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A Morrow guide

$1M Professional Liability (E&O) Insurance for Fractional CFOs and Controllers

In this guide

For fractional CFOs and controllers, a $1M requirement means a Professional Liability (E&O) policy that pays up to $1M per claim, so check whether your contract also sets a yearly aggregate.

The short answer

  • A $1M Professional Liability (E&O) requirement means your policy pays up to $1M per claim for fractional CFO or controller work, and many clients also set a yearly aggregate.
  • Check whether the contract asks for $1M/$1M or $1M/$2M. The second number is the aggregate (the most the policy pays for all claims in a year).
  • Send Morrow the contract and your current policy. Morrow can review them for gaps, such as officer duties or fundraising work the policy leaves out, and help you find a $1M policy.

What does a $1M requirement mean for fractional CFOs and controllers?

Professional Liability (E&O, short for Errors and Omissions) covers claims that your advice or work caused a client a financial loss. A typical clause reads:

Illustrative contract wording

Contractor shall maintain Professional Liability (Errors and Omissions) insurance covering the financial management, accounting and advisory services provided under this Agreement, with limits of not less than $1,000,000 per claim and $2,000,000 in the annual aggregate. If written on a claims-made basis, coverage shall be maintained for at least two (2) years after this Agreement ends.

Sample wording for illustration only. Your contract's wording controls.

  • Per claim: the most the policy pays for any one claim. Here, $1M.
  • Aggregate: the yearly cap on all claims. Here, $2M. A $1M/$1M policy would not meet this clause. A $1M/$2M policy would meet the limits in this sample clause, though your contract may have other requirements.
  • Claims-made: the policy covers claims made and reported while it is active, for work done on or after the retroactive date (the earliest date of work the policy covers).
  • The listed services: your policy should describe every service the clause names. A contract that says "advisory" and an application that says only "bookkeeping" leave a gap.

Who asks fractional CFOs and controllers for $1M?

$1M is a common ask for this work, though requirements vary. It usually shows up in a written agreement from:

  • Startups and growth companies that use a standard vendor insurance clause, sometimes at a board member's request.
  • Founder-led and family businesses handing off close, cash planning and reporting.
  • Fractional placement firms and CPA firms that subcontract CFO or controller work to you.

Fundraising, sale work, private equity owners and larger clients may ask for more. Compare this with $2M Professional Liability for fractional CFOs and controllers, where a larger client often wants room for a bigger loss.

How is $1M built?

At $1M, the limit is usually one primary policy (the policy that pays first), with no excess layers (extra policies above it). Fractional CFOs and controllers who are not CPA firms usually buy Miscellaneous Professional Liability, a form built for service businesses without their own policy type. CPA firms usually buy Accountants Professional Liability.

A commercial umbrella almost never covers Professional Liability. Adding a client as an additional insured (listed as a protected party on your policy) is often not available on Professional Liability. Some carriers allow it in limited cases, so check the contract. Many clients accept a certificate of insurance (a one-page proof of coverage). A broker review compares the contract to your policy. It can catch an aggregate that is too low, a retroactive date that misses past clients, or limits on tax penalties and interest. It can also catch an officer exclusion. If a client names you its CFO or treasurer, your policy may not cover acts you take as an officer.

Good to know

Defense costs can use up the limit. Many Professional Liability policies pay defense costs inside the limit, so legal fees leave less to pay a settlement. See defense costs inside or outside the limit.

What will underwriters ask for?

An underwriter decides whether an insurer offers coverage and on what terms. Expect questions about:

  • Your revenue split by service: CFO advisory, controller work, forecasting, fundraising, sale support, payroll and tax filings.
  • Whether you hold an officer title or sign financial statements or tax returns.
  • Whether you can move client money, approve payments or remit payroll taxes.
  • How many clients you serve, your largest client's share of revenue, and whether you hold a CPA license and use signed engagement letters.
  • Prior claims, fee disputes, and your current policy and retroactive date.

What affects the cost?

  • Type of work. Fundraising, sale support and tax work usually cost more than close and reporting.
  • Revenue and client mix. Larger clients mean bigger possible losses.
  • Money handling. Payment authority and payroll tax remittance can raise it.
  • Claims history. Prior claims can raise it.
  • Aggregate and retention. $1M/$2M usually costs more than $1M/$1M. A higher retention (the amount you pay on each claim before the policy pays) usually lowers the premium.

Frequently asked questions

Do I need $1M Professional Liability as a fractional CFO or controller?

Many clients and placement firms ask for it in the contract, and requirements vary, so check the insurance section of your agreement. The engagement letter often names the limit and the aggregate.

Is $1M/$1M enough if my contract says $1M/$2M?

No, a $1M/$1M policy has a lower aggregate than the clause asks for. Request new quotes for a $1M/$2M policy. Morrow can ask carriers to keep your retroactive date where the market allows. Keep your current policy until the new one starts, and report anything that could become a claim to your current carrier first.

What claims could a $1M policy cover for a fractional CFO?

It may cover claims that your work caused a client a financial loss. Hypothetical examples: a cash forecast misses a large bill and the client breaks a loan covenant (a promise to its lender), or investors say a model you built for a raise overstated revenue. Many policies limit tax penalties and interest, and some limit fundraising work.

What if I stop doing fractional work or the engagement ends?

A claim first made after your policy ends is generally not covered. An extended reporting period (a "tail") gives extra time to report claims about past work and usually must be bought soon after the policy ends (see tail coverage).

Looking for $1M in Professional Liability? Morrow can help.

Send us the contract's insurance section and your current policy, if you have one. Morrow can review them and request quotes. Terms depend on underwriting.

Morrow · 25 New Chardon Street, 4th Floor, Boston, MA 02114

This article is general information, not legal advice or a coverage determination. Coverage depends on the actual policy wording, carrier underwriting and your contract terms.