Sell My SEO, SMM, PPC Agency – AI-Powered Brokerage & Valuation

Q: How long does it take to sell an agency?

Most sales complete in 3–6 months from preparation to close, depending on size, retention/margin quality, buyer fit, and data‑room readiness.

Q: How much is my agency worth?

Valuation is typically a multiple of annual net profit (SDE) adjusted for growth, retainer share, client retention/churn, margins, client concentration, contract assignability, and risk. We produce a defensible range using AI‑assisted comps and sensitivities.

Q: What documents do I need for due diligence?

Clean financials; revenue by client and service; client list with tenure/fees; MSAs/SOWs; NDAs; non‑compete/non‑solicit; SOPs; platform access (Google Ads MCC, Meta BM, GA4/Search Console); vendor/contractor agreements.

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Confidential

AI-assisted comps

Data-room ready

Clear terms

How Much Is My Agency Worth?

Short answer: Valuation ≈ Annual Net Profit (SDE) × market multiple, adjusted for growth, client retention and tenure, recurring retainer share, delivery margin, client/channel concentration, contract assignability, and IP/process maturity.

Valuation, in brief (5 steps)

Choose method: SDE multiple for most agencies; EBITDA for larger, systemised firms.
Normalise metrics: monthly revenue by service (SEO/SMM/PPC), retainer vs project mix, delivery costs, owner pay & add‑backs.
Benchmark with comps: size band, growth, retention/churn, GEO served, niche/vertical, sales pipeline and win rates.
Adjust for risk: client concentration, contract assignability, non‑compete/non‑solicit scope, staff/contractor dependency.
Run scenarios: base / upside / de‑risked (e.g., retainer share ↑, margin ↑, concentration ↓) to set a defensible range.

Agency Valuation Multiples in 2025 (Indicative)

Ranges vary by size, quality, and buyer type. Treat these as directional bands, not guarantees.

Profile	Basis	Indicative Range*
Owner‑operated, <$500k annual profit	SDE multiple	~2.0×–3.5× SDE
$500k–$2m annual profit, steady growth	SDE multiple	~3.0×–4.5× SDE
$2m+ EBITDA, systemised operation	EBITDA multiple	~4.0×–6.0× EBITDA

*Illustrative bands only; actual outcomes depend on growth, retention, margins, risk, buyer type, and market conditions.

How We Value Agencies: Retainers, Churn, Utilisation, Margins

Driver	Strong Signal	Effect on Multiple
Revenue Growth	Consistent QoQ growth with pipeline coverage & win rates	Higher (durability of growth)
Retention / Recurring	Retainer share ≥ 70%; client retention ≥ 85% YoY	Higher (predictable revenue)
Unit Economics	Billable utilisation & realisation strong; CAC payback < 6 months	Higher (efficient acquisition & delivery)
Gross Margin	≥ 50% after delivery/contractor costs (ex‑ad spend)	Higher (profit potential)
Concentration Risk	No client > 15% revenue; diversified services & sectors	Higher (lower revenue risk)
Contracts & IP	Assignable MSAs/SOWs; documented SOPs; brand & IP ownership	Higher (smoother diligence)

SDE vs EBITDA for Agencies: Which One Matters?

Smaller, owner‑operated agencies are commonly priced on SDE (profit + reasonable owner compensation + normalised add‑backs). Larger, systemised firms trend to EBITDA. We compute both and align to the likely buyer pool.

How our AI model improves the valuation

Maps your metrics to live agency comps (size, retainer %, niche, GEO, growth, margins).
Runs sensitivity on retainer share, delivery margin, churn, and concentration to show multiple uplift.
Ranks buyer fit (strategic vs financial) to indicate likely price/structure scenarios.

Example (illustrative): Net profit $600k; 25% YoY growth; 72% revenue on retainers; 54% gross margin; top client 12%; CAC payback 5 months → AI comps produce a defensible range and show how +5 pts margin or −1 client concentration point shifts the range upward.

What to prepare (faster valuation)

Last 24 months P&L + balance sheet; revenue by service (SEO/SMM/PPC) and by client; retainer vs project split.
Client list with fees, tenure, sector, renewal dates, and churn reasons; pipeline and win‑rate reports.
Deliverability & performance exports: Google Ads MCC, Meta Business Manager, GA4/Search Console reports.
Top 20 clients with % of revenue; channel/platform dependence notes; subcontractor/vendor agreements.
Contracts/IP checklist: MSAs/SOWs (assignability), NDAs, non‑competes/non‑solicits, trademarks, SOPs.

Quick answers:

Are agencies valued on revenue or profit? Mostly profit (SDE). EBITDA multiples apply to larger, systemised firms.

Do project revenues hurt value? Heavy project mix adds volatility. Buyers prefer high retainer share and documented renewals.

What improves my multiple fastest? Increase retainer %, improve delivery margin/utilisation, reduce client concentration, and tighten assignable contracts/SOPs.

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How Long Does an Agency Exit Take? (Typical 3–6 Month Timeline)

Phase	Weeks	What Happens
Preparation	2–4	Normalise financials & KPIs; assemble docs; create CIM; data room setup.
Outreach & IOIs	2–4	Targeted buyer list; NDAs; teaser/CIM distribution; initial Q&A (niche & GEO fit).
LOIs & Negotiation	2–3	Term negotiation (price, structure, earn‑out); select preferred LOI.
Due Diligence	4–8	Financial, legal, operational; client calls; confirmatory checks.
Closing & Handover	1–2	Legals, funds flow, contract assignments, tools/account transfers; transition plan.

Timelines vary by deal size, data quality, and buyer type. Clean books, assignable contracts, and a complete data room compress time‑to‑close.

Agency Sale Process (Step-by-Step)

Preparation: normalise financials, verify KPIs (retainer %, churn, utilisation, margin), review contracts, IP, licences.
Packaging: CIM/teaser, KPI deck, and secure data room.
Buyer Outreach: confidential, thesis‑based approach to qualified buyers; NDAs first.
Offers & Negotiation: manage Q&A; align on price & structure.
Due Diligence: coordinate financial, legal, and operational diligence.

IOI vs LOI: What’s the Difference?

IOI (Indication of Interest) is a non‑binding price range and high‑level terms used to shortlist buyers. LOI (Letter of Intent) sets a specific price/structure, exclusivity period, and key conditions; it is still largely non‑binding except for exclusivity, confidentiality, and certain clauses.

Closing & Handover

Post‑LOI, definitive agreements are drafted (SPA/APA), schedules completed, working‑capital and WIP/retainer mechanics finalised, funds‑flow and escrow arranged, and client contracts/tools (Google Ads MCC, Meta BM, GA4/Search Console, Slack/Asana) transferred. A clear transition plan reduces post‑close risk.

Due-Diligence Checklist & Data-Room Index

Financials: last 24–36 months P&L/BS/CF; revenue by service & by client; retainer vs project bridge.
KPI Pack: client retention/churn, utilisation & realisation, gross margin, pipeline & win rates.
Legal: MSAs/SOWs (assignability), NDAs, non‑compete/non‑solicit, IP ownership, trademarks.
Tech/Access: Google Ads MCC, Meta Business Manager, GA4/Tag Manager, Search Console, reporting stacks.
Commercial: top 25 clients, % revenue, tenure, pricing/rate cards, case studies, referrals.
HR/Operations: org chart, key roles, contractor agreements, SOPs, training & QA frameworks.

Deal Structures & Terms

Element	What it is	Pros	Considerations
Asset vs Share	What the buyer purchases	Asset: cleaner; Share: simpler continuity	Tax impact; liabilities; contract assignment; licences/tools access
Earn‑out	Deferred, performance‑linked	Bridges valuation gaps	Metrics definitions (retention, gross profit); control; reporting
Seller Note	Vendor financing	Faster close, better price	Interest, security, covenant terms
Escrow/Holdback	Funds reserved post‑close	Protects against surprises	Duration, claims process

Working Capital & WIP/Prepaid Retainers

Expect a normalised working‑capital target at close. For agencies, prepaid retainers, WIP on projects, pass‑through ad spend, and accrued bonuses/commissions require clear treatment to avoid double‑counting or cash shortfalls. Define mechanics in the LOI.

Taxes & Legal Basics

Jurisdictions: tax outcomes differ (US/UK/EU). Obtain specialist advice early.
IP & Assignability: ensure chain‑of‑title for creative/content, assignable MSAs/SOWs, trademark ownership.
Data & Privacy: GDPR/CCPA, DPAs with clients, platform policies (Google/Meta) and disclosure rules.
Non‑compete/Non‑solicit: scope, duration, and geography matter for staff and clients.

This is not tax or legal advice. Engage qualified advisers in your jurisdiction.

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Who Buys Agencies?

Strategic Buyers: larger agencies/consultancies seeking geography/vertical expansion, cross‑sell, and delivery synergies.
Financial Buyers (PE/Roll‑ups): disciplined underwriting; platform + add‑ons; focus on recurring retainers and margin expansion.
Search Funds/Entrepreneurial Acquirers: operator‑led transitions aiming to professionalise sales, delivery, and SOPs.

Broker Fees vs DIY

Path	Typical Cost	What You Get	When It Fits
Brokered	Commission (tiered) + minimal upfront	Packaging, buyer network, negotiation, DD coordination, contract/assignability checks	Limited time, larger buyer pool, price protection
DIY	Low fees; high time cost	You run outreach, Q&A, negotiation, legals, KPI verification	Very small deals; existing buyer already sourced

Best Time to Sell an Agency

Sell into momentum: clean books, rising retainer share, stable delivery margins, low churn, and a healthy pipeline. If metrics are soft, a 3–6 month tune‑up (utilisation, SOPs, pricing, concentration) can lift multiples.

Online Business Brokerage Services

Agency Sale Brokerage & Exit Advisory

We guide agency founders through the full sale — from financials and KPIs to targeted buyer outreach and closing. Commission‑based; aligned with your outcome.

Agency Valuation & Exit Planning

Get an AI‑powered, confidential valuation within 24 hours and a focused plan to lift multiples (retainer %, pricing, utilisation, SOPs).

Buy‑Side Advisory & Acquisition Search

For investors and acquirers: retained search, thesis‑matched agency deal flow, modelling and diligence support to reduce risk and speed to close.

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Case Studies (Anonymised)

Profile	Size	Outcome	Structure	Time to LOI
SEO boutique agency	$350k annual profit	~3.2× SDE range	Cash + 12‑mo earn‑out	6 weeks
PPC & SMM multi‑service agency	$1.1m annual profit	~4.0× SDE range	Cash + seller note	8 weeks
Local SEO/SEM agency	$220k annual profit	~2.7× SDE range	Asset purchase	5 weeks

Illustrative examples; actual outcomes depend on metrics, risk, structure and market conditions.

About Our AI-Native Brokerage

We specialise in online services M&A with AI‑assisted valuation models, buyer matching, and data‑room standards that speed diligence and protect price. Work is confidential, document‑first, and founder‑friendly.

Partnership Programme

Advisers, accountants, and operators can refer founders ready to exit. Earn partner fees while we deliver valuation, packaging, and deal execution.

Learn more about partnerships

FAQs – Selling an Agency

How long does it take to sell an agency?

Most sales complete in 3–6 months from preparation to close, depending on size, retention/margin quality, buyer fit, and data‑room readiness. See the sale process.

How much is my agency worth?

Valuation is typically a multiple of annual net profit (SDE), adjusted for growth, retainer share, client retention/churn, margins, client concentration, contract assignability, and risk. We produce a defensible range using AI‑assisted comps and sensitivities.

How do you value an agency (methodology)?

We use AI‑assisted market comps plus metric drivers (retainer %, utilisation/realisation, churn, pricing power, margin, concentration) to produce a range with sensitivities. Details in How Valuation Works.

What documents do I need for due diligence?

Clean financials; revenue by client & service; client list with tenure/fees; MSAs/SOWs; NDAs; non‑compete/non‑solicit; SOPs; case studies; platform access (Google Ads MCC, Meta BM, GA4/Search Console); vendor/contractor agreements. See process and value‑maximising prep.

How are revenue and KPIs verified?

Via accounting exports and bank statements, platform dashboards (Google Ads, Meta, GA4), CRM/pipeline reports, and margin analyses, reconciled against invoices and contracts.

Do I need audited financials?

Not always. Accurate, verifiable books with reconciled revenue and consistent KPI reporting are usually sufficient for SMB/mid‑market; larger deals may request reviews or audits.

What are typical business broker fees?

Success‑based commission (sliding by deal size) is standard. Some brokers charge optional upfront fees for valuation/exit‑readiness deliverables that reduce time‑to‑close.

How do you keep the sale confidential?

NDA‑gated data rooms, anonymised teasers, and targeted outreach to vetted buyers only. Identities and sensitive data are disclosed in stages.

What deal structures are common (cash vs earn‑out)?

A mix of cash at close plus earn‑out or deferred elements tied to retention/gross profit milestones is common; structure depends on risk, growth, and buyer type.

Asset sale vs share sale — what’s the difference?

Asset sales transfer selected assets and liabilities; share sales transfer the company as a whole. Outcomes vary by tax, liability, and continuity. Seek professional advice.

How are IP and accounts transferred?

Through an agreed handover plan: contract assignments, trademarks, domains, Google Ads MCC/Meta BM/GA4/Search Console access, reporting stacks, and SOPs — sequenced to avoid downtime.

What support am I expected to provide after closing?

Typically a short transition and knowledge transfer period (weeks to months) defined in the APA/SPA; may include client introductions, pricing handover, and training.

How can I increase my valuation before going to market?

Grow retainer share, improve utilisation & margin, reduce concentration, document SOPs, and ensure contracts are assignable. Even small margin or retention gains can move your multiple. See value maximisation.

Should I fix issues first or sell as‑is?

Fix high‑ROI items (data quality, assignability, pricing gaps, risky contracts) before launching; large rebuilds rarely pay back pre‑sale. We’ll model the valuation impact either way.