How to Sell a SaaS Company: Valuation, Buyers and Timeline

December 14, 2023 • 14 min read
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How to sell a SaaS company in four steps: prepare clean books and metrics, value the business as a multiple of revenue or profit, find a buyer through a marketplace, broker or M&A advisor, then close through a letter of intent, due diligence and signing
Nathan Latka
Nathan Latka

To sell a SaaS company, you prepare clean financials and metrics, value the business as a multiple of its profit or revenue, and find a buyer through a marketplace such as Acquire.com, a broker or an M&A advisor. You then sign a letter of intent, pass the buyer’s due diligence and close with an asset or stock purchase agreement.

Small, profitable SaaS companies usually sell on a marketplace or through a broker, priced as a multiple of profit. Larger companies more often hire an M&A advisor to run a process with private equity and strategic buyers, priced as a multiple of revenue.

Key Takeaways

  • Acquire.com reports that SaaS businesses sold on its marketplace at a median profit multiple of 3.9x in both 2024 and 2025, mostly in deals under $10 million.
  • Larger SaaS deals are priced on revenue: Aventis Advisors counts a median of 4.5x enterprise value to revenue across 543 disclosed SaaS deals from 2015 to 2026.
  • Acquire.com reports an average of 81 days on market for its 2024-2025 deals, while FE International says most SaaS sales take 8-16 months from the decision to sell to cash in the bank.
  • Sell-side fees on the October 2026 pricing pages run from 6-8% of the price at Acquire.com and 3-5% at FE International, and Empire Flippers’ calculator shows 12.9% on a $1 million sale.
  • For qualified small business stock acquired after July 4, 2025, the federal tax exclusion is 50% after three years, 75% after four and 100% after five, capped per company at the greater of $15 million or 10 times basis under Section 1202.

How to sell a SaaS company, step by step

  1. Decide why you are selling and what you need. All cash and a clean exit, a partial sale, or staying on under a bigger owner lead to different buyers and different deal structures.
  2. Get the numbers buyers check. Twelve months of revenue and profit (TTM), monthly recurring revenue, churn and retention, growth rate, gross margin and customer concentration, all reconciled to your accounting. Put them, with contracts and code ownership, in a data room.
  3. Value the business. Small SaaS companies are usually priced on profit, larger ones on revenue. The next section has the benchmarks.
  4. Choose how to sell. A marketplace, a broker or an M&A advisor. The choice sets your fee, your workload and which buyers see the deal.
  5. Market the company and screen buyers. Share details under an NDA, ask for proof of funds, and talk to buyers before you take an offer.
  6. Sign a letter of intent (LOI). It sets the price, the structure (cash, earn-out, holdback or seller financing), the exclusivity period and the due diligence timeline.
  7. Get through due diligence and close. The buyer checks your financials, contracts, code and legal position. You sign an asset or stock purchase agreement, the money moves through escrow, and you hand over the business.

How much is a SaaS company worth?

A SaaS company is worth a multiple of what it earns, and which number gets multiplied depends on size. Buyers of small, profitable SaaS businesses mostly pay a multiple of annual profit. Buyers of larger companies, especially fast-growing ones, pay a multiple of revenue or ARR. Don’t compare one kind of multiple with the other.

SourceWhat it measuresFigure
Acquire.com, Jan 2026 reportProfit multiple, SaaS sold on its marketplace in 2024 and 2025, mostly under $10MMedian 3.9x profit
Acquire.com, Mar 2026 webinar136+ deals that reported their multiples, 2025Mostly 3x-5x net income
Aventis Advisors, Aug 2026EV to revenue, 543 disclosed SaaS deals, 2015-2026 (median deal $80M)Median 4.5x revenue
SaaS Capital, Jan 2025Modelled ARR multiple for private SaaS, from its survey of 1,500+ companies4.8x bootstrapped, 5.3x equity-backed
SEG 2026 Annual SaaS ReportPublic SaaS index, EV to TTM revenue, 4Q25Median 4.8x revenue
SaaS valuation benchmarks by source. Profit and revenue multiples measure different things and are not comparable. Checked October 15, 2026.

Size moves the multiple more than most founders expect. Aventis calls deal size “the single strongest predictor of valuation” in its data, and the deals it counts are far larger than a typical bootstrapped company. For a business with a few hundred thousand to a few million dollars of profit, Acquire.com’s profit multiples are the closer benchmark.

Savneet Singh, CEO of PAR Technology, which has bought software companies, gives founders the same warning:

If you’re building your company to be sold, you should go in assuming that you’re going to get the median multiple at best. You don’t go in assuming you’re 10 or 20 or 30.

Savneet Singh, CEO, PAR Technology. Watch at 15:10

Watch Savneet Singh’s full talk, with transcript.

Within a size band, buyers pay more for faster growth, high net revenue retention, low churn, healthy margins and a business that runs without its founder. Many use the Rule of 40: growth rate plus profit margin should add up to at least 40%. Pricing matters too. Acquire.com says that a listing priced at fair market value draws serious interest from about 60% of its active buyers, against about 30% when it is priced 5-10% above market.

For a first estimate, try our SaaS valuation calculator, and read our guide to SaaS multiples for how public and private multiples have moved.

Where to sell: marketplace, broker or M&A advisor

Most founders sell through one of three routes. The fees below are what each firm publishes, as of October 2026; confirm them before you sign an engagement letter.

RouteHow it worksPublished seller fee
Marketplace (Acquire.com)You list the company and run the sale yourself; buyers approach you8% under $250K, 7% from $250K to $1M, 6% above $1M, plus a $25-$100 monthly listing fee
Broker (FE International)An adviser values, markets and negotiates the sale for youSuccess fee of 5% under $250K, 4% from $250K to $1M, 3% above $1M
Broker marketplace (Empire Flippers)A vetted listing on its marketplace, with brokers handling buyersBlended commission: $10,000 up to $66,667, then tiers of 15%, 8% and 2.5%; $129,000 on a $1M sale
M&A advisor or investment bankA run process aimed at private equity and strategic buyers, usually for larger companiesUsually a success fee; no standard published schedule
Sell-side routes and the fees each firm publishes on its own pricing page, read October 15, 2026.

A marketplace is the cheapest route if you can run the process yourself. A broker or advisor earns its fee when it brings more buyers into the process, keeps diligence on schedule and negotiates terms you would not have known to ask for.

Who buys SaaS companies?

Three kinds of buyer account for most SaaS acquisitions:

  • Private equity firms, from large funds to small “micro PE” groups, which buy profitable businesses and often bolt them onto a platform company.
  • Strategic buyers: software companies buying a product, customers or a team that fits their own.
  • Individuals and holding companies: operators and former founders buying their first or next business, common in smaller marketplace deals.

Software Equity Group counted 2,698 SaaS M&A deals in 2025, the most on record. Private equity buyers were involved in nearly 58% of them, strategic buyers accounted for 48%, and buyers with any strategic angle, including PE-backed platforms, made up about 92%. The shares add up to more than 100%, so some deals count in more than one group. For a list of active acquirers, see our guide to the firms that buy SaaS companies.

Long lists of possible buyers shrink fast once a process starts. Joe Hyrkin, CEO of Issuu, describes what happens:

Many of the strategics that you think are going to buy you have something else going on. Either they’re trying to get sold themselves, if they’re private, they might be buying something else, they may have just let someone go that’s important. All kinds of things happen. Most companies, when they get acquired, there’s one to three that really come to the table.

Joe Hyrkin, CEO, Issuu. Watch at 21:11

Asset sale or stock sale?

In an asset sale, the buyer purchases chosen assets (the code, domain, customer contracts and brand) under an asset purchase agreement and leaves most liabilities with your company. In a stock sale, the buyer purchases your shares under a stock purchase agreement and takes on the whole company, liabilities included.

Buyers usually prefer an asset sale because it limits what they inherit. Sellers often prefer a stock sale, partly for tax.

The tax difference can be large if your company is a C corporation. Section 1202 excludes gain from the sale of qualified small business stock (QSBS) from federal income tax. For stock acquired on or before July 4, 2025, the full exclusion needs a holding period of more than five years and is capped at the greater of $10 million or 10 times your basis. For stock acquired after that date, the exclusion is 50% after three years, 75% after four and 100% after five, with a cap of the greater of $15 million or 10 times your basis. Because the exclusion applies to the sale of stock, structure matters. Check your position with a tax adviser before you agree a structure in the LOI.

Earn-outs, holdbacks and staying on after the sale

The headline price is only part of the deal. Three terms decide how much of it you receive, and when:

  • Earn-out: part of the price is paid later, only if the business hits agreed targets.
  • Holdback or escrow: part of the price is held back for a set period to cover claims under the purchase agreement.
  • Transition or employment: you agree to stay on for a period, sometimes with stock that vests over time.

Expect to be offered some of these terms. Aventis expects smaller SaaS targets to trade “with tighter diligence and more earnout structures”. Each of these terms is negotiable, so decide before the LOI which ones you will accept.

Equity can be part of the price too. Bridget Harris, co-founder and CEO of YouCanBookMe (about $5M ARR in March 2023, per GetLatka), sold the bootstrapped company to Capacity for half cash and half Capacity equity. She told Founderpath that being bootstrapped made a hybrid offer easier for her and her co-founder to accept, and that meeting the buyer face to face shortened due diligence:

So it’s fifty fifty, 50 cash, 50 equity. And that’s what we were happy with.

Bridget Harris, Co-founder and CEO, YouCanBookMe. Watch at 25:23

How long does it take to sell a SaaS company?

A small SaaS company sold on a marketplace can close in about three months from listing. An advisor-led sale of a larger company usually takes six months to over a year. The published figures measure different clocks:

  • Acquire.com reports an average of 81 days on market for its 2024-2025 deals, with most completing within 90 days. Its March 2026 webinar recap says well-priced deals regularly close in 30 days or fewer.
  • Empire Flippers shows an average sale duration of 130 days across all the online businesses it has sold, not only SaaS.
  • FE International says most SaaS businesses take eight to sixteen months to sell, counted from the day a founder decides to exit to the day the money lands.
How long a SaaS sale takes: 30 days or less for well-priced Acquire.com deals, an 81-day Acquire.com average, a 130-day Empire Flippers average across all online businesses, and 8-16 months from decision to cash per FE International
How long a SaaS sale takes, by source. Sources: Acquire.com Jan 2026 report and Mar 2026 webinar; Empire Flippers scoreboard, Oct 2026; FE International, Sep 2026

Deals fall apart after the LOI for familiar reasons: diligence finds something the seller didn’t disclose, the numbers don’t reconcile, or the process drags until the buyer’s plans change. Clean books, a data room ready before you list, and an agreed diligence schedule remove most of that risk.

Okan Inaltay, an investment banker at GP Bullhound, names the problems that surface after an LOI:

After an LOI you just realize, kind of, maybe the IP wasn’t done correctly with the legals, or the taxation rules weren’t correctly followed in the US, what have you, can delay or significantly impact the outcome of the transaction.

Okan Inaltay, Director, Investment Banking, GP Bullhound. Watch at 10:29

Watch Okan Inaltay’s full talk, with transcript.

Not ready to sell?

Some founders start a sale process because they need cash to grow or want to take some risk off the table, not because they want to leave. If you’d rather keep ownership, you can fund growth without selling equity.

Founderpath provides non-dilutive capital for B2B SaaS companies with at least $10K MRR. There’s no equity, no warrants, no board seats and no full personal guarantee: Founderpath takes a lien on business assets only. Connect your billing, banking and accounting data, and most founders see funds within 24-48 hours.

Check what you qualify for. It takes less than 5 minutes.

Frequently asked questions

How do I sell my SaaS company?

Prepare clean financials and SaaS metrics, value the business as a multiple of profit or revenue, choose a marketplace, broker or M&A advisor, screen buyers, sign a letter of intent, complete the buyer’s due diligence and close with an asset or stock purchase agreement.

How much do SaaS businesses sell for?

Small SaaS businesses usually sell for a multiple of annual profit: Acquire.com reports a median of 3.9x for SaaS sold on its marketplace in 2024 and 2025. Larger companies are priced on revenue: Aventis Advisors counts a median of 4.5x revenue across 543 disclosed SaaS deals from 2015 to 2026.

How long does it take to sell a SaaS company?

Acquire.com reports an average of 81 days on market for its 2024-2025 deals. FE International says most SaaS sales take eight to sixteen months from the decision to sell to the money arriving, a clock that starts earlier than Acquire.com’s and runs longer for larger deals.

Where can I sell my SaaS company?

On a marketplace such as Acquire.com or Flippa, through a broker such as FE International or Empire Flippers, or through an M&A advisor that runs a process with private equity and strategic buyers. Smaller companies usually use a marketplace or broker; larger ones an advisor.

How much does it cost to sell a SaaS business?

As of October 2026, Acquire.com charges sellers a 6-8% closing fee plus a monthly listing fee, FE International a 3-5% success fee, and Empire Flippers a blended commission that comes to $129,000 on a $1 million sale. Legal and tax advice cost extra.

Is it better to sell SaaS as an asset sale or a stock sale?

Buyers usually prefer an asset sale because it limits the liabilities they take on. Sellers often prefer a stock sale, which can qualify for the QSBS federal tax exclusion if the company is a C corporation and the stock meets Section 1202’s rules. Ask a tax adviser before you agree a structure.

Should I sell my SaaS company?

Sell if the price and terms beat what you expect to earn by keeping the company, or if you want to move on. If you mainly need capital to grow, non-dilutive funding lets you keep ownership instead.

What is the Rule of 40 in SaaS?

The Rule of 40 says a SaaS company’s revenue growth rate plus its profit margin should add up to at least 40%. Buyers use it as a quick check of whether growth and profitability are in balance.

Sources and method

We checked every figure in this guide on October 15, 2026, against the publisher’s own page. Acquire.com, FE International, Empire Flippers, Software Equity Group and Aventis Advisors sell M&A services, so their figures are their own data. Earlier versions of this post recapped a 2023 AMA with Acquire.com founder Andrew Gazdecki. We found no recording or published source for its estimates, so we removed them. Quotes come from talks in Founderpath’s resource library, linked at each quote. Sources:

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