Nine steps, in order, from the first honest conversation with yourself to the week after the wire. Written by a buyer, which means it includes the parts of the process where sellers routinely lose money and nobody warns them.
Highest price, fastest close, best home for the team, or staying involved. You can optimize for one properly and two partly. Everything downstream, including which buyers you contact, follows from this answer, and founders who skip it end up negotiating for something they didn't want.
Mistake to avoid: Starting outreach before you can say which of the four matters most.
Two years of P&L, revenue by customer by month, churn and retention, and gross margin with hosting broken out. Not a deck. A buyer wants the export, not the narrative built on top of it, and the export is what diligence will check anyway.
Mistake to avoid: Presenting adjusted numbers without showing what you adjusted.
Every employee and contractor who touched the code needs a signed assignment to the company. This is the most common late problem in software deals, it takes a week to fix in advance, and a month under time pressure with a buyer watching.
Mistake to avoid: Assuming a contractor invoice implies IP transfer. It doesn't.
Work out your own range from retention, growth and margin before anyone quotes you one. A founder with a defensible number negotiates from a position; a founder without one negotiates from whatever the first buyer says.
Mistake to avoid: Anchoring on a friend's exit multiple from a different year and a different business.
Two to four names, from the categories that actually fit your company. Strategic acquirers, permanent capital, lower middle market funds, marketplaces. Two credible buyers give you comparison; ten give you leaks and exhaustion.
Mistake to avoid: Contacting everyone at once, which guarantees the news travels.
One paragraph: what the product does, who pays for it, ARR, retention, and why you're thinking about a sale. Say the number. Buyers at this size read their own inbound and can tell you within a day whether there's a conversation.
Mistake to avoid: Withholding revenue to force a call. It wastes a week and signals inexperience.
Price, structure, financing condition, closing date, and what's required of you afterwards. All five together. A lower all-cash offer with no conditions is frequently worth more than a higher one with an earnout attached to it.
Mistake to avoid: Comparing headline numbers and discovering the structure at the purchase agreement.
This is where your leverage peaks. Getting a term into the letter is far easier than getting it into the purchase agreement six weeks later. Keep exclusivity as short as diligence realistically needs, and refuse open-ended periods.
Mistake to avoid: Treating the letter as a formality because most of it is non-binding.
One data room, answered fast. In parallel, plan how your team hears it: who tells them, in what order, and what they're told about their jobs. This is the part founders think about least and remember longest.
Mistake to avoid: Leaving the team announcement until the day of the wire.
Every item here is something a buyer will ask for. Having them assembled before the first call is the single highest-return thing you can do, and it removes about three weeks from any process.
Decide what you want from the sale, get your financials and IP chain clean, work out a realistic valuation, shortlist two to four buyers who fit, contact them directly, compare offers on structure as well as price, negotiate the letter of intent carefully, then run diligence. Six to twelve weeks of preparation, then two to six months depending on the route.
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