How to Sell an Ecommerce Business

Selling an ecommerce business is not like selling a shop or a services firm. The value sits in things a buyer cannot walk in and touch: your Amazon Seller account and Brand Registry, your ASINs and review history, your Shopify store, your supplier relationships, your customer data and your paid-traffic accounts. Get those right and a good store sells quickly on a healthy multiple. Get them wrong and a buyer will chip the price, or walk, in diligence.

This guide covers what an ecommerce business is actually worth, who buys them, the platform-transfer trap that catches most first-time sellers, and the Capital Gains Tax position for 2026/27 including the Employee Ownership Trust option after the recent rule change. It is general guidance, not advice on your specific numbers, so have your position modelled before you sign anything.

What an Ecommerce Business Is Worth: The SDE Multiple

Ecommerce businesses are usually valued on a multiple of earnings, but which earnings figure matters. Most small to mid stores, the kind run by one owner or a small team, are valued on seller's discretionary earnings (SDE): net profit with the owner's salary, one-off costs and discretionary personal expenses added back. SDE shows the real cash an owner-operator takes out. Larger, more systemised businesses that already run without the founder move to an adjusted EBITDA basis instead.

As a rule of thumb for the UK market:

Business profile	Valuation basis	Typical multiple
Small owner-run store, under ~£250k SDE	Multiple of SDE	~2.5 to 3.5x SDE
Established brand, diversified traffic, some team	Multiple of SDE	~3.5 to 4.5x SDE
Systemised, management-run, higher earnings	Adjusted EBITDA	~4x EBITDA and up

The multiple is not fixed. It climbs with clean, sustained growth, diversified traffic and channels, owned and permissioned customer data, defensible products and low concentration. It falls where the store leans on one SKU, one marketplace, one supplier or the owner's daily presence. Saleable inventory is normally paid for on top of this goodwill figure, valued at cost. For the underlying methods (SDE, EBITDA multiples, asset-based and how add-backs work), see our business valuation guide, and put your own numbers through the business valuation calculator for an indicative range.

Because so much of the number rides on your add-backs, evidence them. An extra £20,000 of defensible SDE at a 3x multiple is £60,000 on the sale price, and a buyer will test every add-back in diligence.

Who Buys Ecommerce Businesses

Knowing your likely buyer shapes how you prepare and how the deal is structured. Three types dominate:

• Aggregators. Companies that buy and run portfolios of brands, historically focused on Amazon FBA. They acquire on an SDE or EBITDA multiple, run a fast standardised process, and often defer part of the price. Appetite has cooled since the 2021 to 2022 peak, so terms are tighter and more of the price may be performance-linked, but they remain a major buyer for clean, transferable single-owner brands.
• Strategic acquirers. A competitor, a supplier moving downstream, or a larger retailer buying for synergies (your products, your customer base, your channel). They can pay the most, but they negotiate hardest in diligence because they understand the market.
• Search funds and individual operators. A buyer who wants to run the business themselves, often part-funded by deferred consideration or a loan. Expect more of the price to be deferred or tied to an earn-out, and expect the sale to depend on the business being genuinely operable without you.

For the full route to market (finding a buyer, heads of terms, share versus asset sale and the sale process) see our guide to selling your business.

The Ecommerce Diligence Trap: Can the Accounts Actually Transfer?

This is where ecommerce sales are won or lost. Unlike a bricks-and-mortar business, most of your value lives inside platform accounts that you do not fully own and cannot always transfer. Before you agree heads of terms, work through what actually changes hands:

• Amazon Seller account and Brand Registry. Amazon's terms restrict transferring a Seller account. Your ASINs, review history and Buy Box standing are tied to it. If the account is held by your limited company, a share sale keeps it intact because the company (and its accounts) changes owner. If it is held personally, or the brand is not registered to the company, transfer gets far harder and value can evaporate.
• Shopify and other storefronts. Usually more portable than Amazon, but domains, apps, payment gateways and subscriptions all need reassigning cleanly.
• Ad accounts and custom audiences. Meta and Google ad accounts, pixels and custom or lookalike audiences frequently cannot be transferred and have to be rebuilt by the buyer, which is a real cost and a diligence flag.
• Supplier and manufacturer contracts. Exclusive supply, tooling ownership and minimum-order terms need to survive a change of control. A key supplier's consent can become a condition of the deal.
• Customer data. Your list is valuable but its transfer is a UK GDPR matter (covered below).

Two more ecommerce-specific value points sit alongside transferability:

Inventory. Saleable stock is paid for on top of the price, at cost not retail. Aged, obsolete or slow-moving SKUs are discounted or excluded, and stranded FBA stock racking up long-term storage fees is a liability. Accurate stock records that reconcile to your platform reports settle this quickly; vague figures invite a late price chip.

Concentration. If one SKU drives most sales, or ~90% of revenue comes through Amazon alone, a buyer sees fragility: one algorithm change, listing suspension, copycat or supplier failure could stop the business overnight. Concentration is the single biggest multiple-killer in ecommerce. Diversifying products, channels (your own store as well as marketplaces) and suppliers in the year or two before sale is the most reliable way to protect the price.

Customer Data and GDPR on Sale

Your customer database and email list are part of the goodwill a buyer pays for, but you cannot simply hand over personal data. Under UK GDPR you can generally transfer customer data as part of a genuine sale of the business, but your privacy notice and lawful basis have to support it, and the buyer must use the data consistently with what customers were originally told. Marketing consents (for email and SMS) transfer only if they were validly obtained. Ad-platform custom audiences are a separate problem: they usually cannot move and must be rebuilt.

Document your data, consents and marketing permissions early. A buyer will test them, and thin or non-compliant consent records can knock value off or delay completion. The Information Commissioner's Office guidance on UK GDPR for organisations sets out the ground rules.

Tax When You Sell: CGT, BADR at 18% and the EOT Option

If you sell the shares in your limited company, your gain is subject to Capital Gains Tax. For 2026/27, Business Asset Disposal Relief (BADR) can cut the CGT rate to 18% on up to £1 million of lifetime gains, provided you have held at least 5% of the shares and voting rights in a trading company for at least two years. That 18% rate is itself a recent increase (BADR was 14% in 2025/26 and 10% before that). Gains above the £1m BADR limit are taxed at 24% for higher and additional-rate sellers, or 18% within any unused basic-rate band, after the £3,000 annual exempt amount.

Selling the trade and assets out of the company instead (an asset sale) is taxed differently, usually leaving a gain inside the company plus a second tax charge to get the cash out, and is often less efficient for the seller. Which route is better depends on your numbers and the buyer's preference, so model both.

We keep the general BADR mechanics and qualifying conditions in one place rather than repeating them here. For the detail see our selling your business: CGT and BADR guide, the BADR fundamentals explainer, and the note on the April 2026 BADR rate change. For a side-by-side of trade sale versus EOT versus winding up, see the most tax-efficient way to sell. HMRC's own material is at gov.uk Business Asset Disposal Relief and the Capital Gains Manual CG63950 onwards.

Could an EOT Work for an Ecommerce Business?

An Employee Ownership Trust (EOT) lets you sell a controlling interest to a trust that holds the company for your employees, funded out of future profits. For years the pitch was simple: a sale to an EOT was entirely free of Capital Gains Tax. That is no longer true, and any guide that still says an EOT sale is CGT-free was written before 26 November 2025.

At the Autumn Budget on 26 November 2025, the CGT relief on a disposal to an EOT was cut from 100% to 50% with immediate effect for disposals on or after that date. Now 50% of the gain is the seller's chargeable gain at the time of sale, taxed at the ordinary CGT rate for shares (24% for higher and additional-rate sellers, 18% within any unused basic-rate band) after the £3,000 exempt amount. Crucially, BADR and Investors' Relief cannot be claimed on that taxable half. The other 50% is not taxed at sale but is held over and bites on the trustees' future disposal of the shares.

To see how big that change is, take the cluster's standard example of a £4m sale:

Item	Figure
Sale value to the EOT	£4,000,000
Original base cost	£200,000
Total gain	£3,800,000
Old rule (before 26 Nov 2025): 100% relieved	£0 CGT at sale
New rule: chargeable now = 50% × £3,800,000	£1,900,000
Less annual exempt amount	£3,000
Taxable now	£1,897,000
CGT rate (no BADR or IR on this slice)	24%
CGT payable now	£455,280
Remaining 50% (£1,900,000)	Latent gain that bites the trustees on a future disposal

Before 26 November 2025 this exit was tax-free. The same sale today triggers roughly £455,000 of CGT and leaves a further £1.9m of latent gain sitting inside the trust. For an ecommerce business that changes the maths in a specific way: many stores are volatile and owner-run, and the EOT price is paid out of future profits, so if trading dips after you step back the trust can struggle to fund the deferred consideration. An EOT can still suit an ecommerce business with genuinely low owner dependence, a stable team and predictable cash flow, but it is no longer an automatic tax win. Weigh it properly against a trade sale. Start with our employee ownership trust guide, and read the full post-Budget position via the House of Commons Library briefing on Employee Ownership Trusts (CBP-10437), the underlying relief in HMRC Capital Gains Manual CG67800 onwards, and the gov.uk Employee Ownership Trusts reform measure.

Getting an Ecommerce Business Ready to Sell

The work that lifts your multiple is done twelve to eighteen months before you list, not the week you go to market. In priority order for an ecommerce seller:

• Reduce owner dependence. Document your processes and delegate fulfilment, buying and customer service so the business runs without you. This is what turns an SDE-multiple store into a higher EBITDA-multiple one.
• Cut concentration. Diversify products, sales channels and suppliers so no single SKU, marketplace or supplier can sink the business.
• Fix transferability. Make sure the brand, ASINs and platform accounts are registered to the company and can move with a share sale. This is the diligence issue most likely to kill your deal, so sort it first.
• Clean the financials. Get SDE and every add-back evidenced, and make the accounts reconcile to your Amazon, Shopify and payment-processor reports. Buyers trust numbers they can tie back to source.
• Tidy inventory. Accurate stock records, clear obsolete lines, and reconcile FBA stock so the inventory payment is quick to settle.

Our checklist on preparing a business for sale sets out the data room and the value-killers to fix before you list. Because ecommerce brings sector-specific tax quirks (stock, VAT across marketplaces, overseas sales, capital allowances on equipment), it is worth having a specialist ecommerce accountant clean the numbers and model the CGT before you sign heads of terms. That is core accountant work, and it is far cheaper to fix a value-killer early than to concede it in diligence.

Next Steps

Selling an ecommerce business rewards preparation. Value it realistically on an SDE or EBITDA multiple, confirm your platform accounts and brand can actually transfer, cut your concentration risk, and model the CGT (and whether BADR or an EOT changes the number) before you go to market. Do that early and you protect both the price and the certainty of closing.

We help owner-directors plan and structure their exit, and work alongside a specialist accountant to model the CGT and BADR position on your actual figures before you sign heads of terms. To talk it through, book an exit review.

Holloway Davies provides unregulated exit and succession advisory (arranging the sale of a company by way of its shares is exempt under Article 70 of the RAO). We do not arrange, source or introduce finance, and nothing here is a personal tax recommendation. This guidance is general; have your own position modelled before you act.