How to sell a small SaaS in India
Get your numbers clean and provable, decide what you are selling (the assets or the company), reach buyers through directories, marketplaces and your network, agree terms in writing, and let the buyer check everything before money and assets change hands. Tax and foreign exchange rules apply, so bring in a chartered accountant and a lawyer early.
This is a general checklist, not legal or tax advice.
Facts checked
1. Prepare
- Separate the business's money from yours: its own bank account and its own payment account, so the buyer sees only this business's payments.
- Bring your books up to date: income, costs, refunds, GST filings and any invoices to foreign customers.
- Know your numbers: MRR, churn, 30-day collections, costs and profit. Learn the difference between MRR and 30-day collections.
- Make the numbers provable. Buyers trust payment data more than a spreadsheet. On Ventmark, revenue verification from Stripe, Dodo Payments and Razorpay is built and rolling out provider by provider. See what verified revenue means.
- List what will transfer: domain, code repositories, hosting, payment accounts, email lists, social accounts, app-store listings, and any contracts with customers or suppliers.
2. Decide what you are selling
- Asset sale. The buyer takes the product, code, domain, customers and accounts. Common for small online businesses, including ones run by a sole founder without a company.
- Share sale. The buyer takes the company itself, with its history, contracts and liabilities. Usually more paperwork and checks.
The tax result and the paperwork differ a lot between the two. Decide with your chartered accountant before you set a price.
3. Set an asking price
Price against what the business earns and what it costs to run. Published benchmarks mostly use profit: Acquire.com reports a median SaaS profit multiple of 3.9x on its marketplace in 2024 and 2025. Read how buyers read the asking-price multiple before you choose a number.
4. Find buyers
- Directories. On Ventmark, a published startup can show a sale card with its asking price in the For sale list. The card is part of the paid Premium plans (pricing), and Ventmark takes no success fee. Buyers contact you directly.
- Marketplaces. Acquire.com and Microns.io run marketplaces with buyer accounts and help through the deal. Both charge a fee on a successful sale (as of 20 October 2026, from their own pricing pages).
- Your network. Customers, competitors, partners and other founders are often the most likely buyers.
5. NDA and letter of intent
Share private details, such as full financials and customer lists, only after a buyer signs a non-disclosure agreement. Once you agree on price and terms, put them in a letter of intent: the price, how it is paid, what transfers, the due-diligence period and any exclusivity.
6. Due diligence
The buyer checks what you said: payment data, bank statements, costs, code quality, who owns the code and the brand, customer contracts, and any disputes. Answer in writing and keep a record of what you shared.
7. Documents and transfer
- An asset or share purchase agreement, drafted by a lawyer.
- An IP assignment, so the code, design and brand pass to the buyer in writing.
- A transfer plan for the domain, repositories, hosting, payment accounts and logins, with a date for each.
- Any handover support you agree to, such as a few weeks of help after the sale.
8. Getting paid safely
Marketplaces such as Acquire.com offer escrow, where a third party holds the money until the assets are transferred. Ventmark has no escrow and no payment flow, so for a deal found here, agree the payment route with the buyer and your lawyer. Don't hand over accounts before the money is safe.
9. Tax and foreign exchange
- The gain on a sale is taxable for the seller in India. How much depends on what is sold, how long you held it and your structure.
- If the buyer is outside India, receiving the money has to follow India's foreign exchange rules under FEMA and RBI directions, usually through your bank.
- Talk to a chartered accountant and a lawyer before you sign the letter of intent, not after.
Ventmark's role
Ventmark is a directory, not a broker, escrow or adviser, and is not a party to any deal. Asking prices are set by founders; buyers do their own due diligence. Ventmark takes no success fee or commission on any sale.
Sources
Questions, answered
Does Ventmark take a cut when I sell my startup?
Can I sell my SaaS to a buyer outside India?
Should I sell the assets or the company?
Can I list on Ventmark and a marketplace at the same time?
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