Sell My Web Development Agency – AI-Powered Brokerage & Valuation

Planning an exit? Get a data-driven valuation, a buyer-ready package, and a confidential process designed for web and software service agencies.

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How Much Is My Web Development Agency Worth?

Short answer: Valuation ≈ SDE/EBITDA × market multiple, adjusted for growth, client concentration, revenue mix (retainers vs projects), utilisation, billable rates, gross margin, pipeline/recurring coverage, and IP/contract risk.

Valuation, in brief (5 steps)

  1. Choose method: SDE for owner-led SMB agencies; EBITDA for larger, systemised firms.
  2. Normalise metrics: SDE/EBITDA, delivery margin, utilisation, average billable rate, % recurring retainers.
  3. Benchmark with comps: size band, niche/specialism (e.g., Shopify/WordPress/Headless), client GEO, project size.
  4. Adjust for risk: client/channel concentration, contract assignability, IP ownership, staff dependency/turnover.
  5. Run scenarios: base / upside / de-risked (e.g., retainer uplift, utilisation +5–10%), then set a defensible range.

Agency Valuation Multiples in 2025 (Indicative)

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

ProfileBasisIndicative Range*
Owner‑operated, sub‑$500k profitSDE multiple~2.0×–3.5× SDE
$500k–$2m profit, strong retainersEBITDA/SDE multiple~3.0×–5.0× EBITDA (or SDE)
$2m+ profit, specialised & repeat revenueEBITDA multiple~4.0×–7.0× EBITDA

*Illustrative bands only; actual outcomes depend on growth, margins, utilisation, retainers %, client mix, risk, buyer type, and market conditions.

How We Value Agencies: Recurring %, Utilisation, Margin, Concentration

DriverStrong SignalEffect on Multiple
Revenue Quality≥ 40–60% retainers; low churn; predictable backlogHigher (stability)
Delivery MarginGross margin ≥ 45–55% with tight scope controlHigher (profit leverage)
UtilisationBillable utilisation 70–80%+ with healthy ratesHigher (capacity efficiency)
Client ConcentrationNo client > 15–20% of revenueHigher (lower volatility)
Sales EngineQualified pipeline, inbound SEO, partner referralsHigher (growth durability)
Contracts & IPAssignable MSAs/SOWs; clear IP; non‑solicitsHigher (smoother diligence)

SDE vs EBITDA for Agencies: Which One Matters?

Smaller, founder‑led agencies are typically priced on SDE (profit + owner comp + normalised add‑backs). Larger, team‑run 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 deal/comparable bands (size, niche, recurring %, utilisation, margin).
  • Runs sensitivity on utilisation, rates, and retainer mix to show multiple uplift.
  • Ranks buyer fit (strategic vs financial) to indicate likely price/structure scenarios.
Example (illustrative): SDE $850k; YoY growth 18%; retainers 55%; delivery GM 52%; top client 12%; utilisation 78% → AI comps produce a defensible range and show how +5 pts utilisation or +10% retainers can shift the range upward.

What to prepare (faster valuation)

  • Last 24 months P&L + balance sheet; revenue by client/service; AR ageing; WIP/unbilled schedule.
  • Retainers vs projects split; backlog; win rates; average billable rates; utilisation/time‑sheet exports.
  • Top 20 clients with % revenue; contracts (MSAs/SOWs), renewal terms, termination/assignment clauses.
  • Team/contractor roster, roles, rates, tenure; dependency map; hiring pipeline.
  • IP & deliverables ownership clauses; open claims/disputes; insurance (PI/GL/Cyber).

Quick answers:

Revenue or profit multiple? Mostly SDE/EBITDA for agencies; revenue multiples are uncommon except at significant scale with high‑margin retainers.

What moves multiples fastest? Increase retainer share, raise rates where justified, tighten scope control, reduce top‑client concentration, and document SOPs.

Do certifications/partnerships help? Yes—e.g., official Shopify/Adobe/WP partnerships can expand buyer pool and support higher pricing.

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How Long Does an Agency Exit Take? (Typical 3–5 Month Timeline)

PhaseWeeksWhat Happens
Preparation2–3Normalise financials & KPIs; assemble docs; create CIM; data room setup.
Outreach & IOIs2–3Targeted buyer list; NDAs; teaser/CIM distribution; initial Q&A.
LOIs & Negotiation2–3Term negotiation (price, structure, earn‑out); select preferred LOI.
Due Diligence4–6Financial, legal, operational; client calls; confirmatory checks.
Closing & Handover1–2Legals, funds flow, IP & account transfers; transition plan.
Timelines vary by deal size, data quality, concentration, and buyer type. Clean books and complete contracts compress time‑to‑close.

Agency Sale Process (Step-by-Step)

  1. Preparation: normalise financials, verify KPIs (utilisation, margins), review MSAs/SOWs, IP, licences.
  2. Packaging: CIM/teaser, KPI deck, and secure data room.
  3. Buyer Outreach: confidential, thesis‑based approach to qualified buyers; NDAs first.
  4. Offers & Negotiation: manage Q&A; align on price & structure.
  5. 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 mechanics (including WIP/unbilled and AR ageing) finalised, funds‑flow and escrow arranged, and IP/accounts 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 client/service; AR ageing; WIP/unbilled schedule.
  • KPIs: utilisation/time‑sheets, billable rates, delivery margins, backlog, win rates, pipeline.
  • Legal: incorporation, cap table, MSAs/SOWs (assignability), IP ownership/assignments, contractor agreements, insurances.
  • Operations: org chart, roles/rates, SOPs, project management exports, QA processes, vendor licences.
  • Commercial: top clients, pricing models, renewal terms, references/case studies.
  • Risk: disputes/claims, dependencies (key staff/clients), compliance (data/security).

Deal Structures & Terms

ElementWhat it isProsConsiderations
Asset vs ShareWhat the buyer purchasesAsset: cleaner; Share: simpler continuityTax impact; liabilities; contract assignment; employee transfer
Earn‑outDeferred, performance‑linkedBridges valuation gapsMetrics definitions (revenue/gross margin/client retention); control; reporting
Seller NoteVendor financingFaster close, better priceInterest, security, covenant terms
Escrow/HoldbackFunds reserved post‑closeProtects against surprisesDuration, claims process

Working Capital & WIP/AR Adjustments

Expect a normalised working‑capital target at close. For agencies, WIP/unbilled, milestone billings, retainers in advance, and AR ageing require clear treatment to avoid double‑counting or cash shortfalls. Define mechanics in the LOI.

Who Buys Web Development Agencies?

  • Strategic Buyers: larger agencies/consultancies adding capabilities (e.g., Shopify/Headless/DevOps), geography, or client verticals.
  • Financial Buyers (PE/Roll‑ups): disciplined underwriting, platform + add‑on plays, structured deals.
  • Search Funds/Entrepreneurial Acquirers: operators aiming to professionalise sales, productise services, and improve utilisation.

Broker Fees vs DIY

PathTypical CostWhat You GetWhen It Fits
BrokeredCommission (tiered) + minimal upfrontPackaging, buyer network, negotiation, DD coordination, employment/transfer guidanceLimited time, larger buyer pool, price protection
DIYLow fees; high time costYou run outreach, Q&A, negotiation, legals, diligenceVery small deals; existing buyer already sourced

Best Time to Sell a Web Development Agency

Sell into momentum: clean books, durable growth, strong retainers %, healthy utilisation/rates, stable leadership, and a qualified pipeline. If metrics are soft, a 2–3 month tune‑up (retainer uplift, scope control, rate review, pipeline hygiene) can lift multiples.

Web Development Agency Brokerage Services

Agency Sale Brokerage & Exit Advisory

We guide agency owners through the full sale — from financial/KPI preparation and positioning 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 (retainers %, utilisation, delivery margin, concentration).

Buy‑Side Advisory & Acquisition Search

For investors/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)

ProfileSizeOutcomeStructureTime to LOI
Shopify‑focused dev agency$650k SDE~3.7× SDE rangeCash + 12‑mo earn‑out6 weeks
Headless/Next.js specialist$1.4m EBITDA~4.6× EBITDA rangeCash + seller note8 weeks
WordPress maintenance & care$380k SDE~3.1× SDE rangeAsset purchase5 weeks

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

About Our AI‑Native Brokerage

We specialise in digital 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 owners ready to exit. Earn partner fees while we deliver valuation, packaging, and deal execution.

Learn more about partnerships

FAQs – Selling a Web Development Agency

How long does it take to sell an agency?
Most sales complete in 3–5 months from preparation to close, depending on size, revenue quality (retainers vs projects), concentration, and data‑room readiness. See the sale process.
How much is my agency worth?
Typically a multiple of SDE/EBITDA, adjusted for growth, retainer %, delivery margin, utilisation, client concentration, sales pipeline, and contract/IP quality. We produce a defensible range using AI‑assisted comps and sensitivities.
How do you value an agency (methodology)?
AI‑assisted market comps plus drivers (retainer %, utilisation, margin, rates, backlog, concentration, win rates) 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; AR ageing; WIP/unbilled; MSAs/SOWs with assignability; IP assignments; org chart/roles/rates; utilisation/time‑sheets; SOPs; insurance; dispute log. See process and value‑maximising prep.
How are revenue and margins verified?
Via bookkeeping exports, invoices, bank statements, AR ledgers, and time‑sheet/project tool exports to reconcile delivery margin and utilisation.
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. Client names and sensitive data are disclosed in stages.
What deal structures are common (cash vs earn‑out)?
Common mixes: cash at close plus earn‑out or deferred elements tied to revenue/gross margin or client retention; sometimes seller notes. Structure depends on risk, growth, and buyer type.
Asset sale vs share sale — what’s the difference?
Asset sales transfer selected assets and liabilities (contracts, IP, WIP, staff via transfer); 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: assignment of MSAs/SOWs, IP transfers, domains/Git repos, vendor licences, PM tools, and email accounts — 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, shadowing, and SOP handover.
How can I increase my valuation before going to market?
Lift retainer share, tighten scope & pricing discipline, raise effective rates, improve utilisation, reduce top‑client concentration, and document SOPs. Even small margin/utilisation gains can move your multiple. See value maximisation.
Should I fix issues first or sell as‑is?
Fix high‑ROI items (AR clean‑up, assignability clauses, IP assignments, utilisation tracking) before launching; large restructures rarely pay back pre‑sale. We’ll model the valuation impact either way.