What buyers look for in an online business
Whether the buyer is an aggregator, a private buyer with an SBA loan or a strategic acquirer, the questions are similar.
- Is revenue real? Platform orders should tie to payouts and payouts to bank deposits, for every channel.
- Is gross margin real? Cost of goods sold should include freight-in, duties and tariffs. Tariff changes in 2025 and 2026 make this a focus. See tariffs, landed cost and COGS.
- Are add-backs supported? Seller’s discretionary earnings or adjusted EBITDA only hold up when each adjustment has evidence.
- What is the working capital? Inventory levels, payables and platform reserves affect the working capital target in the purchase agreement.
- Are there hidden liabilities? Uncollected sales tax, state filing gaps from FBA inventory, and open chargebacks. See FBA inventory nexus.
What a CPA does before and during a sale
- Clean the books. Rebuild revenue gross of fees, clear payouts, and fix inventory costing for the periods buyers will review. See catch-up bookkeeping.
- Reconcile books to tax returns. Buyers and SBA lenders compare your financials to filed returns. Differences need an explanation.
- Build the add-back schedule. Each adjustment with its amount, period and supporting documents.
- Quality of earnings readiness. We prepare the analyses a buyer’s QoE team will ask for: monthly revenue by channel, margin by SKU, customer and channel concentration, inventory roll-forward and working capital trend.
- Sales tax and state exposure review. Find and fix exposure before the buyer does, including voluntary disclosure where it fits.
- Reviewed or audited statements if needed. Some buyers or their lenders ask for them. See audit and review for e-commerce brands.
- Tax planning on the structure. Asset sale versus entity sale, purchase price allocation and timing.
We do not set or promise a sale price. Brokers and buyers set value. Our job is to make your numbers hold up and plan the taxes.
Tax basics of selling an online business
- Asset sale. Buyer and seller allocate the price across seven asset classes and each files Form 8594. Inventory is one class and generally produces ordinary income. Goodwill and other intangibles are another and are generally capital gain for the seller (IRS Pub. 544).
- Entity sale. You sell your LLC interest or corporate stock. Tax treatment depends on your entity type, and buyers often prefer assets for the tax step-up.
- Platform accounts. Shopify supports store ownership transfer. Marketplace seller accounts may not be transferable to a new owner, which affects structure. Confirm the current terms with your attorney.
- State taxes. State income tax on the gain, and possibly bulk sale or sales tax clearance rules in some states.
How it works with us
Best for: Shopify, Amazon and multichannel brand owners planning a sale in the next one to two years, or already talking to a broker or buyer.
- Free initial consultation. Tell us your timeline, channels, structure and who is advising you on the deal.
- Fees quoted upfront, in writing. Transparent, fair fees in an engagement letter before work starts.
- Readiness review. We test your books the way a buyer would and list what to fix.
- Cleanup and schedules. Reconciliations, landed cost, add-back support and working capital analysis.
- Deal support. Answer diligence requests and plan the tax side with your attorney and broker.
See also E-commerce accounting services and tax planning.
What buyers test vs what to prepare
| What buyers test | What to prepare |
|---|---|
| Revenue: platform orders to payouts to bank | Monthly reconciliation by channel for at least 24 months |
| Gross margin with full landed cost | Inventory costing with freight-in, duties and tariffs by shipment |
| Add-backs and adjusted earnings | Add-back schedule with invoices, statements and explanations |
| Inventory existence and value | Year-end counts, 3PL and Amazon inventory reports, slow-moving and obsolete review |
| Working capital | Monthly balance sheets with inventory, payables and platform reserves |
| Sales tax and state filings | Nexus study, registrations, filed returns and any voluntary disclosures |
| Books vs tax returns | Reconciliation of financial statements to filed returns |
| Platform account transfer | Platform terms reviewed with counsel; structure chosen to fit |
Expert CPAs. Personal attention.
Thinking about selling your store in the next year or two? Talk to a CPA in a free initial consultation about getting your books ready for diligence.
Frequently asked questions
Yes. Shopify lets you transfer store ownership to a buyer, and many deals also transfer the domain, brand, inventory, supplier relationships and customer list. The tax result depends on whether you sell assets or the entity, and how the price is allocated. Talk to a CPA and an attorney before you sign a letter of intent.
Most sellers work with a broker or go direct to a buyer. Marketplace accounts often cannot be assigned to a new owner under platform terms, which can push the deal toward an entity sale. Check the current Amazon terms with your attorney. Either way, buyers will test your books, margins and sales tax position.
A quality of earnings (QoE) report is an analysis, usually commissioned by the buyer or seller, of whether reported earnings are real and repeatable. For online brands it focuses on revenue to payout to bank, landed-cost gross margin, add-backs, inventory and working capital. It is not an audit.
Buyers generally accept add-backs that are clearly one-time or personal and documented, such as owner personal expenses paid by the business, one-time legal costs or a discontinued product line. They challenge add-backs that recur or lack support. Every add-back needs evidence.
It depends on the structure. In an asset sale, the price is allocated across asset classes on Form 8594. Inventory generally produces ordinary income, while goodwill is generally capital gain. In an entity sale, you sell your ownership interest. Planning before the deal can change the result.
Ideally 12 to 24 months before you go to market. That gives time to clean the books, reconcile platforms, fix inventory costing, resolve sales tax exposure and build a record of monthly financials a buyer can test.
We do not promise a valuation. Value is set by buyers and the market. What a CPA firm does is make your numbers accurate and supportable, so earnings hold up in diligence, and plan the tax side of the sale.
Sources
- IRS: About Form 8594, Asset Acquisition Statement
- IRS: Instructions for Form 8594
- IRS Publication 544: Sales and Other Dispositions of Assets
- Shopify Help Center: Change or transfer store ownership
- SBA: 7(a) loans (often used by buyers of small businesses)
General information as of October 18, 2026. Tax rules change; talk to a CPA about your situation.