How to Sell an E-Commerce Store: Where to Find Buyers and How to Set a Price

JUDr. Jakub Dohnal, Ph.D., LL.M.
JUDr. Jakub Dohnal, Ph.D., LL.M.
9.4.2026 | ARROWS law firm

Selling an e-shop is not just about finding a buyer and agreeing on the price. It is a complex transaction where mistakes in valuation, negotiations, or legal documentation can easily cost hundreds of thousands of Czech crowns. In this article, you will learn how to find a high-quality buyer, the principles for valuing an e-shop correctly, and which legal and tax aspects you need to watch out for so that the transaction proceeds without unnecessary delays and financial losses.

The illustrative image shows a specialist discussing the topic of selling an e-shop.

Where to look for a buyer for an e-shop

Selling an e-shop is not like selling an ATV on a classifieds site. You usually won’t find a buyer on your own who has a serious offer. You need to search actively and know where your potential interested parties are hiding.

The target group most often consists of three types:

Competitors in the industry. Larger e-shops in your segment (clothing, electronics, groceries) are looking for new brands or channels. Reaching out directly to the management of these companies, their acquisition teams (merger & acquisition), or the owners can be the fastest route. The obstacle is that many will not allow public contact—they protect the brand. This is where a discreet intermediary plays a role.

Financial investors and capital groups. Funds focused on e-commerce or digital business are looking for assets with potential. They are ready to pay, but in return they want a detailed business plan, data audits, and follow-up services. Their decision-making process is longer, but the price is often higher.

Foreign buyers. The Czech and German e-commerce markets are very close; likewise, Polish or Austrian companies are looking for entry into the Czech market. An international sale means greater complexity—different tax regimes, GDPR regulation, VAT collection, currency risk.

Industrial or logistics groups. Companies from offline retail or logistics are building online channels. Your e-shop may be an attractive acquisition for them.

Practical ways to reach these groups:

  • Specialised brokers for selling e-shops (in the Czech Republic, for example, companies focused on M&A in IT and e-commerce).
  • Direct outreach to the management of competing companies.
  • Contacts at venture capital funds focused on retail and DTC (direct-to-consumer) models.
  • LinkedIn and innovation platforms such as AngelList or Crunchbase.
  • Consultations with attorneys in Prague who work on transactions in this segment—often they know investors.

A mistake made by first-time sellers: they wait for buyers to find them, or they approach only one potential interested party. The result? Without competition in negotiations, you can easily accept a lower price.

How to value an e-shop correctly

The price is not a random number you pick based on how much you would like to earn. It is the sum of multiple factors—and this is exactly where the biggest mistakes are made.

What goes into valuing an e-shop:

Financial performance (income and costs for the last 3 years)

The buyer will first verify how much money the e-shop actually generated. This is not revenue, but EBITDA (earnings before interest, taxes and depreciation and amortisation)—i.e., the profit you achieve after deducting the real operating costs (wages, software, marketing, logistics, warehousing).

A typical mistake: an entrepreneur adds up gross revenue and says “the e-shop had CZK 5 million in revenue.” The buyer will immediately recalculate it—including all hidden costs. If they told you at the beginning 30× EBITDA and your net margin is only 8%, the price will drop dramatically.

Practical example: An electronics e-shop had revenue of CZK 10 million last year. Costs of purchasing goods: CZK 6 million. Logistics and warehousing: CZK 1.5 million. Employee wages: CZK 1 million. Marketing: CZK 0.8 million. That leaves EBITDA of CZK 0.7 million, i.e., 7% of revenue.

If e-shops in this segment are typically sold for 8–10× EBITDA, the price will be CZK 5.6 to 7 million—not CZK 30 million.

Intellectual property and brand

Does your e-shop have a registered brand (trade mark)? Ownership rights to photos, videos, text? Original software or an app? Everything must be legally clear—otherwise the buyer cannot buy what they expect.

The buyer also considers brand equity—how loyal are customers? What is your position in SEO (search engine optimisation)? What social media channels do you have and what is their engagement?

Customers and their stability

Does one wholesale customer account for 40% of revenue? If they leave, your income collapses. Or is revenue evenly spread across thousands of small purchases? The second option is safer and more valuable.

The buyer will request a list of the top 10–20 customers and their purchase history. If they find that “revenue” can be attributed to one entity or a few individuals, the value drops steeply.

Liabilities and hidden risk

Do you have contractual obligations to suppliers? Long-term contracts for hosting services or server rental? Employees on open-ended contracts? Legal disputes?

Complaints with the Czech Trade Inspection Authority (Česká obchodní inspekce)? The buyer must know all of it—and all of it reduces the price.

Attorneys from ARROWS, a Prague-based law firm, help sellers map these risks precisely and prepare a due diligence report—documentation you can then present to the buyer with confidence.

Technical and regulatory foundations

Do you own the e-shop platform, or is it licensed/leased? Is the source code held by a third party? Do you have all the necessary licences? Is the e-shop compliant with GDPR? With data governance rules?

Missing licences or non-compliance with regulation are a warning sign (a so-called red flag) for the buyer—they will want protection and will reduce the price.

Growth potential

Which geographies can you still serve? What new product lines are you planning? What is the potential for search engine optimisation (SEO)? Can new marketing be applied to new channels?

A young e-shop with low costs and high growth potential can sell for more. A mature, stable e-shop with less room for growth may have a lower valuation.

Most common questions about valuing an e-shop

1. How will the buyer verify that your revenue is accurate?

They will request a tax audit, bank statements, accounting records, and internal analytics. Ideally, your accounting is kept transparently and you have regular audits already during operations—without that, the buyer will trust you very little. Attorneys from ARROWS, a Prague-based law firm, will ensure preparation of a due diligence package as part of the sale preparation—materials that give the buyer confidence in the quality of the information.

2. What EBITDA multiple are e-shops typically sold for?

It depends on the segment and stability. Mature, profitable e-shops typically range from 8–12× EBITDA. Fast-growing e-shops with lower margins may be valued lower—4–6× EBITDA. Startup e-shops without profit are valued based on growth metrics or content impact—this is assessed individually.

3. Can I “improve” the price by adding fictitious revenue?

No. If it is discovered that you are making up the numbers, the transaction will fall through, you will lose credibility, and you risk legal proceedings for fraudulent conduct and/or claims for defects. The buyer will conduct an audit – and an audit will uncover everything.

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Setting the sale price: How to agree with the buyer

Now that you know how to value an e-shop, how do you agree on the price with the buyer?

Three-part price

The key is to understand that the sale price is not just a single number – it is a combination of:

Base price for the assets

This is the “purchase price” – the money you receive for the e-shop as such. It includes the website, software, data, customers, and the brand.

Earn-out and conditional payments

The buyer wants assurance – which means that part of the price will be paid to you only after the e-shop achieves pre-agreed business or financial results.

Typically, the buyer “holds back” 20–40% of the price for 6–24 months and pays it out only if the e-shop meets the agreed metrics (for example, if revenues do not fall below a certain figure).

Earn-out protects the buyer, but reduces your cash flow immediately after closing. However, it is often unavoidable and is standard market practice in e-commerce M&A.

Security and deposits

Part of the money is often blocked in a special (so-called escrow) account for a certain period, usually 12–24 months, with the possibility of extension. It serves as protection in case hidden risks, defects, or disputes arise during the relevant period for which the seller is liable.

Example: You agreed on CZK 8 million for the e-shop. Reality: CZK 5 million is paid immediately, CZK 2 million as an earn-out after 12 months (if revenues do not decline), and CZK 1 million as security for 24 months.

The time factor and immediate liquidity

If you receive the money immediately (in one day), you are safe. If part of it is deferred, you take on risk. If the buyer collapses, you will not receive the earn-out.

Therefore: If security and immediate cash are important to you, you must accept a lower total price. If a higher price is important to you, you must accept higher risk and a longer wait.

Legal and tax risks in a sale

This is where the biggest problems arise. Attorneys all too often see sellers who do not realise what needs to be included in the contract – and later run into trouble.

Liability for software and intellectual property

Do you warrant to the buyer that the website and software have no legal defects? That no third-party rights are infringed (for example, someone holds a patent for an algorithm you use)? That all licences have been duly paid?

If you fail to comply, you may face litigation or a financial claim even years after the sale.

The attorneys at ARROWS advokátní kancelář will verify third-party rights and ensure so-called indemnification provisions for intellectual property infringement (an IP indemnification clause) – protection that determines who bears liability for infringement of third-party rights.

Liability for data and GDPR

You have customer data – names, addresses, purchase history. Are you selling it with the e-shop? You must have the right to transfer it and you must proceed in accordance with the GDPR.

Otherwise, you may risk a fine of up to EUR 20 million or 4% of total worldwide annual turnover (whichever is higher).

It is also necessary to ensure that the buyer does not pass the data on without consent and that the buyer has permission to process it.

ARROWS attorneys will prepare a data processing agreement and ensure documentation of customers’ consent.

Employees and their obligations

Are you selling the e-shop together with the people? What happens to their employment contracts? Is the buyer obliged to take them on? Under what conditions?

In the Czech Republic, in the event of a change of employer (under Section 338 et seq. of the Labour Code), rights and obligations arising from employment relationships transfer to the receiving employer. Employees have the right to be informed of this change.

Without the correct procedural steps, you risk the invalidity of the transfer of rights and obligations from employment relationships, lawsuits from employees, and financial penalties from the Labour Inspectorate.

The attorneys at ARROWS advokátní kancelář will ensure that employees are informed, obtain their consents (if required), and prepare an inventory of their rights and obligations to avoid disputes.

The tax aspects of the sale

What is your tax liability? Which type of sale applies? Do you have to pay income tax? How does it differ if you sell the e-shop as an individual vs. an s.r.o. vs. a joint-stock company?

In the Czech Republic, the tax regime differs fundamentally depending on whether you sell an interest in a business corporation (a so-called share deal – sale of the company as a whole) or individual e-shop assets (a so-called asset deal – sale of a set of assets such as the domain, website, software, customer database, etc.).

Share deal (sale of an ownership interest/shares):

If an individual sells, the gain from the sale of the ownership interest may be exempt from income tax if the time test is met (e.g., holding the interest for more than 5 years). Otherwise, it is taxed at 15% or 23% (for higher income) as capital income.

If a legal entity sells (s.r.o. or a.s.), the gain from the sale of the ownership interest may be exempt from corporate income tax if the conditions are met (e.g., holding at least a 10% interest for 12 months) (so-called participation exemption).

Otherwise, it is taxed at the corporate income tax rate, which has been 21% since 2024.

Asset deal (sale of individual assets):

If an individual sells in the course of business, the gain from the sale of assets is subject to personal income tax (15% or 23%).

If a legal entity sells (s.r.o. or a.s.), the gain from the sale of assets forms part of the tax base and is subject to corporate income tax (21%).

An error in tax classification means not only higher tax, but also a penalty from the tax authority.

Practical example: You sell an e-shop as an s.r.o. If you sell the ownership interest (shares) and meet the exemption conditions, you may have 0% tax. However, if the sale is structured as an asset sale (e.g., tangible assets, goodwill), the gains from that sale are subject to corporate income tax at 21%.

Without the correct classification, you think you will pay less – and then you get a surprise.

The attorneys at ARROWS advokátní kancelář, together with tax experts, will ensure proper tax structuring of the sale with regard to your legal entity and the specific composition of the proceeds.

Condition for transfer of ownership and the effective date of the agreement

The agreement must clearly state: when does each party become the owner and when does the agreement take effect? Upon signing? Upon payment of the purchase price? Upon registration (e.g., registration of the transfer of an ownership interest in the Commercial Register or transfer of the domain)?

Without this, disputes may arise as to when the sale was actually completed.

Risk table and how ARROWS helps

Potential issues

How ARROWS helps (office@arws.cz)

Undervaluing the e-shop or the risk of a lower purchase price. Without a professional valuation, you may sell the e-shop for up to 50% less than it is worth.

ARROWS attorneys in Prague help prepare a detailed valuation (business valuation report) that maps financial performance, brand value, growth potential, and customers. This gives you an objective basis for negotiations.

Hidden risks in technology or rights. Are you selling software that a third party has patented? Data without GDPR consent? The buyer’s lawyers will uncover issues during due diligence and the price will drop.

ARROWS, a Prague-based law firm, carries out a complete legal audit of the e-shop for the seller (IP audit, GDPR check, contract review) and prepares a due diligence report that prevents surprises and increases the buyer’s confidence.

Liability for data, GDPR fines. You sell customer data without proper processing or consent. The buyer notices later and you have a legal problem.

ARROWS will ensure customer consent documentation, prepare a personal data processing agreement, and ensure GDPR compliance; this protects you against fines and legal disputes.

Incorrect tax treatment of the sale. Instead of taking CZK 3 million net from the sale, you pay CZK 800,000 in taxes because you incorrectly classified the type of asset.

ARROWS attorneys, together with tax experts, will ensure proper tax structuring of the sale with regard to your legal entity and the specific composition of the proceeds.

Invalid or unclear purchase agreement. You sign an agreement you “put together” yourself—and later a dispute arises over what was actually sold and what is included in the price.

ARROWS, a Prague-based law firm, prepares a professional purchase agreement that clearly defines the scope of the sale, price, payment terms, earn-out, security, liability, and the rights of both parties; thereby eliminating future disputes.

Conflict with the buyer after closing. During the earn-out period, the buyer finds a legal defect you did not disclose or did not know about; they refuse to pay the earn-out and a dispute begins.

ARROWS represents the seller in court disputes and negotiations with the buyer; it defends the seller’s rights to the earn-out and, where applicable, enforces outstanding amounts. ARROWS’ insurance coverage of up to CZK 400 million protects your position.

Most common questions about selling an e-shop

1. Should I handle the sale with a broker, or on my own?

A broker will take 5–10% of the price, but they know buyers, know how to approach them, and have negotiation experience. If you do not have your own network or time, a broker can be worth it. If you know someone who could be the buyer (e.g., a competitor or an investor), you can save the commission. ARROWS attorneys in Prague can advise which strategy is best for your situation. ARROWS’ professional attorneys can also act as your advisor even without brokers—providing legal protection and helping with effective negotiations.

2. What is an earn-out and should I accept it?

An earn-out is a part of the price that you receive later if the e-shop achieves agreed results. The buyer uses it to protect their purchase. Yes, you should accept it—it is common practice. The key, however, is to clearly define the criteria (what revenue, what margins, how they are measured). Without a clear definition, you will later argue about whether you are entitled to the earn-out. ARROWS attorneys will ensure the criteria are defined clearly in the purchase agreement.

3. Do I have to pay tax on the sale immediately?

Tax is typically handled in the tax return in the following year (or during the year in the form of advance payments, if it is personal income tax and you have dependent income). But if you do not anticipate liquidity, you should know this in advance. ARROWS attorneys in Prague will help you with tax planning so the sale does not catch you financially off guard.

4. What happens to my employees?

In accordance with the Czech Labour Code (Act No. 262/2006 Coll.), you are required to inform them about the change of employer. Employees usually continue working for the new owner under the same conditions (unless changes are agreed). The buyer may negotiate their “redundancies” with severance pay to acquire a “clean project” without people. This depends on individual agreement. ARROWS attorneys in Prague will ensure the correct procedural steps and protect your rights as the seller against any potential employee claims.

5. How long does it take to sell an e-shop?

From first contact with the buyer to signing the agreement: 4–8 months. The simpler the e-shop and the more documentation you have prepared, the faster it is. Due diligence and legal preparation of the agreement typically take 1–3 months. ARROWS attorneys speed this up by being ready to act immediately.

6. What if the buyer discovers a “hidden defect” during the earn-out period?

If the defect was hidden (you knew about it and did not disclose it), you may face legal issues in the form of liability for defects and you risk losing the earn-out or facing a lawsuit. That is why full and truthful disclosure of all defects is important already at the due diligence stage. ARROWS, a Prague-based law firm, will help you with transparent communication with the buyer and preparation of documentation that protects your position.

Final summary

Selling an e-shop looks simple—you find a buyer and agree on a price. In reality, it is a complex transaction where a mistake in valuation, buyer selection, legal documentation, or tax structuring can easily cost tens to hundreds of thousands of Czech crowns.

The key is:

  • Proper valuation: map EBITDA, brand value, customers, risks, and growth potential—not just gross revenue.
  • A quality buyer: a lower price from a stable partner is better than a high price from a speculator who then does not pay your earn-out.
  • Legal protection: the purchase agreement must clearly define the scope of the sale, price, payment terms, earn-out, security, and liability; otherwise a dispute arises.
  • Tax preparation: an error in tax classification means not only higher tax, but also penalties from the authorities.
  • Due diligence: by mapping risks and defects in advance, you avoid surprises during the sale.

ARROWS attorneys in Prague assist throughout the entire journey—from valuation, preparation of documentation, and putting the e-shop in legal order, to representation in negotiations and at signing. Their insurance coverage of up to CZK 400 million protects your interests in the event of a dispute.

If you do not want to risk the sale of your e-shop complicating your life or receiving less than you deserve, contact the attorneys at ARROWS, a Prague-based law firm, at office@arws.cz—they will help you do it safely and efficiently.

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