[5 Steps] How to Sell Your SaaS Business and Maximize its Value

In the rapidly evolving SaaS landscape, the decision to sell your business can be phenomenal. It could be a strategic move for growth, a pivot in your business model, or a necessary decision due to changing circumstances.

Selling a SaaS business has its own set of challenges.

This article will guide you in preparing your company for the sale, the steps of the actual sale, and some unique tips to get the most out of your deal.

TL;DR - How to Sell Your SaaS Business

Selling your business can be complex, especially if it’s SaaS. It requires careful planning, strategic decision-making, and a deep understanding of your business's worth. Here are the steps involved in selling your SaaS business.

1. Valuation

2. Find a buyer

3. Negotiate a deal

4. Transfer ownership

5. Perform due diligence

Selling the SaaS business is a significant decision that can have far-reaching implications for your future. By following these steps, you can ensure a smooth and successful sales process.

But you don’t have to do this alone. We at Exitwise are with you. We'll help you hire the right M&A (merger and acquisition) experts to guide you through each step of your SaaS business sale.

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Private Sale vs. Working with SaaS Brokers

When selling your SaaS business, you have two main options. You can conduct a private sale or work with SaaS brokers for an easier but costly route.

Let’s look at each approach:

Pros and Cons of Private Sales

A private sale involves selling your business directly to a buyer by yourself without the involvement of a third party. An interested buyer can approach you, asking to buy your business, or you may reach out to prospective buyers independently.

Here are a few advantages and disadvantages of private sales when selling your business.


  • You have complete control over the process, from finding potential buyers to negotiating the terms of the sale.

  • You can save on substantial broker fees, usually a fixed amount or a percentage share of the final price.


  • Conducting a private sale can be time-consuming and requires significant effort. You'll need to handle everything from marketing your business to vetting potential buyers.

  • Unless you have experience selling businesses, you may not understand the complexities of the process.

Benefits of Working With a Broker

When selling your SaaS business, hiring a broker can offer several benefits:

  • Brokers have extensive knowledge and experience to guide you through the sale of your business.

  • Brokers typically have a broad network of potential buyers and connections with other brokers, which may enhance the probability of connecting with the ideal buyer for your business.

  • Brokers may handle everything from marketing your business to vetting potential buyers, saving you significant time and effort.

  • They may sometimes help negotiate better terms and prices because they understand market trends and existing relationships within the industry.

Looking for buyers on your own puts you in complete control of the process but can be time-consuming. On the other hand, hiring a broker may free up your precious time and bring in vetted and genuinely interested buyers.

But before you dive into prospecting buyers, you must understand your company’s position.

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How to Evaluate a SaaS Company Before Selling

Before selling your SaaS company, you must evaluate it based on key metrics. Let’s look at some of them.

1. Churn Rate

Most SaaS businesses work on monthly or yearly subscription-based models. The churn rate calculates how many subscribers cancel the service, monthly or annually. A high churn rate is not a good indicator and reduces the value of your business. 

2. Customer Acquisition Cost (CAC) and Lifetime Value (LTV)

CAC is the cost of acquiring a new customer in sales and marketing. LTV is a metric that calculates the average revenue to expect from a customer over the entire engagement period. Low CAC and high LTV are indicators of a good business model.

3. Monthly Recurring Revenue (MRR) and Annual Recurring Revenue (ARR)

MRR calculates the recurring revenue of a SaaS business over a particular month, while ARR is the recurring revenue over a year. A high score for both metrics will give your business a higher value.

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Factors to Consider When Selling a SaaS Business

Here are a few factors to consider when selling your SaaS business:

Financial Health

The financial health of your business is a crucial consideration for potential buyers because they eventually want to maintain and improve its profits. Some factors to consider are low liabilities and risk, profitable balance sheets, and high LTV. 

Customer Base

The scale and loyalty of your customer base are directly proportional to your business's value. So, ensure you have a loyal customer base, if not a big one.

Management Team

A strong management team can be valuable in demonstrating the company's leadership and strategic capabilities.

Positioning and Competition

Your business's positioning and competitive landscape can influence its attractiveness to potential buyers. You can command a remarkably high price if your SaaS business is already an established or rising brand.

Efficient Planning

Selling your SaaS business should be a strategic and adequately thought out decision. Focus on maximizing the business's value a year or two before you plan on selling it so you get the maximum price out of it.

Since each business is unique, these factors may vary in importance based on the specific circumstances of your SaaS business.

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Selling Your Software Company? Here's How You Prepare It

If you're considering selling your software company, it’s essential to be prepared beforehand. Here's how you can prepare your SaaS business for sale:

1. Gather Accurate Data with Analytics Tools

Utilize analytics tools to collect precise data about your business and get an accurate idea of its current position.

Such data can include: 

  • Customer demographics

  • Sales trends

  • Product usage patterns

And more.

Accurate data gives potential buyers a clear picture of your business's performance and future potential.

2. Organize Financial Records and Demonstrate Profitability

Keep your financial records organized, transparent, and up-to-date. These records usually include:

  • Income statements

  • Balance sheets

  • Cash flow statements

  • 409A valuation

  • Tax returns

Demonstrating profitability is crucial as it shows potential buyers that your business is financially healthy and has the potential for future growth.

3. Understand Key Metrics and Present them Effectively

As discussed above, metrics play an essential role in determining the value of your SaaS company. That’s why you should familiarize yourself with crucial SaaS metrics such as churn rate, customer acquisition cost (CAC), lifetime value, and monthly and annual recurring revenue (ARR).

Ensure that these metrics are largely according to industry standards. If they're not, you should work towards getting them on track to improve your business's valuation.

Team attentively listening to financial presentation.

4. Establish Standard Operating Procedures (SOPs) and Documentation

SaaS businesses will have different operating processes than other businesses. That’s why you should document all your business processes and establish SOPs for streamlined and efficient operations. It includes daily operations, customer service procedures, marketing strategies, and product development processes.

Having well-documented SOPs can make your business more efficient and make the transition smoother after the sale.

5. Review Employee Contracts and their Impact on the Sale

You should check if all clauses in the employee contracts comply with the employment laws since these can affect the sale. The contracts should cover essential aspects such as:

  • Job responsibilities

  • Healthcare benefits

  • Non-compete and non-disclosure agreements

  • Bonuses, etc.

Also, consider the impact of key employees on your business and the potential implications of their leaving after the sale.

6. Manage and Position your Business for Sale

Finally, you must prepare your business for sale by enhancing its strengths and addressing its weaknesses. It includes setting a realistic price for your business, preparing a compelling sales memorandum, and marketing your business to potential buyers.

Positioning your business correctly can significantly influence buyers' perceptions and final sale price.

Two people working at a desk in an office.

How to Sell Your SaaS Business in 5 Steps

Selling your SaaS business can be complex, but breaking it down into small steps can make it more approachable.

Here's a step-by-step guide on how to sell your SaaS business:

1. Determine the Worth of your Business

The first step in selling your SaaS business is determining its worth to understand the expected price. You should understand your business's financials, including revenue, profit margins, and growth rates. You can use various factors, such as your customer base (demographics and size), product offering, and market position, to determine the value.

Once you have the data, you can use our valuation calculator to get a fair idea of your company’s valuation.

2. Find a Buyer

Once you've determined the worth of your business, the next step is to find the right buyer. It can be an individual, an interested competitor, or a larger company looking to expand its product offering.

You can search for buyers on your own or hire a seasoned M&A team with us to find the right buyer that fits your needs.

3. Facilitate Due Diligence

Once you finalize a buyer, the buying company will perform due diligence to get an overview of your company and understand if the deal can match their needs. They will look for factors like the reason for sale, marketability of your product or service, and complexity of the business structure, among other things.

In this step, you provide all the documents the buyer’s due diligence team needs, including financial records, operational documents, intellectual property documents (if any), and more.

4. Negotiate a Deal

After the potential buyer is satisfied with the due diligence, you will need to negotiate the terms of the sale, such as the sale price, type of merger, and any specific conditions for the sale. You must understand what you want from the deal and be prepared to negotiate to achieve your desired outcome.

If you’ve not negotiated a sale of a company before, consider hiring an expert M&A lawyer. They have years of experience selling various types of businesses and can negotiate terms according to your needs.

5. Transfer Ownership

Once you have negotiated and agreed upon the deal, the next step is to transfer ownership of your business. You must hand over the business's assets, including intellectual property, customer contracts, and employee agreements, to the buyer.

Business professionals engaged in a discussion with documents and mobile device.

Challenges When Selling Your SaaS Business (and How to Avoid Them)

Selling a SaaS business can present several challenges. Here are some of the most common ones and tips on how you can avoid them:

1. Handling Objections

Buyers may have objections to cost, integration, or doubts about the product/service's effectiveness. To address these objections, you must conduct in-depth research and provide well-informed responses. You can also back these up with solid evidence, such as case studies, ROI calculations, 409a valuation, and testimonials.

2. Competitive Landscape

The SaaS industry is highly competitive, making it challenging to stand out among competitors. To overcome this, focus on showcasing your SaaS product's unique value (unique selling proposition or USP) and benefits and build confidence in your prospect's mind.

3. Qualified and Unqualified Leads

If you have a high-value SaaS business, you'll likely attract a lot of interest from potential buyers. However, not all prospects will be suitable buyers. That's why you need to separate qualified leads from unqualified ones to have a better chance of finding a perfect buyer.

With the right strategies and resources, you can successfully navigate these challenges and sell your SaaS business at the right price.

Two people working on laptops in an office at night.

Frequently Asked Questions (FAQs)

Let's answer some commonly asked questions about selling your SaaS business.

How Long Will It Take to Sell My Business?

Selling a SaaS business can sometimes take six months to a year (or even more). Factors that affect this timeline may include the selling price, the complexity of the business model, the type of deal, the company's ownership structure, and more.

Why Should You Hire an Advisor to Help Sell Your SaaS Business?

Hiring an advisor when selling your SaaS business can help maximize your valuation, reduce the deal's risk, leverage your network, and allow you to focus on your business. An advisor can provide expert guidance, find suitable buyers, and help ensure a smooth deal.

What Types of Buyers Acquire SaaS Businesses?

The most common types of buyers that acquire SaaS businesses include private equity firms, venture capital firms, angel groups, and other companies in the SaaS space. The type of buyer can depend on factors such as the business's scale, profitability, and growth potential.


Selling your SaaS business can be complex and challenging because of its nuances. However, with the proper preparation, understanding of key metrics, and a strategic approach, you can navigate this journey successfully.

You should focus on improving the business's value before pitching buyers, prepare all the necessary documents, and seek the help of SaaS brokers or M&A experts to help with the sale.

If you’re overwhelmed with the sale process, worry not. Exitwise can help you find the right experts to build your dream team of professionals. Connect with us to start your journey toward a successful business exit today!

Brian Dukes.
Brian Dukes

Brian graduated from Michigan Technological University with a BS in Mechanical Engineering and as Captain of the Men's Basketball Team. After a four-year stint at Deloitte Consulting, Brian returned to school to get his MBA at the University of Michigan. Brian went on to join his first startup, a Ford Motor Company Joint Venture, and cofound a technology and digital marketing services agency. Through those experiences, Brian embraced the opportunity to provide M&A education and support to his fellow business owners as they navigated their own entrepreneurial journeys.

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