Get your software ready before you sell your business.

The buyer wants the business. The software comes attached, and from closing day, keeping it running is their problem to solve.

So an engineer gets pointed at it. Usually not a hostile one, more often a technical adviser the buyer already trusts, asking the same four questions every time. The answers already exist. You are only deciding whether they come out on your calendar or on the buyer's, with a diligence clock running.

If you suspect those answers are unflattering, that is the normal starting position. Most businesses this size have the same gaps, for the same reasonable history: the software was built to solve a problem, by whoever was available, while the company was busy growing. Every gap here has a fix, and almost none of them can be closed in the weeks after a letter of intent.

Who buys a business like yours?

Search funds, holding companies, and independent sponsors buy durable small businesses, most often in services. In Stanford Graduate School of Business's 2026 search fund study, covering 862 funds in the United States and Canada, the aggregate return on investment was 4.75x. Buyers like these raise capital to acquire, do it more than once, and bring a technical adviser.

What does the technical read cover?

It reads the real system rather than a demo: the repository, the cloud accounts, the deployment, and the contracts behind the code. It confirms what the company legally owns, how much of it lives in one person's head, and what a new team would need to run it.

Seven areas account for most of what a technical review turns up in a business this size. Here is each one seen from inside the company.

Read the middle column as your request list. It usually arrives as a spreadsheet with a deadline. The right column is the version you want finished already. Nobody is auditing you against a regulation. The buyer is checking whether the controls that a customer, an insurer, or an acquirer would ask for exist, which is where SOC 2 readiness comes up.

Work these in order. The sequence is not about which finding is worst; it is about which fixes get cheaper the earlier you start.

Ownership goes first because it is the cheapest to fix and the most damaging to discover late. Key-person risk goes second because it is the slowest. In an NAIC survey cited by the Insurance Information Institute, 71% of small firms said they depend heavily on one or two key people; in software that dependency is key-person risk. Documentation is third because it is easier to write once the first two are moving.

An open finding rarely kills a deal. More often it moves money, or it moves the date.

The mechanics are ordinary. A buyer who finds something they cannot size has three levers: pay less, pay later, or make you carry the risk. In a West Monroe and Mergermarket survey of dealmakers, 40% discovered a cybersecurity problem at an acquisition only after the deal closed, which shows how often this surfaces late even among professional buyers.

How much does an unfixed finding cost?

Nobody can give you an honest percentage, and you should distrust anyone who offers one. It depends on the finding, the size of the deal, and how much else is open. What is predictable is the shape of the response, which is one of four moves.

• A price adjustment. The buyer prices the remediation and takes it off the number, using their estimate.
• An escrow holdback. Part of the proceeds sits with a third party until the issue is closed.
• An indemnity. You stay on the hook for a named risk after closing, so the deal is not fully behind you.
• A delayed close. The fix becomes a condition and the calendar slips, which is the cost most sellers underestimate.

Why does fixing it late look worse than fixing it early?

Because diligence is also a character test. A buyer forms a view of how the business is run from how the answers arrive. Ownership sorted out two years ago reads as a company that keeps its house in order. The same fix made during diligence invites a harder look everywhere else.

Lead time is the one input you still control completely, and it is what makes every fix on this page cheap.

None of this needs a consultant to start. The habits that make a business easy to sell are the same ones in our cornerstone guide on building software without a tech team.

Buy the read when you cannot answer the buyer's questions yourself, and when the deal is large enough that being wrong about the software is expensive.

Some sellers do not need one. If you own everything, two people know how the system works, and you could hand it over in a week, you are ready and the money is better spent elsewhere. It earns its keep when the software is load-bearing, or when you have been putting off looking.

What does a sell-side technical review produce?

The same artifact a buyer's diligence produces, pointed at your question instead of theirs. We run it as a software audit: a fixed-scope read of the code, the ownership, the security posture, and the handover readiness, ending in a written verdict with a number attached to each finding.

It runs about one to two weeks, at roughly $5,000 to $15,000, and the fee credits in full toward any build or remediation that follows. What you are buying is the choice of which findings to fix and which to disclose, and that choice disappears once a buyer holds the list.