How to sell a side project: prepare before you list

This guide uses the seller pages of two marketplaces, Flippa and Acquire.com, plus what they say buyers check. Where a number comes from them, we say so. We have no deal data of our own and make no promise about price or whether it will sell.

First, what are you actually selling?

Three different things get called "selling a side project".

1. A business with revenue. Customers pay on a recurring basis. A buyer values the income, the customers and the code.
2. A product without revenue. Code, a brand, maybe some users. Much harder to value, and the marketplaces below may not accept it (see requirements).
3. The work itself. You offer the code or design to one buyer, often someone in the same niche, as a one-off deal or a license.

Be honest about which one you have. It decides where to sell and how much effort the sale is worth.

Start 12 months out

Flippa's SaaS seller checklist (published 2026-05-08, page shows an update on 2026-10-08) tells sellers to start preparing at least 12 months before listing, and closer to 18 months if the numbers or churn could raise questions. It says buyers mostly judge the trailing 12 months. It also says Flippa requires at least a year of consistent profitability before a SaaS business can be listed, so a product with no revenue history would not qualify there. Check each marketplace's current requirements before you plan around it.

If your side project is young, the useful move may be to keep running it cleanly for a year, not to rush a listing.

Make the numbers easy to trust

The Flippa checklist says to:

• Reconcile 24 months of financial records and have an accountant review them.
• Check that bank and payment processor statements (Stripe, for example) match your profit and loss statement. It says buyers review refunds and chargebacks and often flag rates above 2%.
• Report monthly recurring revenue (MRR) month by month, and keep it separate from annual recurring revenue (ARR), which is a projection, not money earned.
• Track churn, meaning the share of customers who cancel, and look at both customer churn and revenue churn. It says buyers generally favor churn below 6%, and cites an average of 5.43% for SaaS businesses sold on Flippa. Those are Flippa's figures, not a rule.

Acquire.com's help page adds that buyers will want at least a year of profit and loss statements, and possibly more, to see whether the startup is growing and profitable.

Own your code, accounts and IP on paper

Buyers check the code, intellectual property and contracts as closely as the financials, according to Flippa. Before listing:

• Put the code in a repository owned by the business or a clearly identifiable owner, not scattered across personal accounts.
• List every third-party tool, open-source library and API the product depends on, with licenses and costs.
• Document how to run and deploy it, so the product does not rely on you remembering things.
• Collect signed agreements for anyone who wrote code or designs for you. Flippa singles this out: buyers look for a freelance developer who never signed an agreement transferring their code.
• Gather terms of service, customer and supplier agreements. Buyers look at change-of-control clauses, which let a customer or supplier cancel if the business changes hands.

If you built it while employed, check that your employer has no claim to it. See freelancing while employed.

Flippa advises having a lawyer review the legal and IP documents. We agree, because this is the part where mistakes are expensive. Who owns code written by an employee or a contractor, and how a transfer must be documented, depends on the country and, in the US, the state, so treat this section as general information, not legal advice.

How the sale itself runs on Acquire.com

Acquire.com's seller help page describes these steps:

1. Create a listing. Interested buyers request access to private information.
2. Get to know buyers before sharing anything. The page suggests looking for the platform's identity-verified and verified-funds badges and checking the buyer's LinkedIn background.
3. Share data after the buyer signs a mutual NDA. Set up a data room (a shared folder for acquisition documents) before this.
4. Receive offers as a letter of intent (LOI). The page says an LOI is usually not legally binding but can include binding terms, and recommends having counsel review it. Accepting one starts an exclusivity period during which you cannot negotiate with other buyers.
5. Go through due diligence, where the buyer checks financials, contracts, customers and code.
6. Sign an asset purchase agreement, then close through escrow.

The page also lists red flags in buyers: an LOI with no live call, no thoughtful diligence questions, vague "investor backed" claims, and refusal to show proof of funds.

Broker or do it yourself

Flippa says sales of $100K or more go through a Flippa broker, and that broker-led sales are twice as likely to sell. That is Flippa's statement about its own marketplace. Smaller sales can be done independently, which saves fees but puts the whole process on you. We did not compare fee levels and do not quote them. Read the current fee pages before choosing.

If a full sale is not right

Not every side project suits an acquisition marketplace. Other routes:

• Sell the work, not the company. Offer code or a design to a single buyer for a fixed fee, with a clear assignment agreement.
• Keep it and license it. A client or agency pays to use it, while you keep ownership.
• Turn it into proof. A working project with real usage is a strong portfolio piece for client work. See what to put in an n8n freelancer portfolio for how to show it.
• Hand it to one customer. If a single company depends on it, they may be the natural buyer.

A short preparation list

1. Decide which of the three situations above you are in.
2. Write down 24 months of income and costs, month by month.
3. Check your code and IP ownership on paper, and fix gaps.
4. Remove your personal accounts from the product.
5. Write a runbook so someone else could operate it.
6. Read current marketplace requirements and fees.
7. Talk to an accountant and a lawyer before you accept any offer.

Where Thomas Partners fits

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