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“Can’t My Accountant
Just Do This?”
Independent vs Accountant Valuation

It’s the most common question we hear — and it’s a fair one. Your accountant knows your business inside out. So why would you need a dedicated corporate finance specialist to value it? The answer comes down to one word: independence. And what that independence is actually worth when an M&A buyer, an acquisition lender, or HMRC is sitting on the other side of the negotiating table.

Written by Kishen Patel, BFP ACA ICAEW Chartered Accountant Updated April 2026

“Your accountant knows your business. That’s precisely the problem.”

What an Accountant’s Valuation Actually Is

Your accountant is a trusted professional who has accurately prepared your statutory accounts, advised on your corporate tax position, and probably knows your business almost as well as you do. That relationship is genuinely valuable — but it establishes a specific structural problem the exact moment a valuation is required for a high-stakes purpose.

When your accountant prepares a valuation of your business, they are doing so firmly as your adviser. Their primary professional duty is to you. Their knowledge of your business is inevitably shaped by years of conversations, contextual background, and — in most cases — a natural inclination to view the business favourably. None of this is dishonest. It is simply the natural, unavoidable consequence of an ongoing advisory relationship.

The result is a valuation that may be mathematically competent but cannot, by definition, be described as independent. And independence is not a nice-to-have. In strict M&A due diligence or tax environments, it is the entire point.

The conflict of interest is structural, not personal

It is critically important to be clear: this is not a criticism of accountants, and it is not a suggestion that your accountant would behave improperly. The issue is structural. An adviser who maintains a continuing relationship with a client — who invoices that client regularly and whose firm’s revenue depends on that client’s goodwill — is not in a position to produce a valuation that is, and can be irrefutably seen to be, independent of that relationship.

A strategic buyer’s corporate solicitor will know this. HMRC’s internal valuers will know this. A judge in a shareholder dispute will know this. The concrete value of the number entirely depends on who produced it, under what conditions, and with what professional accountability for the outcome.

What Structural Independence Actually Means

An independent valuation is one meticulously produced by a qualified corporate finance professional who possesses absolutely no financial or advisory relationship with either party in a transaction — and who is prepared to legally and professionally stand behind their conclusion if it is aggressively challenged.

This carries three practical components:

No conflicting relationship
The valuer is not your existing accountant, your solicitor, or anyone else with a continuing financial interest in your affairs or the financial outcome of the valuation.
Documented M&A methodology
The valuation is not a simple figure on a letterhead — it is a documented conclusion that explicitly sets out the methodology, the comparable transaction data used, the EBITDA adjustments made, and the risk-assumptions applied. Every step can be interrogated during due diligence.
Professional accountability
The valuer is tightly regulated by a recognised professional body — in our case, the ICAEW — and is accountable for the quality and integrity of their work. They can be legally challenged, and they accept that strict accountability.

Side-by-Side: Your Accountant vs an Independent Valuer

This table sets out the key differences in a format that matters when you’re deciding which corporate finance approach to take:

Your Accountant Independent Valuer
Relationship to you Existing adviser — ongoing fee relationship No prior relationship — engaged for this purpose only
Perceived by M&A buyers as Your adviser — not a neutral party An objective third party — credible to challenge
Accepted by HMRC Rarely — subject to challenge without independence Yes — when properly documented and from a qualified body
Usable in legal proceedings Generally not — conflicts of interest undermine weight Yes — can be used as expert evidence
Market comparable data Limited — based on general knowledge, not live deal data Current — drawn from live transaction databases and sector benchmarks
Normalisation objectivity May favour client — adjustments made by someone who knows you Neutral — adjustments tested against what a buyer would accept
Buyer negotiation strength Weak — buyer’s advisers will immediately discount it Strong — provides a defensible anchor for Enterprise Value negotiations
Professional accountability Accountable to you as client — not to the valuation’s recipients Accountable to ICAEW standards — the conclusion must be defensible
EMI share scheme compliance Not automatically accepted — HMRC requires proper independence HMRC-grade — agreed valuations that protect employees from tax risk

When Independence Is Non-Negotiable

There are specific situations where the independence question abruptly stops being a preference and becomes a strict requirement. In these scenarios, a valuation from your existing accountant will either be challenged, ignored, or rejected outright by the counterparty.

Selling your business via Trade Sale or MBO

Any sophisticated buyer — or their corporate finance adviser — will instantly dismiss a valuation produced by your own accountant. It carries zero weight as an anchor for the Share Purchase Agreement (SPA) price. An independent valuation gives you a credible, documented figure to open negotiations with and defend under intense due diligence scrutiny.

HMRC disputes and CGT tax events

HMRC is specifically trained to identify and challenge valuations that completely lack independence. For inheritance tax, Capital Gains Tax (CGT) events, and Business Asset Disposal Relief disputes over share awards, a valuation that cannot demonstrate proper independence will be rejected, triggering a full HMRC valuation — which almost always produces a higher tax liability.

Shareholder disputes & boardroom deadlock

When shareholders fundamentally disagree on Equity Value — in a buyout, a divorce, or a hostile dispute — the valuation must be seen as strictly independent of all parties. A valuation from one shareholder’s accountant will be immediately attacked by the other side, and rightly so. Courts legally require expert evidence that can withstand rigorous cross-examination.

EMI share scheme HMRC approvals

EMI options require an agreed valuation with HMRC before options are granted. If the valuation is later found to be inaccurate — because it lacked independence or financial rigour — employees may face unexpected income tax and NIC charges on their options. The cost of getting this wrong falls catastrophically on the people you were trying to reward.

VC Fundraising and bank lending

Institutional investors and commercial lenders conducting due diligence want to see an Enterprise Value they can fully rely on — not one that was produced by your own team. An independent valuation accelerates the capital raise process and severely reduces the risk of a last-minute renegotiation when the investor’s own advisers produce a different number.

Ready for an independent valuation?

Our ICAEW-qualified team delivers fully independent, meticulously documented valuations that buyers, lenders, and HMRC accept. Fixed fee. 7–10 working day turnaround.

When Your Accountant Can Genuinely Help

To be perfectly fair to the question — there are distinct circumstances where your accountant’s input is not just acceptable but genuinely valuable to the corporate finance process. It is vital to distinguish these from the high-stakes situations outlined above.

Your accountant is well-placed to help with…

Preparing your statutory accounts and normalisation schedules for the valuer
Structuring your personal CGT tax position before a sale
Providing you with a rough internal sense-check of business value
Working alongside the independent valuer to provide transparent information
Reviewing the M&A transaction documents after the valuation is agreed
Advising on SSAS pension contributions and pre-sale distributions

Your accountant should not be the valuer when…

The valuation will be seen by a buyer, lender, or external investor
HMRC may scrutinise or challenge the figure for tax purposes
The valuation will be used in any legal or dispute context
An EMI share scheme or option pool is being officially implemented
You need to negotiate a defensible number with a counterparty
Multiple shareholders with heavily competing interests are involved

What ICAEW Independence Means in Practice

The ICAEW (Institute of Chartered Accountants in England and Wales) is the UK’s pre-eminent professional body for accountancy and corporate finance. ICAEW members are bound by extremely stringent ethical standards that include specific requirements around independence, objectivity, and the rigorous management of conflicts of interest.

When a valuation is produced by an ICAEW member acting strictly as an independent valuer — rather than as an ongoing accountant — several crucial things follow:

  • The valuer must disclose and aggressively manage any potential conflicts before accepting the engagement.
  • The valuation must be prepared to the standard that could withstand intense professional scrutiny, including HMRC legal challenge.
  • The conclusions must be firmly supported by documented financial methodology, not simply asserted.
  • The valuer accepts professional accountability for the quality and integrity of their work.
  • HMRC recognises ICAEW-qualified valuers as competent to provide specialist valuations for tax purposes.

At Consult EFC, we act exclusively as independent valuers — not as your ongoing accountant. We have absolutely no prior relationship with your business, no commercial interest in a particular financial outcome, and no continuing engagement that could compromise our strict objectivity. Every valuation we produce is prepared to a standard we would be entirely comfortable defending at HMRC or in Court.

ICAEW Chartered Accountant
Kishen Patel, BFP ACA — ICAEW Chartered Accountant

All Consult EFC valuations are delivered personally by Kishen Patel — an ICAEW Chartered Accountant with specialist experience in UK SME corporate transactions. Every valuation is independent by design: we do not act as your ongoing accountant, and we never will.

Frequently Asked Questions

Yes — and that’s precisely the challenge. Knowing your business well is an advantage in many contexts, but it introduces structural bias in the context of valuation. Your accountant may unconsciously apply more generous EBITDA normalisation adjustments, apply a higher multiple than the M&A market actually supports, or simply produce a number they know you’ll be pleased with. None of this may be intentional — but it is the natural consequence of a long advisory relationship. An independent valuer comes to the business fresh, with no prior assumptions and no relationship to protect.

Yes — and more often than most business owners expect. HMRC has experienced valuers who specifically review valuations submitted in the context of tax events, EMI approvals, and inheritance tax filings. Where they identify that the valuer is the taxpayer’s own accountant, they will often challenge both the independence of the process and the specific assumptions applied. This frequently results in a protracted correspondence, a revised valuation, and additional tax liabilities. An independent, properly documented valuation from a qualified body is substantially less likely to attract challenge — and far easier to successfully defend if it does.

It can cost more than a letter from your accountant, yes. However, the relevant comparison is not cost versus cost — it is risk versus risk. A valuation that is challenged by HMRC, dismissed by an M&A buyer, or successfully attacked in a shareholder dispute can cost an order of magnitude more than the fee for a proper independent valuation. Our valuations are fixed-fee and we are entirely transparent about pricing from the outset. For most UK SMEs, the cost is a fraction of a percent of the Equity Value at stake.

Absolutely — and this is often the ideal approach. Your accountant is perfectly placed to help prepare the financial information we need: normalised accounts, management accounts, and operational background on the business. We then exclusively produce the independent valuation from that base, without that prior relationship affecting our conclusions. The roles are complementary, not in competition. Many of our clients’ accountants refer them to us specifically because they recognise that strict independence is what the situation requires.

Our standard turnaround is 7–10 working days from receipt of the final financial information we need. For HMRC EMI valuations, we formally manage the submission process and the typical HMRC turnaround after submission is 2–4 weeks. We will always give you a realistic timeline at the outset and clearly flag if anything is likely to affect it. We do not provide indicative figures before completing our rigorous analysis — the value of an independent valuation is its integrity, and that cannot be rushed.

Get an Appraisal Buyers and HMRC Will Accept

Fixed fee. Partner-led. ICAEW qualified. Delivered in 7–10 working days. No prior relationship. No conflicts. No compromises.

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