Routine compliance accounting and transaction tax work are different specialisms. The first handles recurring monthly and quarterly obligations. The second handles a one-off, concentrated, highly fact-specific event. You are entitled to ask your bookkeeper directly: "How many transactions like this have you handled? If it is not your specialism, who would you send me to?" An honest answer to that is already worth the meeting.

The table below lays out the division of labour. In real projects the boundaries overlap, but this is the frame you want in your head before the first meeting.

A few things to watch. First, one firm may offer several of these services, which is convenient — but ask who will actually run your file, what their specialism is, and whether any work gets subcontracted. Second, the deal team perimeter has to be managed deliberately. Telling the whole company too early does irreversible damage to morale and customer relationships; keeping the finance manager entirely in the dark makes diligence nearly impossible. That trade-off belongs on your question list for the lawyer.

Legally, what you sign also has defined categories. Taiwan Business Mergers and Acquisitions Act Article 4 separately defines merger, acquisition, and share exchange as distinct acts, each with its own procedures and permitted forms of consideration (Laws and Regulations Database). The same statute provides that where it is silent, the Company Act, Securities and Exchange Act, Fair Trade Act, and Labor Standards Act apply. You do not need to memorise any of this, but you do need to know it exists — because it is precisely why structure has to be decided by your lawyer and accountant together. Structure simultaneously drives legal procedure, employee obligations, and tax consequences, and those three do not automatically align.

Worth noting: M&A in Taiwan is no longer just a synonym for exiting. KPMG Taiwan positioned M&A at its April 2026 leadership forum as a transformation and succession tool for family businesses, describing owners using acquisitions to build industrial holding structures that consolidate resources while preserving the original corporate culture, giving second-generation succession more flexibility (KPMG Taiwan). Which is a useful reminder: the first meeting should not open with "how much can I get." It should open with "what am I trying to achieve." For who might be on the other side, see the five buyer types compared.

Four questions for your accountant (Q1 to Q4)

Direct answer: the four accountant questions, in order, are — how much do alternative deal structures differ in tax outcome, what is missing from my books today, what will the buyer accountant examine, and where do you plug into the timeline. What they share is that the answers depend heavily on your specific facts, which is why any generic answer copied from the internet may be wrong for you.

Q1. How much do alternative deal structures differ in tax outcome? Enough to change whether or when I sell?

Why it matters. Selling a company is not one legal act. Taiwan Business Mergers and Acquisitions Act Article 4 alone distinguishes merger, acquisition, and share exchange, and in practice there is also the broad divide between selling equity and selling assets or the business itself. Those routes do produce materially different tax outcomes — but how different, and which is better for you, depends on your shareholder structure, holding period, asset mix, retained earnings position, and your own cash flow needs in retirement, all against the law in force at the time.

That is exactly why this is question one and not something this article can answer for you. We deliberately publish no rates, thresholds, or worked examples, because a number divorced from your facts misleads. Your job is to hand this question to your accountant in full — and not to commit to any structure with a buyer before you have the answer.

What a good answer sounds like. The adviser does not lead with a conclusion. They ask you a series of factual questions first: how many shareholders, corporate or individual, held for how long, does the company own land or buildings, what is the retained earnings position, do you want proceeds at once or in instalments. Then they explain the difference in comparative form — if we go route A, here is what drives the outcome; route B, here is what changes — and state plainly which parts need modelling, what data that requires, and how long it takes.

What a bad answer sounds like. A flat, confident conclusion delivered in three minutes without a single question about your circumstances.

Q2. What is missing from my books for buyer financial diligence, and how long to fix it?

Why it matters. Diligence is where deals most often derail. The buyer brings their own accountants to reconcile your statements against reality line by line. Taiwanese SMEs typically lose ground on two things: blurred boundaries between the owner personal finances and the company (personal spending run through the business, funds moving between company and owner accounts), and unexplained gaps between management accounts and tax filings. Neither is unfixable, but both take time — some need several clean fiscal years before they are persuasive.

What a good answer sounds like. You get a checklist plus a timeline, not a reassurance. The list separates items into "fixable this month," "needs a full clean fiscal year," and "too late to fix — disclose it and negotiate around it." That last bucket matters most. A good accountant tells you which problems can no longer be repaired and recommends proactive disclosure rather than letting the buyer discover them.

Q3. What will the buyer accountant examine, and what can I still change?

Why it matters. Knowing what they will look for lets you work backwards. And buyer discomfort with your financials does not stop at price — it converts directly into representations, indemnity exposure, and holdback mechanics in the contract. The American Bar Association has tracked private-target M&A terms for years; its Private Target M&A Deal Points Study reports indemnity escrows in roughly two-thirds or more of surveyed deals, and in the 2021 edition, 99% of deals capped indemnification liability for breaches of general representations (American Bar Association).

Note carefully: that is United States market data, not a Taiwanese standard, and certainly not a target you should be pushing for. It is cited only to establish one fact: caps, survival periods, and holdbacks are negotiated variables in every mature market. Which entitles you to ask your lawyer and accountant how those three things are typically handled in your jurisdiction, at your deal size.

What a good answer sounds like. The adviser breaks diligence into workstreams — financial, tax, legal, operational, labour, environmental, intellectual property — states which ones they own versus which go to the lawyer, and names the workstream where your company carries the most risk.

Q4. From the day I decide to sell to the day the money is actually mine, what does the timeline look like?

Why it matters. The timeline determines two things: your psychological preparation, and total fees. More importantly, consideration is often not paid in one lump. Instalments, holdbacks, and earn-out style arrangements tied to future performance are common, which means closing day and the day you hold all the money are frequently not the same day. Ask this in the first meeting, because it drives your entire retirement cash flow plan.

What a good answer sounds like. You get a named-stage timeline — preparation, outreach, diligence, signing, closing, post-closing obligations — with rough durations, the points where the accountant is actively engaged, and the external factors most likely to stretch it. For the full map, read the sale process and timeline guide before you go in.

Four questions for your lawyer (Q5 to Q8)

Direct answer: the four lawyer questions are — what is the legal structure and which documents bind me, what am I warranting and for how long am I exposed, how does the non-compete restrict me, and what are my legal obligations toward employees and by when. Together they determine how much liability you carry after the ink dries.

Q5. What legal structure will this use, which documents will I sign, and which of them are binding?

Why it matters. Owners often assume only the final agreement counts. In practice, obligations start accruing at the NDA, the letter of intent, and any exclusivity clause. Which LOI provisions are legally binding and which are merely expressions of intent is a routinely overlooked detail with a high price tag.

What a good answer sounds like. The lawyer draws you the document flow — what gets signed when, by whom, which instruments bind, where you can still walk away, and what walking away costs. They also warn you not to verbally commit to any term before a document exists.

Q6. What am I representing and warranting? If something surfaces later, for how long and to what extent am I liable? Is there a cap?

Why it matters. This is the seller largest hidden exposure. Your agreement will require representations about the company financial, tax, compliance, intellectual property, labour, and environmental position — and if any prove inaccurate, you may still be liable years after closing. The ABA data cited above establishes that survival period, cap, and escrow are standard negotiation variables in mature markets. How they should be negotiated in your specific deal is something only your lawyer can answer.

What a good answer sounds like. The lawyer frames your worst-case exposure as a set of scenarios and ranges rather than saying "do not worry about it." They also proactively ask you uncomfortable questions: any known unresolved disputes, any regulatory penalties on record, any material customer or supplier relationship resting on a handshake. Those questions are unpleasant. A lawyer who does not ask them is the actual risk.

Q7. How will the non-compete restrict me? For how long, and how broadly?

Why it matters. After the sale you will probably still want to do something — consult, invest in a friend business, take a different role in the same industry. All of that can collide with restrictive covenants. Note especially: you may be bound simultaneously as a shareholder and as an employee, and those two are governed by different rules.

For post-employment non-competes, Taiwan Labor Standards Act Article 9-1 requires an employer to satisfy four conditions before any such agreement is valid: a legitimate business interest deserving protection, a role that genuinely gives the employee access to trade secrets, restrictions on period, territory, scope of activity and target employers that do not exceed a reasonable range, and reasonable compensation for the loss the employee suffers by refraining. Breach any one condition and the agreement is void; and the restricted period may not exceed two years (Laws and Regulations Database, with guidance from the Ministry of Labor). But a selling shareholder non-compete covenant inside a purchase agreement is a contract-law matter and does not simply inherit those rules. That distinction is exactly why you ask a lawyer instead of reading an article.

What a good answer sounds like. The lawyer first establishes which capacity binds you and how many instruments are involved, then walks through your actual post-exit plans item by item, flagging which would breach, which would not, and which need a carve-out negotiated up front.

Q8. What are my legal obligations toward employees, and which of them have hard deadlines?

Why it matters. This is the area owners care about most emotionally and prepare for least legally. Taiwanese law sets explicit timing. Business Mergers and Acquisitions Act Article 16 requires the surviving, newly incorporated, or acquiring company to notify, in writing and specifying working conditions, those employees the old and new employers have agreed to retain — no later than thirty days before the merger record date. Employees then have ten days to respond in writing; no response is treated as acceptance, and the acquiring entity must recognise the employee prior years of service (Article 16). Article 17 provides that employees who are not retained, or who decline retention, must have their contracts terminated by the pre-transaction employer, with advance notice or payment in lieu under Labor Standards Act Article 16, plus statutory pension or severance payments (Article 17).

The existence of these provisions does not mean they apply to your deal. Whether and how they bite depends on the structure you adopt — which is the whole point of asking. Your question should be: "Under the structure we are discussing, do Articles 16 and 17 get triggered? If so, what must I do, and by which date?"

What a good answer sounds like. The lawyer separates statutory obligation from communication sequencing. The statute is the floor; when you tell staff, how, and through whom is a plan you design together. An experienced lawyer will warn you that employees hearing the news from a third party is the single most destabilising event in a transaction.

Four questions for both of them (Q9 to Q12)

Direct answer: whether the person across the table is an accountant or a lawyer, four questions belong in the first meeting — how do you charge, do you have any conflict of interest, how many comparable matters have you handled, and how much of my own time will this take. None of them are technical, and all four predict the quality of the working relationship.

Q9. How do you charge? What is in scope, what is billed separately, and what makes fees escalate?

Why it matters. Fee disputes are the most common cause of broken engagements, and they almost always trace back to undefined scope. You are not asking for a price. You are asking for the logic and boundaries of pricing. The models themselves are covered in the next section, but this question must be asked face to face, and the answer put in writing.

What a good answer sounds like. The adviser can state the engagement scope, what falls outside it, how additional work is authorised and notified, and is willing to provide a written quote or engagement letter.

Q10. Do you have any conflict of interest? Any relationship with the buyer, the broker, or my other shareholders?

Why it matters. In a small business ecosystem, everyone knows everyone. That is not automatically bad, but you are entitled to know. Watch particularly for a broker collecting from both sides, a firm that also serves an affiliate of the buyer, or an adviser whose compensation is tied tightly to whether a deal closes rather than to how good the terms are.

What a good answer sounds like. Proactive disclosure, an explanation of internal information barriers, and where appropriate a recommendation that you take independent advice on a specific issue. If someone dodges this question, you can stop asking the rest.

Q11. How many matters have you handled at my size, in my industry, of this transaction type? When was the most recent?

Why it matters. Experience is not seniority. A lawyer thirty years qualified who has never done a manufacturing equity deal may help you less than one eight years qualified who has closed three in the past two years. The follow-up about recency matters because both the law and market practice keep moving.

What a good answer sounds like. Without identifying clients, they can describe the shape of those matters and the specific problems that arose — far more convincing than a number. Worth remembering how professionalised the buy side has become: Stanford GSB research on search funds (United States and Canada data) counts 862 traditional search funds formed through the end of 2025, with an aggregate 33.9% IRR and a 4.75x return on invested capital for the asset class (Stanford GSB). Buyers of that type arrive backed by investors who have done dozens of deals. That is foreign market data and the buyer pool elsewhere looks different, but it makes the point about why you need advisers of comparable calibre.

Q12. How much of my own time will this take? What can only I do?

Why it matters. Selling a company is not something you outsource and forget. During diligence the owner personally fields the most questions and the most detailed ones, while the business still has to run and hit its numbers — because a revenue dip during the process feeds straight into final terms. Plenty of deals collapse not because the parties could not agree, but because the owner was exhausted.

What a good answer sounds like. They tell you honestly which months are worst, roughly how many hours a week to budget, what can be delegated to a finance manager, and what genuinely requires you in the room. They may well suggest you add a headcount before starting. For a sense of the preparation load, see how SME valuation methods work — assembling the data alone is a serious project.

How to tell whether an answer is a good answer

Direct answer: good answers share six traits — they ask before answering, they name what the outcome depends on, they volunteer bad news, they end in a next step, they admit the limits of their expertise, and they check that you actually understood. None of this is domain-specific; it applies to any adviser.

Six positive signals:

1. They ask first. A good adviser gathers facts before offering any conclusion. That is not stalling — a fact-specific answer cannot exist without facts.
2. They name the dependencies. A strong answer sounds like "if A holds, the outcome is this; if B holds, it changes to that," rather than an isolated assertion.
3. They volunteer bad news. Someone willing to tell you in the first meeting that you have a problem is more reliable than someone nodding along.
4. They land on an action. Every answer should close with what happens next, who does it, and by when. An answer without a next step changes nothing.
5. They admit boundaries. "That is not my area, you should ask X" is a strong signal, not a weak one — it means they know the edge of their competence.
6. They confirm you understood. Good advisers ask you to restate the point back, rather than accepting a polite nod.

Six warning signs: a firm conclusion inside three minutes with no questions asked; over-promising (guaranteed savings, guaranteed timelines); presenting only the half that favours you; a fee range they will neither clarify nor put in writing; obvious unfamiliarity with your industry that they will not acknowledge; and refusal to leave anything in writing.

Here is a genuinely useful technique that involves no professional judgement at all: after every meeting, ask for a one-page written summary — issues discussed, preliminary view, outstanding information needed, next steps and timing. Whether an adviser will do this is itself an excellent filter. And for you, those summaries become invaluable three months later, because you will forget an enormous amount during a live process.

One myth to break: many owners assume that not understanding is their own failing, so they stop asking. The opposite is true. The highest expression of expertise is making something complex clear enough for a non-specialist to decide on. A Harvard Business Review piece drawing on research experience with more than 2,500 families found that stalled successions usually reflect the absence of a designed communication and handover process rather than a lack of ability or willingness (Harvard Business Review). The same logic governs your relationship with advisers: if you do not understand it, you are not the one making the decision.

Nor is this a private family problem in Taiwan — it is a tracked public issue. CommonWealth Magazine runs a long-form series, Century of Succession, covering handover planning, co-governance with professional managers, and second-generation development at Taiwanese companies. Read a few of those pieces and you will find owners in exactly your position, which is the point: treating succession or a sale as a project that needs a designed process, the right advisers, and the right questions is the generational norm, not a personal failing.

Last reminder: you can change advisers at any time, and the earlier the cheaper. If your instinct after the first meeting is that this person was not really listening, take that seriously. Before you have signed an engagement letter or handed over sensitive data, switching costs almost nothing. Switching halfway through diligence costs a great deal.

How advisers charge (structures, not amounts)

Direct answer: professional fees come in four basic structures — hourly, fixed fee, retainer, and success fee tied to the transaction — and in practice they are frequently combined. This section explains how each works, what incentives it creates, and what you must clarify. It contains no amounts, rates, or market ranges. Those you obtain directly from firms, in writing.

The most important column in that table is the last one. Most fee disputes are not about the rate, they are about scope and triggers that nobody wrote down. A few classic flashpoints: disbursements (filing fees, notarisation, translation, third-party appraisals, data-room platforms) are usually excluded from a quote; a mid-process change of structure typically forces a fixed fee to be renegotiated; and the perennial success-fee argument is which number forms the base when consideration is paid in instalments or tied to future performance, and when it becomes payable.

An external reference point. Clio Legal Trends research shows United States law firm billing diversifying sharply: in 2024, 59% of firms used flat fees either exclusively or alongside hourly billing, adoption of flat fees having grown 34% since 2016. Mid-sized firms are further ahead, with 64% offering flat fees and 27% offering subscription arrangements, while on the client side 71% say they would prefer a flat fee for an entire matter (Clio Legal Trends). That is United States data and does not describe practice elsewhere, but it makes a useful point: billing structure is negotiable. Asking "is there another way you could price this?" is a normal market question, not a rude one.

In a real sale you will typically see several models at once: the lawyer hourly, specific accounting workstreams fixed-fee, the financial adviser on a retainer plus success fee. Your job is not to grind every line to its minimum. It is to make sure every engagement has a written scope and that you understand what triggers each fee. A quick self-test: if you cannot explain to your spouse in three sentences what you will be paying out over the next three months and why, you have not asked enough.

Finally, an overlooked cost concept: fees are not only invoices — they are also your time and your company attention. A cheap adviser who makes you re-send documents and re-explain the same facts repeatedly may carry a far higher real cost than the invoice suggests. Conversely, an adviser who runs the process tightly and lets you stay focused on operations protects the thing you cannot see on any invoice: trading performance during the deal, which feeds directly into final terms.

The 12 questions on one page

Direct answer: the table below sets out all 12 questions, who to ask, why each matters, and what a good answer looks like. Print it and take it to the first meeting. The right-hand columns are not answers — they are checkpoints for judging response quality in real time.

How to use it: in the first meeting, run all twelve. Do not expect answers — expect to learn how each adviser intends to handle each question. Some they will dispatch in two sentences; others will need data before they can respond. That pattern is itself the information: it tells you where the adviser is strong and what you need to prepare next.

Afterwards, write one line per question capturing what you heard, then compare it against the "marks of a good answer" column. If more than three of the twelve land in warning-sign territory, seriously consider booking a second opinion. Consulting two or three advisers is entirely normal, and on a once-in-a-lifetime decision it is well worth the extra meetings.

Which brings us back to the opening caution. These twelve questions do not give you answers. They only guarantee that nothing goes unasked. How the tax works, how the contract should read, which structure fits — all of that must be decided by your own accountant and lawyer on your specific facts. The entire value of this article is that you no longer walk in empty-handed.

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About HappyCXO Studio. We are a marketing agency helping Taiwanese SME manufacturers and trading companies build overseas digital visibility. We do not provide accounting, legal, or M&A advisory services. We wrote this series because, while rebuilding company websites and overseas inquiry flows for clients, we kept meeting the same pattern: a company that AI search engines and overseas buyers can find, understand, and trust simply has more options — whether the owner eventually hands over, sells, or keeps running it. To learn who we are, see about us; for digital visibility work, get in touch. As for the answers to these twelve questions — take them to your accountant and your lawyer.