The deciding question is whether the business still makes money. If it does, sell the whole business: buyers pay for customers and profit, and the code comes along as one asset among many. If revenue has stopped, there is no business left to sell, but the code still exists, and a code-only sale is usually the realistic way to get cash for it.
What changes hands in each kind of sale
A whole software business sale typically includes the product, the domain, the brand, the customer list and contracts, subscriptions, supplier accounts and sometimes staff. Buyers are paying for the income all of that produces. The source code is inside the deal, but it is rarely what sets the price.
A code-only sale is narrower. Odys AI Labs, the research and development arm of Odys, buys the code of software people no longer use, for cash: the codebase, its git history (commits, branches, pull requests, reviews), docs and tests, ticket exports, design files and runbooks. It uses the code for AI training and R&D, and may also work on it with research partners; the written agreement sets out exactly what rights transfer. The brand, the customers and the data stay out of it.
Eight differences that decide it
| Part of the deal | Whole business sale | Code-only sale |
|---|---|---|
| What is priced | Revenue or profit, times a multiple | The code itself: size, originality, languages, quality, history, docs and tests |
| Needs current revenue | Yes, in practice | No; it must make no money today |
| Customers and user data | Transferred to the buyer | Never taken |
| Brand, domain, product name | Transferred | Not used; the product is never relaunched as yours |
| Staff, suppliers, contracts | Often transferred or renegotiated | Not involved |
| Typical buyers | Operators and investors, via marketplaces or brokers | A direct buyer of code, such as Odys AI Labs |
| Payment shape | Lump sum, sometimes with an earn-out | Cash only, one agreed price, paid on transfer, no earn-out |
| Paperwork | Asset or share purchase, disclosures, price allocation | A written agreement assigning the code |
How business buyers set a price
Business buyers work from income. Flippa says most sites are valued on trailing profit multiplied by a market multiple, and its 2025 market report put average SaaS sales at about 2.7x annual profit and apps at about 2.4x. Empire Flippers prices a listing as a multiple of the last 12 months of net profit. Acquire.com applies a multiple to revenue or profit.
The arithmetic is simple: a multiple of zero profit is zero. That is not a judgment on the product or the code. It is just the wrong yardstick for something that has stopped trading, which is why our comparison of marketplaces and brokers against a direct sale finds that most of them turn down products with no revenue.
When selling the whole business wins
Sell the business, not the code, when:
- It still has paying customers. Even modest, steady revenue is something a business buyer can price, and the code goes with it.
- The brand and audience carry value. An active newsletter, a ranking website or a recognized name is worth more inside a running business than apart from it.
- There are contracts a buyer can take over. Customer agreements, partnerships and supplier terms only transfer as part of a business.
- You want someone to keep serving your customers. A business sale is the only route where users keep their product.
Get help on this route. Business sales involve price allocation across assets, disclosures and often an asset purchase agreement. In the US, the IRS treats a business sold for a lump sum as a sale of each individual asset, so tax depends on how the price is split. This is general information, not tax or legal advice; talk to an accountant and a lawyer.
When selling only the code wins
Sell the code alone when the business part is gone. The customers have left or been offboarded, the subscriptions are cancelled, the domain may have lapsed, and what remains is a repository. That is the typical picture after a SaaS shutdown, a failed startup or a retired product inside a larger company.
It also wins when you want to keep something back. Perhaps the company continues with a different product, or you plan to reuse the brand. A code-only sale leaves your name, brand and company untouched, because we never use them. And because we never take databases or user records, you are not handing anyone your former customers’ data.
Ownership is the one thing to check before you start: you need to own the rights or be able to sign for the company that does. Our guide on who owns the code covers founders, employees and contractors.
What happens to customers, data and the brand in each route
This is where the two routes differ most for the people who used your product.
In a whole business sale, customers usually move to the new owner along with their accounts and data. That needs care: depending on your terms of service and the privacy laws that apply, you may have to tell customers, and the buyer takes on obligations to them. The brand continues, often under the same name, and the new owner speaks for it from then on. Data protection rules differ by country and by what your privacy policy promised, so this is general information, not legal advice; check with a lawyer before customer data moves anywhere.
In a code-only sale, none of that moves. We never take databases, user records, customer data or chat logs, so your former customers’ information stays with you to keep, archive or delete under your own policies. Any personal data that slipped into the code itself, such as real email addresses in seed files or fixtures, is removed before transfer, and we help find it. The brand stays yours, and the product never reappears under your name.
An illustration: suppose a small invoicing app closed after its founder took a full-time job. A business buyer would have had nothing to buy once the subscribers were gone. The code, its four years of commits and its test suite are still there, and selling them involves no customer data at all.
Can you do both?
Not for the same code, but often in sequence or in parts:
- Business first, then code. Try a business sale while revenue lasts. If buyers pass because the numbers are too small, close the business and sell the code.
- Split the assets. The code goes to a code buyer; the old website, if it still has traffic and links, can go to a website buyer. The Blue Ocean Websites buys websites of former businesses, which pairs naturally with a code sale.
- One product out, the company stays. A company can sell the code of a retired product line while keeping its main business and brand.
What you cannot do is sell the business and then sell its code separately. Once the business is sold, the code belongs to the buyer.
Which to choose
Ask three questions:
- Did the product earn money in the last 12 months, and does it still? If yes, start with a business sale.
- Are there customers, contracts or a brand a buyer could take over? If yes, those belong in a business sale too.
- If both answers are no, what is left? Usually the code, the history and the docs. That is a code-only sale. Get an offer, and handle the website separately if it still has traffic.
What to do next
- Write down, honestly, what the product earned in the last year and what it earns now.
- List the assets separately: code, domain, website, brand, customer data. Customer data is never part of a code sale.
- If the answer is “just the code”, request a free code valuation, or read what is in a source code purchase agreement first.
Frequently asked questions
Can I sell the code if I already sold or closed the business?
If you closed the business, usually yes, as long as you or your company still own the code and can sign for it. If you sold the business, the code almost certainly went with it, because code is one of the assets a business sale transfers. Check the purchase agreement before offering it to anyone, and ask a lawyer if the wording is unclear.
Do I have to hand over customer data in a code-only sale?
No. We never take databases, user records, customer data or chat logs. A code-only sale covers the source code, its git history, docs, tests, ticket exports, design files and documented processes. Personal data found inside the code, for example in fixtures, seed files or logs, is removed before transfer, and we help with that step.
Will the buyer of my code use my product name?
Not with us. We never use the seller's brand or name and never relaunch the product as theirs. Odys AI Labs uses the code for AI training and R&D after cleaning, and we may also work on it with research partners. Sales are confidential, and we do not publish who we buy from.
My business makes a little money. Should I sell the code or the business?
If it still makes money, it is a running business, and a business sale is the right route. We do not buy software that is still making money. Marketplaces and brokers price businesses on revenue or profit, so even small, steady income gives them something to work with. Code-only sales are for products that have stopped.
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