How are legal and accounting fees split in a business sale?

Buyers and sellers occasionally assume the other side is picking up some portion of their professional costs, and that assumption is almost always wrong unless it was specifically negotiated and written down.

The default convention

Each party engages, instructs and pays their own lawyer, and generally their own accountant, throughout negotiation, diligence and closing. This is the norm because each advisor is working for one client’s interests specifically, and mixing payment responsibility with representation tends to create conflicts nobody wants to untangle mid-deal.

Costs that sometimes get shared or reallocated

• A jointly engaged appraiser for equipment or inventory, where both sides trust one valuation rather than paying for two
• Certain lien, execution or corporate status searches, occasionally split by agreement
• Discharge or payout fees on existing debt, which the seller typically arranges to have paid from proceeds at closing
• Landlord, franchisor or licensing-body fees tied to a specific consent, which the agreement should assign to a named party

Who typically pays broker commission, and why it is different

Broker commission is a separate topic from legal and accounting fees. It is set out in a listing agreement, is typically paid from proceeds at closing, and is usually the seller’s obligation because the seller is the one who engaged the broker, though this too is a matter of what was actually agreed rather than a fixed rule.

Why this belongs in writing, not assumed

A verbal understanding about who covers what is exactly the kind of detail that becomes a dispute at closing, when the invoices actually arrive and nobody remembers agreeing to split anything. Naming specific shared costs, and how they are split, directly in the agreement or in a side letter avoids that entirely.