How to choose an M&A advisor to sell your software company
Choose the advisor who has sold software companies like yours, will run a competitive process and tells you plainly how they are paid. Check sector experience, buyer reach, process, fees and who does the work. Walk away from anyone who promises a price or a closing date.
What should a software founder look for in an M&A advisor?
You will sell this company once. The advisor you hire shapes the buyers who see it, the price you get and how the deal is structured. Choose on evidence, not on charm.
Software experience: recent sales of companies like yours, at your size.
Buyer reach: access to strategic buyers, fund-backed platforms and other relevant buyers, not just one type.
Process: a clear plan for creating competition between buyers.
Fees: a structure you understand, with no surprises.
Who does the work: the people you meet are the people you get.
We are an M&A advisory firm, so check us against the same list.
How do you check an advisor's software experience?
Ask for recent software transactions at your size and in your type of business. Ask which buyers took part and how the advisor handled recurring revenue, churn and net revenue retention. Those are the numbers software buyers care about, and an advisor who cannot talk about them fluently has not done this often.
Ask for references from founders who sold, and then call them. Ask what went wrong, not only what went well. Every deal has a bad week. You want to know how the advisor behaved in it.
How do M&A advisors charge, and what should you ask?
Most advisors charge a success fee at closing, and many add an upfront fee. The details matter more than the headline.
| Fee term | What to ask | Red flag |
|---|---|---|
| Success fee | How is it calculated, and on what value? | A definition of value that is vague or shifts with the deal |
| Upfront fee | Is it credited against the success fee? | A large fee that is never credited |
| Exclusivity | How long is the engagement? | A long lock-in with no way out for poor performance |
| Tail period | What happens if you sell to a buyer after the engagement ends? | A tail that covers buyers the advisor never contacted |
| Expenses | What is billed separately? | Open-ended costs |
We state our fee on the first call. A small upfront fee is credited at closing.
Who will actually do the work?
In some firms, a senior person wins the mandate and a junior team runs it. Ask who writes your materials, who talks to buyers and who sits in the negotiation. Ask how many mandates each person carries.
Ask how technology fits in. At our firm, an AI assistant called Alfred helps with materials, buyer identification and data room preparation, and our people run the conversations. Whatever your advisor uses, you want a clear answer about what is automated and what is not.
What are the red flags?
A promised price or closing date: no one controls the market. We guarantee our method, not the market.
No references: or references who will not talk.
No process: if the advisor cannot describe how they create competition, they will not create it.
Pressure to sign quickly: a sound advisor can wait while you read the agreement.
Vague confidentiality: you should hear the procedure, in specifics.
Only one buyer type: an advisor who only knows funds, or only knows strategic buyers, narrows your options.
How does an M&A advisor differ from a marketplace or a broker?
A listing marketplace puts your company in front of buyers who browse. It can work for smaller companies. For a software company with $5M–$50M in revenue, most owners want a run process: a confidential, managed outreach to selected buyers, with competition between them.
A broker may handle smaller deals, and the lines blur. Our guide to business brokers and M&A advisors sets out the differences.
How does the process run once you hire an advisor?
Knowing the steps helps you judge whether an advisor has a real process. A sound one runs in the following order.
Prepare. The advisor reviews your financials, normalizes earnings and builds the story buyers will read.
Position. They write a confidential teaser and a longer information memorandum, and agree the buyer list with you.
Market. They contact buyers under NDA and run a controlled process so the offers arrive close together.
Negotiate. They compare offers on net proceeds and terms, not only on price, and help you choose.
Close. They manage diligence and the legal work alongside your lawyer and accountant, so you keep running the company.
Ask any advisor to walk you through their version of these steps with a recent deal as the example. Vague answers tell you something.
Why does running the company during the sale matter?
Your software company does not pause while you sell it. If growth slips during the process, buyers notice, and the price follows. A good advisor takes the buyer work off your desk so you can keep closing deals and shipping product.
Ask how much of your time the process will take, and when. A sound answer names the busy weeks, such as management meetings and diligence, and shows you how the advisor handles everything between them.
What should you ask on the first call?
Which software companies like mine have you sold, and when?
Which buyers would you approach, and why?
How do you handle confidentiality with customers and staff?
How are you paid, and what happens if we do not sell?
Who will work on my deal each week?
70% of businesses that go to market never sell. The advisor you pick is one of the biggest factors you control.
Questions founders ask us
Do I need an M&A advisor to sell my software company?
You can sell without one. Most founders have not sold before, and buyers have. An advisor creates competition and manages the process while you run the company. Decide based on your time, your experience and the stakes.
How early should I hire an advisor?
Earlier than most founders expect. We can help you fix issues in your numbers and contracts before buyers see them. A first conversation costs you nothing.
What if I already have a buyer interested?
Good. Keep them. We bring others, and you watch what happens to the price and the terms.
How do I keep a sale confidential from customers and competitors?
We describe your company by code name in a short teaser. Buyers sign an NDA before they see your name, and you approve who sees what.
How long does a sale take, and what does it cost?
A sale takes as long as a careful process takes, and no one controls the buyers. Anyone who names a date on the first call is guessing. We state our fee on the first call. It is paid at closing, and a small upfront fee comes off at the end.
Related reading
How to find the right M&A advisor: what to ask before you hire one.
Business broker vs M&A advisor: which one fits a sale of your size.
Software company valuation multiples: what drives the price of a software company.
Selling a tech company: a guide for founders: the seller's guide to the process.
Our SaaS and vertical software market report: what buyers are doing in software deals.
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