Proactively address this blind spot early in the process to ensure your firm remains fully compliant, operational, and set for long-term success.
As architecture and engineering firms navigate mergers, acquisitions, and internal succession plans, one critical compliance risk is often left behind: state firm professional licensing. You may successfully transition ownership, only to discover after that your firm no longer meets the requirements to legally operate as an architecture or engineering firm in a state.
The compliance risk you didn’t plan for.
When your firm undergoes an ownership transition, whether through an M&A deal, employee stock ownership plan, or other internal succession, the ownership structure may change in a way that disqualifies the firm from maintaining its firm professional license in one or more states.
By the time you realize it, the consequences can be costly, ranging from delayed projects to penalties and reputational harm or even offers of ownership to key employees that might need to be rescinded.
Every state has its own professional licensing requirements for architects and engineers.
These typically include:
- Entity structure requirements
- Ownership/officer requirements
- Qualified Licensed Professional in Responsible Charge
These requirements are legal prerequisites to provide design services in a state, and without compliance, a firm can subsequently be prohibited from providing these services.
Licensing issues often go unnoticed during ownership planning. Unlike tax implications or deal structures, firm licensing is frequently overlooked. Firm licensing should not be treated as a box to check. It’s a strategic asset that protects your firm’s ability to operate, bid on projects, and maintain credibility.
How ownership transitions can disrupt firm licensing.
As ownership transitions become more common, whether due to retirements, increased M&A activity, employee-led buyouts, or expansion of the firm, it’s important that firm leaders integrate licensing compliance into every stage of the transition process. The popularity of ESOPs in the AEC industry has soared for many reasons. Still, ESOPs bring with them unique challenges regarding licensure that could impact the structure of the ESOP or even the decision to become an ESOP firm.
Ownership transitions are turning points in a firm’s growth story. They must be handled with more than financial and legal accuracy – they require regulatory awareness. Don’t wait for a state board to flag the problem. Proactively address licensing early in the process to ensure your firm remains fully compliant, operational, and set for long-term success.
Ensure your ownership transition advisory team includes professionals who understand both the corporate and regulatory implications of ownership changes. Don’t rely solely on transaction advisors or your corporate lawyer to navigate this minefield of regulations – consult those familiar with architecture and engineering firm professional licensing.
Next steps.
Don’t let firm licensing be the weak link in your ownership transition strategy. Ensuring compliance isn’t just a legal necessity; it’s a business imperative that safeguards your firm’s ability to grow, operate across state lines, and preserve client trust.
Join Stambaugh Ness for our upcoming webinar, AE Ownership Transition & Professional Licensing Challenges, where we’ll break down state licensing requirements and share proactive strategies to help you navigate leadership and ownership changes without putting your licensure or your business at risk.
Karen Poist, CPA, is managing director of State Advisory at Stambaugh Ness. Connect with her on LinkedIn. Brad Wilson, CMA, MBA, is director of Strategic Growth Advisory at Stambaugh Ness. Connect with him on LinkedIn.