This comes from hundreds of real buyer-seller diligence calls we’ve helped happen on Rejigg. These are the web-design-specific questions that swing price and terms fast because they show whether margins and delivery hold up when the founder steps back.
Each topic below comes from real buyer-seller conversations. Here's what they ask, what they're really evaluating, and how to prepare.
Scope Control
In web design, profit usually comes down to how you scope and enforce boundaries, not what your P&L says. Buyers are looking at whether estimates hold when clients add pages, ask for new templates, run extra revision rounds, or introduce a new stakeholder late. If change control is casual, buyers assume margins depend on the founder’s personality, and they price in more risk.
How to prepare
Great Answer
Most builds are fixed-fee, and they stay profitable because our SOWs have clear boundaries. On a $45k Shopify rebuild, we scoped 6 templates and two design rounds. When they added three templates after design sign-off, we sent a $12k change order that week, got it signed, and kept the launch date.
Okay
We’re disciplined about scope, and we usually charge for extras, but it’s not consistent across every PM yet.
Gives Pause
We keep clients happy and work it out as we go. We don’t really do formal change orders.
How Rejigg helps: Rejigg’s secure data room lets you share SOWs and signed change orders so buyers can see scope control in real projects. Learn more in the guide
Recurring Base
Buyers want to see how much of your revenue shows up without new project sales, usually from care plans, hosting, maintenance, security updates, and ongoing support. They also dig into whether retainers are truly defined or if “support” really means unlimited requests that will force new hires after close. Predictable recurring revenue is great. Undefined recurring work is a staffing problem.
How to prepare
Great Answer
If we sold no new builds for 60 days, our plans still cover a meaningful chunk of payroll. We have 38 clients on three care tiers plus hosting, and the average client has stayed 26 months. We track tickets, and our $1,500 tier averages 5–6 hours per month, so staffing stays predictable.
Okay
We have a solid base of retainers and hosting, and clients stick around, but we haven’t mapped hours or tickets by tier.
Gives Pause
We have retainers, but it’s basically whatever they need. We don’t track hours closely.
How Rejigg helps: Rejigg’s QuickBooks integration and built-in data room help you package build vs ongoing revenue, plan tiers, and renewals without emailing spreadsheets. Learn more in the guide
Platform Risk
Your platform mix affects hiring, QA, security exposure, and how repeatable delivery is. Buyers are checking whether you standardize enough to avoid plugin sprawl, mystery apps that break at checkout, and one-off builds that only one developer understands. A clear “we support this” list usually makes diligence faster and pricing firmer.
How to prepare
Great Answer
About 75% of revenue is Shopify, and most work is theme customization using a standard component library and launch checklist. We keep a short list of apps we’ll support, and we only do custom apps when they’re clearly scoped with ongoing support. On WordPress, we standardize on a small plugin set and include security updates in our care plans.
Okay
We’re mostly Shopify with some WordPress, and we know what we’re comfortable with, but we haven’t written down a supported stack.
Gives Pause
We’ll build on whatever the client wants. Every project is different.
How Rejigg helps: Rejigg helps you present platform mix, stack standards, and support obligations clearly so buyers can price risk without weeks of follow-ups. Learn more in the guide
Owner Dependence
Referrals are normal for agencies. Buyers want to understand whether referrals keep flowing without the founder and whether someone else can run discovery, scope accurately, and price confidently. If the owner is the only person who can quote work without blowing hours, buyers expect a rough handoff and protect themselves with tighter terms.
How to prepare
Great Answer
Referrals drive a lot of leads, but they’re not tied to me alone. We get steady introductions from three partner agencies and past clients, and our senior PM runs most discovery calls using a scope checklist. Pricing is based on three packages plus add-ons, and I only jump in for edge cases like complex Shopify integrations.
Okay
Most leads are referrals, and I still handle discovery and pricing, but I’m training a PM to take more of it over.
Gives Pause
All leads come through me, and I price everything off experience. Nobody else really does discovery.
How Rejigg helps: Rejigg’s direct messaging, scheduling, and deal tracking keep buyer conversations organized while you show a sales process the team can run without the founder. Learn more in the guide
Client Ownership
When timelines slip or a launch has bugs, someone has to steady the relationship. Buyers look for named account owners, a consistent update cadence, and a clear escalation path that does not route straight to the founder. If the owner is the default firefighter, buyers assume churn risk and usually push for a longer transition.
How to prepare
Great Answer
Each of our top 10 accounts has a named account owner who runs weekly check-ins and sends recaps. Escalations are rare, but they go to our delivery lead first, not me. I’m still involved with two key relationships, and our transition plan has me joining their calls for four weeks, then stepping back to monthly check-ins.
Okay
PMs run most calls, but I still get pulled in when there’s tension or a hard deadline.
Gives Pause
Clients mostly talk to me. If something goes wrong, I handle it.
How Rejigg helps: Rejigg’s scheduling and video calls make it easier to run structured transition meetings with buyers and key clients, with a clear calendar trail. Learn more in the guide
QA & Delivery
A rough launch can kill referrals fast, especially when your market is tight and clients talk. Buyers want proof you ship consistently: responsive behavior, working forms, analytics tagging, basic accessibility, performance, and a CMS a non-technical client can use. If QA lives in one person’s head, buyers assume more rework and more support hours than your numbers show.
How to prepare
Great Answer
QA is owned by a lead who did not build the feature. Before launch, we run a checklist across mobile and desktop, test forms, do basic accessibility checks, and confirm analytics tagging. We track planned vs actual hours by phase, and overruns trigger a change-order conversation early.
Okay
We have a QA checklist, and PMs review launches, but the process isn’t consistent on every project.
Gives Pause
We QA by eyeballing it, and I do a final review right before launch.
How Rejigg helps: Rejigg’s data room lets you share your QA checklist, delivery workflow, and a few recent post-mortems so buyers understand how you prevent launch surprises. Learn more in the guide
Team Continuity
Agency value walks out the door every evening. Buyers focus on the few roles that keep delivery stable, like a senior PM who can run the room, a technical lead who can unblock work, and the person clients trust day-to-day. A contractor-heavy bench can work, but buyers will press on coverage, code review, and whether agreements and documentation are solid.
How to prepare
Great Answer
Our delivery lead, senior PM, and a senior Shopify developer are the key roles. Two are employees, and the developer is a long-term contractor who’s been with us three years, with consistent QA and code review. Our build patterns and stack standards are documented, and we have a second contractor trained up as coverage for Shopify work.
Okay
We have a solid team and long-term contractors, but we haven’t documented backup coverage or retention expectations yet.
Gives Pause
We hire freelancers as needed. If someone leaves, we’ll replace them.
How Rejigg helps: Rejigg lets you share org charts, role coverage, and contractor documentation privately with vetted buyers so team risk gets addressed early. Learn more in the guide
IP & Contracts
This is a common way web design deals stall late. If contractor-created work, reusable templates, or internal components are not clearly owned by the business, the buyer cannot be sure they are buying the assets they think they are. Buyers also read support, response time, and liability language closely because vague promises can turn into open-ended work after close.
How to prepare
Great Answer
Every contractor signs an agreement that assigns the work product to the company, and we can produce signed copies. Our client agreements define what support includes, what is billable, and how launch acceptance works. We also have internal templates and components that are owned by the agency and not tied to a single client’s IP.
Okay
We have contracts, and most contractors have signed something, but we haven’t pulled everything into one audited folder yet.
Gives Pause
We pay contractors and assume we own the work. Our client terms are lightweight.
How Rejigg helps: Rejigg’s built-in data room gives you a secure place to organize IP assignments, client contracts, and reusable asset documentation before diligence gets intense. Learn more in the guide
Backlog Reality
Backlog can be valuable, or it can be a pile of under-scoped promises that burns the next owner’s margins. Buyers want to see what is sold, what is left to deliver, and whether the team can hit milestones without the founder stepping in to rescue projects. Clear visibility builds trust quickly, even when a project is already trending over hours.
How to prepare
Great Answer
We’re booked about 10 weeks out. Here are the seven active projects, what’s left, and the next two milestones with named staffing. Two projects are trending over estimate due to late content and added templates, and both are already in change-order discussions so we don’t eat the overage.
Okay
We have a healthy backlog and the team is busy, but we haven’t summarized remaining work and profitability by project.
Gives Pause
We’re slammed, but I’m not sure what’s due when. We’ll figure it out.
How Rejigg helps: Rejigg’s deal workspace lets you share backlog summaries and project status documents with the right buyers at the right time. Learn more in the guide
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What is a web design agency typically worth?
Most web design agencies are valued on the profit a buyer believes will still be there after the founder steps back. Agencies with real recurring revenue from care plans, clear change-order habits, and a delivery lead who can run projects day-to-day usually get stronger pricing than project-only studios. For a quick range, use Rejigg’s free valuation calculator, which also accounts for owner add-backs like one-time software, travel, and personal expenses run through the business.
What profit number do buyers use for a web design agency: EBITDA or SDE?
Most smaller web design agencies get priced off seller’s discretionary earnings, which are the business profit plus the owner’s pay and certain owner-only expenses. Larger agencies with a real leadership layer often get discussed in EBITDA terms, which is profit before interest, taxes, depreciation, and amortization. Either way, buyers will dig into what the owner personally does today, like selling, scoping, or QA, because that work has to be replaced after the sale.
Can a buyer use an SBA loan to buy a web design agency?
Yes. Many buyers use an SBA 7(a) loan to buy agencies, especially when revenue is spread across multiple clients and the books are clean. Lenders usually want stable cash flow, contracts that explain retainer obligations, and a transition plan that keeps key client relationships steady. If you want to sanity-check affordability, Rejigg’s SBA loan calculator models payments and down payment scenarios.
How do I get my books “lender-ready” for selling a web design agency?
Split project revenue from ongoing plan revenue, then keep contractor costs categorized the same way every month so margins are believable. Clean up owner add-backs so each one has a simple explanation and a receipt trail where possible. Remove personal spending from business accounts, even small stuff, because it slows lender questions. If you use QuickBooks, Rejigg’s QuickBooks integration can import financials into a structured data room so you are not rebuilding reports for each buyer.
Do I need a broker to sell my web design agency?
No. Brokers usually charge 5–10% of the sale price for a process you can run yourself with the right buyer access and tools. Rejigg gives you pre-vetted buyers, digital NDAs, direct messaging, a secure data room, and offer tracking, and it’s free for sellers because buyers pay. Start with the Owner’s Guide to preparing to sell.
How long does it take to sell a web design agency?
A clean web design agency sale often closes in a few months, but timelines vary based on how organized your financials, contracts, and access are. The delays we see most often come from missing contractor IP assignments, vague retainer language, and a mess of admin logins across hosting, domains, analytics, and Shopify. Rejigg’s due diligence and closing checklist shows what to gather early so you do not stall mid-process.
Should I sell my web design agency as an asset sale or a stock sale?
Most smaller web design agency deals are asset sales, where the buyer purchases the assets and you keep the legal entity. Stock sales happen less often, but they can make sense if there are contracts or other reasons to keep the entity intact. From an operations standpoint, the key is documenting what transfers cleanly, like domains, hosting relationships, client contracts, code, and templates you own, and contractor agreements. Your attorney and accountant should advise on structure.
What is a working capital adjustment in a web design agency sale?
A working capital adjustment is a closing true-up for the cash the business needs to run day-to-day. In web design, the debate usually comes from deposits and prepaid retainers, since cash can be in the bank even though the work still needs to be delivered. Buyers want to avoid paying for future payroll twice, and sellers want credit for cash they earned. Be ready to explain retainer billing, revenue recognition, and what is sitting in backlog today.
How do buyers treat deposits and prepaid retainers in a web design agency acquisition?
Most buyers treat prepaid retainers and project deposits as an obligation to deliver future work, even if the cash already hit your bank account. During diligence, they will ask what has been delivered, what is still owed, and whether the retainer scope is clearly limited. Clean invoicing plus a simple backlog view reduces arguments. This is also where a working capital adjustment often gets negotiated.
What happens to client hosting and domain accounts when I sell my agency?
Buyers want to avoid Day 1 chaos from shared logins and owner-controlled admin access. A clean setup is usually client-owned domains, plus role-based agency access to hosting, Shopify, analytics, tag managers, and email tools. If you are not set up that way today, build an access map by client and migrate away from shared credentials before you go to market. Buyers read this as operational maturity.
What’s a typical transition period for a web design agency owner after the sale?
Many deals include a defined transition period for client introductions, handoff of quoting judgment, and escalation coverage. The best plans spell out the specific meetings you will attend, which clients you will personally introduce, and the date you step back because “seller available” turns into confusion fast. Buyers also like hearing what you will not do so you do not become the permanent safety net. Rejigg’s transition planning guide helps you structure it.
Do I need a non-compete to sell a web design agency?
Most buyers ask for a non-compete in agency deals because revenue is relationship-driven and the seller could rebuild quickly. Terms vary by market and attorney guidance, but the buyer’s goal is time to stabilize client relationships and referral partners under the new owner. You will also often see a non-solicitation clause, which limits actively pursuing former clients or recruiting the team. Expect this as a normal part of the paperwork.
How should I think about earnouts in a web design agency sale?
Earnouts pay part of the price later if the business hits agreed targets, often revenue or profit over a set period. In web design, they show up when retention is the big question, like when a few accounts drive most revenue or when the founder is still the main salesperson. If you consider one, define the metric clearly and agree on how project overruns, scope changes, and staffing decisions affect it. Rejigg’s negotiation guide helps you pressure-test the terms.
Can I keep a minority stake in my web design agency after selling?
Yes. Some deals include rollover equity, where you sell most of the agency but keep a smaller ownership stake. Buyers like it because you stay financially aligned, and sellers like keeping upside if the buyer grows the agency. The part to get tight in writing is governance, including what decisions you still vote on, what you do not control, and how distributions work. Also, document your role and time commitment so expectations stay clean.
How do I handle client contracts that don’t allow assignment to a new owner?
Some agency contracts restrict assignment, and many smaller agencies have lightweight agreements that do not address it clearly. When assignment is restricted, the practical fix is getting client consent to transfer the agreement, often during the transition window. Plan early because surprise consent requests can spook clients if they feel rushed. Rejigg helps by keeping access controlled with pre-vetted buyers and digital NDAs, so you can time client outreach appropriately.
What documents should I put in a data room for a web design agency sale?
Most buyers ask for financial statements, revenue by client and service type, copies of care plan and retainer agreements, a contractor list with signed IP assignments, and a clear view of active projects and backlog. They also want an access map for key systems, like hosting, domains, Shopify admin roles, analytics, and tag managers. Rejigg includes a built-in secure data room so you can share documents in stages and avoid emailing sensitive files around.
How do I find serious buyers for a web design agency without going public?
Run controlled outreach with confidentiality baked in. You want buyers who understand agency delivery, move quickly, and will not leak the opportunity to clients or employees. On Rejigg, buyers are pre-vetted and sign NDAs digitally before seeing sensitive details, and you can message and schedule calls directly in the platform. Start with finding your dream buyer to plan outreach.
What are the most common reasons a web design agency deal falls apart in due diligence?
In the diligence calls we see, deals usually fall apart for practical reasons: missing contractor IP paperwork, retainers that read like unlimited support, and financials that do not match how delivery really happens. Another common one is admin access chaos across hosting, domains, Shopify, analytics, and email tools. Most fixes are straightforward if you start early. Get the documents together, explain the reality clearly, and use a secure data room to keep it organized.