Software sales are decided by a short list of findings that recur in almost every diligence process. Fixing them beforehand is cheap; having them found is not, because a buyer prices the discovery rather than the defect.
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Ownership of the code and the marks
Every contractor and every employee who touched the product should have signed an assignment, and the trademarks should be registered to the company rather than to a founder personally. Gaps here are the most common deal breaker in software sales and take weeks to close retrospectively, if the person can still be found.
Revenue that reconciles, and retention that is measured
Billing system exports that agree with the bank and with every document you produce. Retention measured properly, gross and net, over cohorts rather than in aggregate. If churn is the weak number, a year spent reducing it moves the multiple more than the same year spent adding revenue.
Key person risk and the dependency stack
Documentation, a second person who can deploy and debug, and a written account of any single point of failure in the architecture or the team. Also a dependency inventory with licenses checked, because a copyleft component in a commercial product is a problem that has to be solved before a buyer will close.
Questions people ask about sell my software company
How long does preparation take?
Three to six months for the documentation and ownership work. A year if churn is the problem you are fixing.
Do I need to be profitable?
Not necessarily. Growth, retention and gross margin can carry a sale, though a business consuming cash narrows the buyer pool to those who can fund it.
Will I have to stay?
Usually for a handover, longer if the product knowledge is concentrated in you. Reducing that concentration is preparation, not negotiation.