Chapter 13: How to sell a webshop

A webshop is one of the easiest businesses to move to a new owner: there is no lease, few or no employees, and most of the operation sits in a platform. That is also why buyers are thorough. They want to see that revenue appears in several sources, that traffic will not disappear with you, and that suppliers, stock and accounts can be taken over without interruption.

This chapter covers the sale from preparation to handover. What the webshop is worth is covered in chapter 14 on valuing a webshop. If you are selling a physical shop with a webshop, chapter 12 applies too.

Preparation: make the figures add up

The most common reason a webshop sale stalls is figures that do not match. The platform shows one revenue figure, the payment provider another and the accounts a third. The differences usually have an explanation — VAT, shipping, returns, gift cards, discounts or marketplace sales — but the buyer needs to see it. Do the reconciliation before you list the business.

Figures from the platform

Export reports from Shopify, WooCommerce or whatever platform you use for at least the last 12 months and preferably 24–36 months, month by month. Buyers typically want to see revenue, number of orders, average order value, return rate, discounts and the share of orders from returning customers. Save the reports as files so they can go in the data room, and be ready to show the figures live in the platform at a meeting.

From revenue to profit

Prepare an income statement showing all costs: cost of goods, shipping and packaging, payment fees, platform and apps, advertising, freelancers, storage and any office costs. Include your own working time, even if you have not paid yourself a salary. The buyer must be able to see what the webshop earns when someone has to do the work you do today. The key figures sheet is a useful template.

Traffic and Google Analytics

Traffic is the webshop’s future revenue. Collect data from Google Analytics and Google Search Console: visits by channel (organic search, paid search, social media, newsletter, direct), conversion rate and the trend over time. If there are large swings, explain them — a campaign, a change in Google’s results, a season. If you have switched analytics tool or changed the setup along the way, say so, so the buyer does not think traffic has fallen.

Suppliers and stock

List your suppliers with terms, lead times and whether there is a written agreement. Exclusive distribution and special prices are valuable, but only if they can be taken over; some agreements are personal or require the supplier’s consent on a change of ownership. Also prepare a stock list with cost price and age, and be honest about items that do not sell. With dropshipping or a third-party warehouse, the agreement with the partner must be transferable.

• Income statement for 12–36 months, month by month, reconciled with the accounts and VAT returns
• Reports from the webshop platform and payment provider for the same period
• Traffic data from Google Analytics and Search Console, split by channel
• Ad spend and results by channel, such as Google Ads and Meta
• Supplier list with agreements and terms
• Stock list with cost price and age
• A list of everything included: domain, platform, theme, code, content, images, social media, customer list and newsletter
• An overview of apps, subscriptions and fixed costs with notice periods
• A description of your own weekly working hours and tasks

The price in brief

Webshops are usually priced on normalised profit multiplied by a multiple, with revenue as a cross-check. The multiple depends on how secure the earnings are: steady organic traffic, an own brand, repeat customers and an operation that does not depend on you push it up; reliance on paid ads, one supplier or one marketplace pulls it down. Stock is often settled separately. The full method is in chapter 14, and you can work with your own figures in Sitavo’s valuation tool.

What buyers check

An experienced buyer will reconcile your figures against the sources and try to understand why customers buy. Prepare for these questions:

Give the buyer read-only access to the analytics tool and the platform instead of screenshots once an NDA has been signed. Screenshots can be edited; direct access builds trust and saves questions. Remove or anonymise personal data about customers before sharing exports in the data room.

The listing and a discreet process

Many webshop owners do not want to reveal the domain until the buyer is serious: competitors can copy the range and keywords, and suppliers can become uneasy. Write a listing that describes the niche, the figures and what is included, without name and domain. On Sitavo you can create the listing as discreet and share the domain, figures and access with buyers who have signed an NDA. See chapter 5 on sales material and chapter 7 on confidentiality.

The handover: accounts, platform and agreements

Most webshops are sold as an asset deal. Everything included must be on an asset list in the purchase agreement and transferred item by item. If the webshop is run in its own company, the company can be sold instead, so accounts and agreements stay in the company — but the buyer then also takes over the company’s past. The difference is explained in chapter 4 on asset or share sales.

Domain

The domain must be transferred to the buyer as the new registrant. For .dk domains this is done through Punktum dk or your registrar; other extensions are transferred at the registrar. Transfer the domain on the takeover date, after payment has been received, and make sure DNS, email and any subdomains still point correctly.

Platform, theme and apps

Shopify has a feature for transferring store ownership to another person. With WooCommerce, the hosting, database and WordPress installation are transferred, and licences for paid plugins and themes must either be transferred or bought again. List all apps and services with login, payer and notice period, and agree who pays what until the takeover date.

Payment provider, ad and analytics accounts

The payment solution is tied to a business and a bank account and usually has to be set up by the buyer. Google Analytics, Search Console and a Google Business profile can be handed over by giving the buyer admin access and then removing your own. Ad accounts, social media and marketplace accounts each have their own rules; some cannot change owner, and the buyer has to create new ones. Clarify this early so revenue does not drop during the transition.

Supplier agreements and stock

Agreements with suppliers, warehouses and carriers are transferred with the other party’s consent where the agreement requires it. Stock is counted on the takeover date and usually settled at cost price from a list. Agree what happens to goods ordered but not yet delivered, and to orders paid before the takeover but shipped after.

Customer data and GDPR

The customer list and newsletter subscribers are often a large part of the value, but personal data cannot simply be sold. There must be a lawful basis for transferring it, customers should as a rule be told about the new data controller, and marketing consents were given to you as the sender. Have an adviser assess the basis before the customer list is included in the price, and never share customer data with a buyer before the takeover.

The transition period

Agree how long you will help the buyer after the takeover and what the help covers: introductions to suppliers, training in the platform, customer service and advertising. Put it in the purchase agreement as a number of hours or weeks. A short, well-defined transition is better for both sides than an open promise to «help out». See chapter 11 on the handover.

Common pitfalls

• Profit before advertising: A profit that only exists before ad spend is deducted is not a profit. Show the figures after all costs.
• The owner’s work is free in the accounts: The buyer will have to pay someone to do what you do. Include a salary.
• Traffic tied to you: If traffic comes from your personal social media profile, it will not necessarily follow the business.
• Accounts that cannot be transferred: Find out before the sale, not on the takeover date.
• Slow-moving stock in the price: Items that do not sell should not be settled at full cost price.
• Customer data without a basis: A customer list that cannot lawfully be transferred cannot be part of the price.
• Changes during the sale: Do not cut advertising or purchasing while the webshop is for sale — it shows up in the figures the buyer sees.

Once the figures and the asset list are ready, you can create the listing and see what is on the market among webshops for sale and on Sell a business. If you want help with the sale, you can find a business broker or an accountant and lawyer among Sitavo’s advisers.