# Selling a Software Business: Founder Exit Advisory UK

**Independent, operator led help for UK software founders thinking about, preparing for and executing an exit.** Corinium Advisory works with founders and owner managers of UK B2B SaaS and vertical software businesses, typically between GBP 1 million and GBP 10 million ARR, who are deciding whether to sell, take cash off the table, bring in a backer or hand the business to a successor. It is independent of any corporate finance adviser, bank or fund, and is paid by the founder. Its parent, Corinium Capital, buys software businesses, and that is handled as set out under Conflicts and independence.

## Three stages, six jobs

- **Thinking: what do you actually want.** Full exit, partial exit or partial liquidity, succession or growth equity. Personal number, timing, role after the deal, and what the business needs that the founder can no longer give it.
- **Options and structures.** Trade sale, private equity buyout, minority growth investment, non dilutive debt or credit that releases cash without giving up equity, management buyout, employee ownership trust, deal by deal sponsor, or hold and take dividends. What each means for control and for cash now against cash later. In a private equity structure, preference shares and loan notes usually sit ahead of ordinary shares, and whether the founder's rollover sits pari passu with them or behind them changes its value. Tax position should come from an accountant.
- **Preparing: the 12 to 24 months before a process.** ARR cube with build by customer, churn, gross and net retention, concentration, contract terms including break clauses, management depth beyond the founder, clean financials, early vendor due diligence or quality of earnings where it pays for itself. Engagements are flexible in length and cadence, fitted to the founder's timeline and priorities.
- **Adviser selection.** How to choose and sequence corporate finance advisers, lawyers, accountants and exit readiness specialists. Retainer plus success fee structures. Why appointing lawyers first, or shopping the business to several advisers at once, can damage the outcome. The shortlist at this size spans technology focused boutiques, accountancy led corporate finance teams and mid market investment banks, with lawyers, tax advisers, due diligence providers and a fractional finance lead around them.
- **Buyer and fund introductions.** Trade acquirers, lower mid market private equity, growth capital funds, deal by deal sponsors, aggregators and family offices, and how each differs on price, structure, speed and culture. Working relationships across all of those categories, direct introductions, and help reading term sheets and offers.
- **Executing and after.** Exclusivity, diligence, the share purchase agreement, completion, earn outs and rollover, the first 100 days under new ownership and the founder's own transition.

## Conflicts and independence

Corinium Capital acquires established UK software and service businesses from their owners. Where a founder's business could be of interest to Corinium Capital, that is disclosed at the first conversation and the founder decides whether Corinium Advisory acts, Corinium Capital looks, or neither. The two never engage on the same business at the same time. Advisory fees are never contingent on a transaction with Corinium Capital.

## Who this is for

Founders who want cash off the table but not out, founders who want out entirely, founders whose minority backer wants an exit, founders who have had a sale process fail, founders being approached directly by buyers, founders weighing growth capital against a full sale, owner managers planning succession, and boards planning chief executive succession.

## Common questions

**How long does it take to sell a software company in the UK?** Most sales take six to twelve months from appointing a sell side adviser to completion, and preparation before that takes longer.

**What is a software company worth?** Usually a multiple of recurring revenue or of EBITDA (earnings before interest, tax, depreciation and amortisation), driven by growth, gross and net revenue retention, gross margin, concentration, the share of revenue that is contracted and recurring, and founder dependence. There is no reliable number without a process.

**Should I take a minority investment or sell outright?** A minority investment suits founders who want to keep running the business and build more value with a partner. A full sale suits founders who want certainty and a clean break.

**When should I appoint a sell side adviser?** Once you know what you want and the business is close to ready, usually a few months before going to market. Lawyers come after the adviser.

**Do I need vendor due diligence or a quality of earnings report?** Not always, but for a business going to institutional buyers it usually pays for itself.

**What is an earn out?** Part of the price paid later, conditional on post completion targets. Accept one only if the targets are within your control and you would be content with the deal if it paid nothing.

**What happens to a founder after a private equity buyout?** Most roll part of their proceeds into the new structure and stay on for a period, often moving from chief executive to a board or product role.

**Can I sell my business and stay on?** Yes, and many buyers will want you to. Agree the terms, role, authority and duration before heads of terms.

**What does exit readiness involve?** Revenue data that reconciles, clean and assignable contracts, management that runs the business without the founder, a credible three year plan, and reliable financials. Done properly it takes 12 to 24 months.

**How does Corinium Advisory get paid?** By the founder, on a day rate, a fixed scope or a monthly retainer. It is independent of any adviser, bank or fund. Any potential interest from Corinium Capital is disclosed at the first conversation.

## Further reading

- [Exit readiness checklist](https://coriniumadvisory.co.uk/founder-exit/exit-readiness-checklist/)
- [Earn outs when selling a software business](https://coriniumadvisory.co.uk/founder-exit/earn-outs/)
- [Selling to private equity or a trade buyer](https://coriniumadvisory.co.uk/founder-exit/selling-to-private-equity/)
- [Growth equity or a full sale](https://coriniumadvisory.co.uk/founder-exit/growth-equity-vs-full-sale/)
- [Selling to an aggregator or consolidator](https://coriniumadvisory.co.uk/founder-exit/selling-to-an-aggregator/)

## Contact

Email contact@coriniumadvisory.co.uk with the subject "Founder exit enquiry".

Last updated: 2026-10-25