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Start earlier than feels necessary

Deals rarely fall apart over the headline multiple. They fall apart in week three of diligence, when something the seller never thought about turns into a discount, an escrow, or a withdrawal.

Almost everything below takes weeks of calendar time to fix and cannot be fixed retroactively once a buyer is already reading your data room. Three to six months of lead time is the difference between fixing a problem and disclosing one.

1. Make revenue verifiable, not just true

Your revenue is probably real. The question is whether a stranger can confirm it in an afternoon.

Connect the accounting system, the payment processor and the bank. Expect the processor to sit below booked revenue — that is normal, it only sees its own channel. What you are looking for is anything that cannot be explained: deposits below booked revenue, a month that does not reconcile, revenue recognised against invoices that were never collected.

Find those yourself. A discrepancy you surface and explain is an accounting quirk; the same discrepancy found by a buyer's advisor is a reason to re-trade the price.

2. Look at concentration honestly

Pull the share of revenue from your top customer, top five, and top ten. Do the same for acquisition: what fraction of signups come from one channel, one keyword, one referral partner, one app marketplace?

Concentration is not automatically fatal, but undisclosed concentration is. If one customer is eighteen percent of ARR, a buyer will find it, and the conversation is far better when you raised it first with a retention history and a renewal already signed.

3. Separate yourself from the product

Key-person risk is the most commonly underestimated discount in small-cap software. Be specific about what only you can currently do: deploys, the one gnarly integration, the enterprise relationships, support escalations, the undocumented release ritual.

Then remove yourself from as many as possible. Write the runbook. Give a second person deploy rights and have them actually deploy. Move relationships onto a shared inbox. Each item you move off that list is a real reduction in what a buyer has to underwrite.

4. Reduce transfer complexity

A profitable asset that takes six months and a rebuild to hand over is worth materially less than the same asset that transfers in a fortnight. Inventory everything that is in your personal name or tied to you: domains, DNS, cloud accounts, the app store listing, payment processing, the code host, third-party API keys, the SSL certificates nobody has thought about since 2021.

Anything registered to a personal email is a transfer problem. Move it to role accounts on a company domain now, while it is an afternoon of admin rather than a closing condition.

5. Make the code legible

You are not expected to refactor the product before a sale, and you should not try. What matters is that a technical buyer can form an accurate picture quickly: dependencies that are maintained rather than abandoned, a test suite that runs, a README that gets a new developer to a running environment, and no secrets in the repository history.

Undocumented is indistinguishable from fragile to someone reading it for the first time under time pressure.

6. Get compliance posture ahead of the question

If you sell to businesses, someone will eventually send a security questionnaire. Knowing where you stand against SOC 2 or GDPR — and having a remediation plan for the gaps — converts a stalling objection into a scheduled piece of work.

You do not need to be certified to benefit. You need to not be surprised.

7. Write the claims down, then test them

Finally, write out the assertions your asking price depends on: ARR, growth, churn, hours per week, how the product is marketed, what happens if you disappear. Then check each one against evidence a buyer could independently verify.

Every claim you can substantiate before going to market is one that will not be re-traded later. Every one you cannot is either a gap to close now, or something to disclose on your own terms rather than theirs.

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