Selling a Digital Marketing Business

A digital marketing agency is usually priced off a multiple of the owner’s true annual profit, after backing out one-time or personal expenses that won’t exist for a buyer. Value tends to move up when retention is strong, margins hold by service line, and results don’t rely on the founder. You can get a quick range with Rejigg’s free valuation calculator, which uses real transaction multiples and agency-style add-backs.

No. Brokers often charge 5–10% of the sale price for packaging, buyer outreach, and process management that you can run yourself with the right tools. Rejigg gives you access to pre-vetted buyers, digital NDAs, a secure data room, direct messaging, and offer tracking, and it’s free for sellers. Start with the preparation guide to get your agency ready to share under NDA.

Many agency deals take 45–90 days from the first serious buyer call to a signed deal, then a few more weeks to close depending on financing and how deep diligence goes. Timing improves when your financials are clean, platform access is documented client by client, and churn has a clear explanation. Rejigg keeps NDAs, documents, and buyer questions in one place so the process doesn’t stall in email threads.

Often, yes, if the agency has stable cash flow that can cover loan payments and the buyer can show they can operate the business. Lenders look closely at retention, big-client dependence, and whether revenue really behaves like recurring retainers or is effectively month-to-month. You can model payments and down payment scenarios with Rejigg’s SBA loan calculator so financing is discussed in real numbers early.

Most buyers ask for 24–36 months of profit-and-loss statements, a recent balance sheet, tax returns, and a client roster that ties revenue to each account. For agencies, they also want service-line margins, contractor spend, and proof of billing and collections for retainers and onboarding fees. Rejigg’s due diligence checklist shows what to prepare, and the Rejigg data room keeps sharing controlled and trackable.

An earnout pays you additional money after closing if the agency hits agreed targets, often tied to retained revenue or profit over a set period. They show up in agency deals when a buyer is nervous about post-close churn or founder-led accounts. If you consider one, keep the math simple and write down the exact definition of the metrics so reporting changes don’t rewrite the deal. Rejigg’s offer comparison dashboard helps you compare earnouts alongside cash-at-close and timelines.

Seller financing means you take part of the purchase price over time, paid monthly, similar to you making a loan to the buyer. It’s common in marketing agency deals because it can help a buyer close while giving you a way to support price when retention is the main concern. Terms should match the actual churn risk and include clear protections if payments stop. Rejigg helps you compare seller-financed offers side by side in the deal terms dashboard.

Many smaller agency deals are asset sales, where the buyer purchases contracts and business assets instead of your legal entity. Buyers like that because it can limit unknown liabilities, while some sellers prefer a stock sale for simplicity and possible tax benefits. The best structure depends on your entity, your contracts, and your tax situation, so pull in a deal-experienced CPA and attorney early. Rejigg’s negotiation guide walks through the trade-offs in plain English.

When one client makes up a big share of revenue, buyers price in the risk that one cancellation can change profit overnight. In agencies, concentration also shows up as one relationship holder or one specialist who runs the whole account, even if client count looks fine. A strong prep step is a revenue-by-client view that includes tenure and service mix for the top accounts. Rejigg’s data room makes it easy to share a clean client roster under NDA without emailing sensitive details.

Usually, the buyer wants contracts assigned to the new entity or re-signed, depending on what the agreement allows. Some agency contracts restrict assignment or require client consent if the business changes hands, which can matter during a transition. Before going to market, identify which clients have signed agreements and which are effectively month-to-month on invoices. Keeping signed contracts and templates in Rejigg’s data room helps diligence move quickly when buyers ask for the exact signed version.

Most buyers ask for a non-compete and a non-solicit so you don’t start a new agency and pull clients or staff back right after closing. Reasonable terms are specific about time, geography, and services, and they match what you actually did in the business. Overly broad language can slow a deal and create bad blood. Rejigg keeps deal terms and draft documents organized in one workspace so you and your attorney can iterate quickly.

Run the sale in phases. Share a light overview first, then only share client names, contracts, and platform access details after a signed NDA and clear buyer intent. That reduces the risk of spooking clients and team members and helps avoid competitors fishing for information. Rejigg helps because buyers are pre-vetted, NDAs are signed digitally, and you control who sees what in the secure data room, with all messaging kept in one thread.

An NDA-ready data room usually includes clean financials, a client roster with start dates and service lines, a churn and expansion summary, and your pricing and scoping templates. For digital marketing agencies, add platform access notes, sample reporting packs, and an org chart that shows who owns which accounts. Buyers move faster when “second call” questions are answered without scrambling. Rejigg’s built-in data room is designed for controlled, trackable sharing.

Agencies often have prepaid retainers, mid-month billing cycles, and work that is partially delivered when the deal closes. Most deals include a working capital adjustment, which is a true-up so the business has enough cash and near-term assets to operate right after closing. The practical prep is documenting billing timing, prepaid amounts, and payables like contractor invoices. Rejigg’s due diligence checklist covers how to package this cleanly.

Add-backs are expenses in the business that a buyer likely won’t keep, so they help show true ongoing profit. In agencies, common add-backs include one-time legal bills, personal travel, personal software, above-market owner pay, and non-recurring contractor costs tied to a one-off project. Buyers will want proof, especially when add-backs are a meaningful share of profit. Rejigg’s valuation calculator is built to present add-backs in a buyer-readable way.

Taxes depend on your deal structure, your entity type, and how the purchase price is allocated across items like goodwill and customer relationships. Agencies usually have limited hard assets, so allocation can matter more than owners expect. Talk to a CPA before you accept terms because tax planning can change what you negotiate for. Use Rejigg to keep drafts and term comparisons organized, then have your CPA model outcomes once you have a serious LOI.

A typical transition is 30–90 days of structured overlap, and it can run longer when the founder is still the main relationship holder for top accounts. Buyers usually want client introductions, access and reporting handoff, and one full cycle of renewals and monthly performance reviews. Transitions go smoother when they are planned account by account with clear meeting cadence and decision rights. Rejigg’s transition planning guide helps you set expectations in writing.

A contractor-heavy or offshore model can work fine if you can show control and consistency. Buyers will look for quality checks, confidentiality terms, and clear ownership of work product, plus a backup plan if a key freelancer disappears mid-campaign or mid-creative sprint. Have signed contractor agreements ready and document your review process with a couple of real examples. Rejigg’s data room helps you share the contractor model and controls under NDA without exposing sensitive details broadly.