Exit playbook · 13 min read

How to sell a business

Most businesses that go to market don't sell. Not because the buyer pool is empty — because the seller hands over a shoebox of numbers, one serious buyer appears, and there's no leverage left at the table.

Selling a small online business is not like selling a house. There is no listing service that creates a market, no standard contract, and no agent who does the work for you. What exists is a small pool of buyers, each of whom will ask roughly the same twenty questions — and the seller who answers them cleanly, in writing, before being asked, sells for more and in less time.

1. Decide whether you're actually ready

You are ready to sell when three things are true:

If any of those are false, the highest-value move is usually to spend three to six months fixing them. That work shows up directly in the multiple.

2. What your business is worth

Buyers price off profit, not revenue, and they discount anything they can't verify or repeat.

Business typeTypical multiple of annual profitWhat raises it
Content / affiliate2.5x–4xDiversified traffic, email list, evergreen library
Ecommerce / DTC2x–4xRepeat purchase rate, brand search, suppliers
Micro-SaaS3x–5xLow churn, organic signups, no single-customer dependence
Newsletter / media3x–6xSponsor diversity, engaged list, consistent publishing
Productized service2x–3.5xRetainers, documented delivery, non-owner team

Calculate the number a buyer will calculate

Take net profit for the last twelve months. Add back your salary if you'll be replaced, one-off expenses, and anything personal that ran through the business. Subtract the market cost of the work you did for free, plus any tooling the buyer will have to pay for. That adjusted figure — seller's discretionary earnings — is what gets multiplied.

A buyer's mental model is simple: how much cash does this produce, how confident am I that it continues, and what do I have to do to keep it running? Answer those three and the price conversation gets short.

3. The prep work that raises the price

These five moves are worth more than any negotiation tactic:

  1. Document the operating manual. How traffic arrives, how orders ship, who does support, what the weekly rhythm is. Ten pages, screenshots included. This alone can move a multiple by half a point.
  2. Reduce founder dependence. Move the brand's voice to a template, hand the inbox to a contractor, remove your personal email as the recovery address on every account.
  3. Diversify the risk buyers fear most. If 70% of revenue is one channel, add a second before you list. Even a modest second channel changes the story from "one update away from zero" to "a business with a primary channel".
  4. Clean the books. Separate business and personal spending for at least twelve months. A bookkeeper costs less than the discount for messy records.
  5. Fix the small legal things. Terms of service, privacy policy, trademark, contractor agreements, and uncollected sales tax. Buyers find these, and they use them as price chips.

4. Package it: the four documents

Serious buyers want a consistent story. Build these once and reuse them for every conversation.

5. Run a real process, not a post

The mistake is listing once, quietly, and waiting. You want several informed buyers at the same time, so that an offer creates a decision rather than a monologue.

  1. Build a list of 20–50 plausible buyers. Strategic buyers in your niche, aggregators, individual operators, and anyone who has bought in your space before. Include people who've already asked you about it.
  2. Reach out personally. A short note from the founder outperforms a broker's blast at small sizes. State the range, the reason, and ask for a conversation.
  3. Qualify before you educate. Ask about proof of funds and timeline before you send the memorandum. Buyers who won't answer that are browsing.
  4. Set a deadline. "I'm speaking with a small group of buyers and would like indications of interest by the 14th" is normal, not aggressive. It creates a market.
  5. Take two or three to offer stage. Competitive tension is the only real leverage a small seller has.

If you hire a broker, ask for the last three deals they closed in your category and the multiples achieved. Pay attention to whether they run a process or just list on marketplaces.

6. Negotiation and deal structure

The headline price is a story; the structure is the deal. Expect buyers to negotiate on these levers:

TermWhat to holdWhat to concede
Cash at closeAim for 70–100% at close on small dealsSplit the difference if the buyer is credible
Earn-outCap it and define the metric preciselyTime-bound earn-outs tied to revenue you control
Holdback / escrow10–20% for 30–90 daysLonger only with clear release conditions
Transition support30 days of agreed hours60 days if the price reflects it
Non-competeNarrow scope and short duration12–24 months in the same niche
Reps and warrantiesTruthful and limited to what you knowCaps and baskets — insist on both

Two rules of thumb. First, never trade price for an earn-out you don't control; if the metric depends on the buyer's decisions, it isn't money. Second, an all-cash offer 15% lower from a buyer who has done diligence is usually better than the higher offer with three conditions and no funding proof.

7. Closing and handing over

8. Mistakes that kill deals

FAQ

How long does it take to sell an online business?

Three to nine months is typical from first outreach to money in the bank. Preparation before that is another three to six months if the books and processes need work.

How much does it cost to sell?

A broker takes 8–15% of the price, a lawyer a few thousand, and escrow a small percentage. Doing it yourself saves the fee and costs you time and reach — most first-time sellers underestimate the second.

Can I sell a business that doesn't make a profit yet?

Sometimes — for the audience, the technology, or the team — but you're selling an asset, not a cash flow, and the buyer pool is much smaller. Sell profit if you have it.

Do I need to tell my customers?

Not until the deal closes, and ideally not until the transfer is complete. When you do, keep it short, from the brand, and confident.

What's the most common reason deals fall apart?

Diligence surprises and buyer financing. Both are reduced by preparing properly and qualifying buyers before you share anything sensitive.

Next step. Run the numbers today — twelve months of profit, adjusted for your salary and one-off costs — and request a valuation read. We'll tell you what a buyer would likely pay now and which three changes would move it.

Thinking about an exit?

Send your numbers and timeline. We'll give you a plain read on value and a shortlist of buyers who actually close.

Request a valuation read
Powered by LunaNineAI.com