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For most founders, selling a company is a life changing event that they have had no training for. At Y Combinator, one big thing we help our startups with is navigating questions around the acquisition process. Originally, I wrote this guide for YC startups outlining what I’ve learned in my last ten years as an entrepreneur about selling startups. If you are going through an acquisition, hopefully this will be useful to you.

When to sell your startup
Similar to raising money, the best time to sell your startup is when you don’t need to or want to. Paradoxically, you are probably thinking about selling your startup as you are experiencing a lack of traction, tough competition, or difficult time fundraising. However, this is a bad time to sell your startup: you will have few bidders and be more likely to acquiesce to the demands of anyone who does show up.

The best time to sell your startup is when you have many options. These options don’t all have to be acquisition offers, they can also be venture term sheets for your next round. You might even be operating profitably and find yourself in the enviable position of confidently being able to turn down an offer. Usually, you will have these options because your startup is actually experiencing great traction; counterintuitively, the best way to “build to flip” is actually the same as building a successful company.
The following is a brief overview of the steps that go into valuing your company, garnering interest in it and navigating through the acquisition process.

Starting Acquisition Talks
Do not enter acquisition talks unless you are ready to sell your company. Negotiating an acquisition is the most distracting thing you can do in a startup: going through M&A is an order of magnitude more distracting than raising money. All of your ability to run the day-to-day operations of your company will grind to a halt. You should only enter an acquisition process if 1) you are certain you want to sell the company and 2) you are likely to get a price you will accept. Don’t talk to potential acquirers “just to see what price you can get.”

How Your Startup Will be Valued
Investors value companies based on either their financial value or their strategic value. A company’s financial value hinges on its profits and model of its future cash flows. For the vast majority of startups in tech, this will be zero. It is much more likely is that your startup will be valued based on where it fits in with the acquiring company’s short or long …