Startup Shutdown Checklist: How to Sell Code, Data, and Other Assets

A startup shutdown leaves decisions about code, data, contracts, domains, equipment, and other assets. Start by recording what the company controls and what should happen to it before accounts close and the team leaves. Some assets may have buyers; others need to be retained, returned, terminated, or securely disposed of.

For code and data that AI teams could use, DataVendor gives you a way to reach possible buyers. The deal also needs to fit the company's shutdown plan, including its rights, approvals, and deadlines. Work with the people handling the closure from the start.

Key takeaways

• Preserve your assets before employees leave, accounts close, or you file for dissolution.
• Verify what you own and can transfer, then give every asset an approved next step.
• Your production code may still interest technical buyers even when nobody wants the operating company, but a sale must justify the time and cost.

Preserve assets before access and context disappear

Preserve the materials a buyer would need before employees leave or you cancel company accounts.

• Assign one person to own the process and record where each asset lives, who controls it, and who can access it.
• Export repositories, engineering history, contracts, and other records from systems you plan to cancel.
• Keep administrative control of critical source-control, cloud, domain, and documentation accounts until the required records are in storage your company controls.
• Keep credentials, secrets, and restricted customer information out of general diligence materials.

Before removing access, make a controlled copy of anything you are allowed or required to retain.

Inventory the assets and choose a next step

Assign an owner to the inventory and record who controls each account or asset. Access alone does not establish ownership or permission to transfer it.

Use the inventory to compare a whole-business transaction with separate asset sales. An acquihire may focus on the team; confirm which assets, if any, it includes. A technical buyer, domain buyer, and equipment buyer will need different information.

Set a budget and deadline for exploring sales. Ask the people managing the shutdown to review approvals, creditor claims, tax questions, and retention duties. Give unsold assets an approved next step rather than leaving accounts active indefinitely.

Decide what happens to each asset

Your assets may follow different paths. Your team may join an acquirer while your code sells separately, your contracts terminate, and required corporate records remain in storage.

Before dissolution, give every remaining asset and obligation an approved next step.

Save the code and records

Before cancelling tools, check what you need to export. A copy of the latest code can leave out the discussions and tests that explain past changes.

Store the archive securely. Record what you saved and what is missing. You will still need to check what you have permission to share.

Document how the software works

Exports save files, but they may not save the knowledge needed to use them. Ask the people who know the product to leave short notes while they are still available. Focus on details that a new owner would struggle to work out alone.

Useful notes might explain which service handles billing, why a test is skipped, or where to find the issue that led to a large rewrite. Include the commands needed to run the project and which parts no longer work. A short, accurate note is more helpful than a long document that assumes the reader already knows the system.

Try opening a few exported issues and following their links to code changes. Check whether images and attachments came with the export. If links still point to a tool you will cancel, preserve the needed records or explain the gap.

Keep an access list too. The person handling the sale needs to know who controls the archive and who can approve a copy for buyer review.

Check what you can sell

For each proposed sale, verify ownership and transfer restrictions against the inventory. Check founder, employee, and contractor assignments, third-party licenses, customer contracts, and restrictions on personal information before buyer review.

Keep the proposed sale separate from other records the company needs to retain. A buyer might want one codebase and its issue history. That does not mean it needs every customer record or company document.

Prepare an example with sensitive details removed. Describe what the buyer would receive, the earliest delivery date, and the deadline for closing a deal. This helps you focus the team's remaining time on offers that could work.

Get expert review before any transfer. This guide is not legal, tax, financial, privacy, or employment advice. Your requirements depend on your entity, contracts, assets, and jurisdictions.

Check whether an asset is ready to sell

An asset is worth marketing only when it passes five practical checks.

1. Ownership

Can you show how your company acquired the asset and the related intellectual-property rights? Repository access, possession of a file, or payment for work may not be enough.

2. Transferability

Do your contracts, licenses, privacy commitments, security obligations, liens, or consent rights restrict the sale? The answer may differ for the code, the data inside the product, and the contracts supporting it.

3. Buyer value

Does the asset solve a real problem, contain useful technical differentiation, generate revenue, hold a valuable name, or provide scarce and lawful information? What you spent building it does not determine what a buyer will pay.

4. Diligence readiness

Can a buyer understand, inspect, and use the asset without relying on knowledge that is about to leave your company? Clear documentation and a controlled diligence package make the asset easier to evaluate.

5. Wind-down fit

Is the likely outcome worth the legal cost, employee time, security work, and delay? An asset can have potential value and still be uneconomic to market during a short wind-down.

Classify each asset as sell now, preserve and investigate, or do not market. Spend your limited time on the small number of assets with real value and a clear path to transfer.

How to sell startup assets to AI labs

A first conversation does not need to include the entire archive. Prepare a short description of one codebase or dataset, with enough detail for a buyer to decide whether it fits.

For example, a closing software company might describe an internal scheduling tool. It could state the languages used, years of history, number of linked issues, and whether tests still run. It should also say which customer records are excluded and how soon a reviewed export could be ready. Use the numbers you can verify from your own files.

Explain the deadline plainly. “The engineering team is available through this date” tells a buyer something useful about preparation and support. It is better than promising a fast handoff before anyone has checked the work involved.

If a buyer wants more detail, ask what it needs to decide and assign the request to someone who can answer. Distinguish a request for setup notes from paid work to rebuild old software.

Choose a sale or license

A sale transfers ownership of the items named in the deal. A license lets the owner keep them while allowing the buyer to use them under agreed terms. A license may also leave work to do later, such as managing access or providing support.

If the company will dissolve, decide who can hold the rights and manage any lasting agreement. Have your legal adviser review that plan as part of the shutdown.

Choose a DataVendor path

Registering a codebase in Inventory lets you describe it before attaching its code. A listing fits a ready codebase or raw data ZIP with pricing and delivery details. Neither guarantees a buyer or a closing date.

Before agreeing to create new tasks or rebuild old software, confirm the scope, who will do the work, and how it will be paid for.

Compare offers and deadlines

Use the same set of questions for each serious offer. What will the company receive after costs? When is the payment due? Which events could delay it? How much team time is needed, and who will handle questions after closing?

Keep track of open questions in a shared document. Assign an owner to technical preparation, rights review, approval, and delivery. A buyer may be ready while a missing company approval still prevents the sale. Bringing those steps together helps reveal delays early.

If an offer depends on the buyer accepting the files, agree on the checks and review period. An open-ended request to make the data “good enough for training” gives the team little guidance. A defined file set, setup test, and list of known gaps are easier to work against.

A larger offer may depend on future work or later events. Compare those conditions with the company’s remaining resources. Treat repeat licensing revenue as possible future income, not cash available for the closure.

Prepare secure diligence and complete the transfer

Share enough for a buyer to evaluate the asset without exposing anything you have not approved.

• Create a sanitized diligence copy with API keys, credentials, private certificates, and unrelated customer information removed.
• Record who receives access, what they can view, and when that access expires.
• Name a technical contact and document every repository, file, domain, contract, and supporting record included in the deal.
• Confirm the required approvals and signatures, use deal documents reviewed by your lawyer, and revoke remaining access after the handoff.

Credentials are not an asset to deliver. Cloud accounts may also be nontransferable even when their configurations and operating records support the sale. Confirm the permitted handoff method for each provider and contract.

Plan the handoff

Record the exact files and versions delivered, any exclusions, and the buyer’s acceptance of the agreed package. Set a support period with a named contact; if no one will remain available, say so before signing. Close or revoke temporary buyer access when it is no longer needed.

For assets that did not sell, carry out the retention, transfer, or disposal plan with the people managing the shutdown. Make sure any remaining archive has an authorized custodian and a funded storage plan.

To offer a ready package, create a listing for your code or data, including your deadline and the work you can still take on.

Account for the proceeds before you dissolve

Money from an asset sale still belongs to your company. Record who bought what, what they paid, your transaction costs, and when delivery happened. Work with your lawyers and tax advisors to understand how the sale affects liabilities, taxes, creditors, reserves, and any eventual return of capital.

Do not assume you can distribute every dollar immediately. Your company may need to pay or reserve for employee obligations, taxes, contracts, professional fees, claims, and other liabilities first.

Once you have completed the approved transfers and backup plans, move forward with dissolution under the rules for your entity and jurisdictions. For a general United States overview, see the SBA guidance on closing or selling a business and the IRS closing-a-business checklist, then get advice specific to your company.

Example 30-day asset-sale timeline

Thirty days is a planning example, not a universal legal or deal deadline. Adjust it to your runway, obligations, buyer interest, and advisors' guidance.

Week 1: Preserve and inventory

Secure critical access, export engineering and business records, assign an owner to every asset, and stop irreversible deletion. Build a complete inventory with a planned next step and list of open questions for each asset.

Deliverable: Preserved assets and a named owner for each decision.

Week 2: Clear rights and prioritize

Collect assignments, contracts, licenses, lien information, and consent requirements. Apply the five readiness checks and decide which assets you will market.

Deliverable: A short list of sale candidates, an approval plan, and a backup plan for everything else.

Week 3: Approach buyers and prepare diligence

Route each sale candidate to the right buyer or venue. Prepare sanitized previews, documentation, and controlled access. Set a deadline for real interest.

Deliverable: Buyer outreach, secure diligence packages, and a firm stop date.

Week 4: Complete approved transfers or use the backup plan

Finalize deals that have cleared legal and tax review. Document delivery, payment, and access changes. For anything without a viable buyer, carry out the approved retention, termination, destruction, or abandonment plan.

Deliverable: A recorded outcome for every asset before you proceed with dissolution.

Startup asset-sale FAQ

What happens to your startup's IP after shutdown?

Stopping operations does not decide what happens to your IP. You need an approved plan based on ownership, agreements, creditor rights, and the dissolution rules that apply to your company.

Can you sell code before dissolving your company?

Potentially. You need to verify that your company owns the code, has authority to approve the deal, and can meet the relevant license, contract, privacy, creditor, and tax requirements.

Can an unprofitable startup still sell assets?

Potentially. Production code, proprietary methods, domains, contracts, brands, and other assets may have value independent of profitability. Your historical investment does not guarantee market value or a buyer.

What should you do with source code during shutdown?

Preserve the repository and its engineering record before access ends. Confirm ownership, prepare a sanitized diligence copy, and decide whether the code belongs in a company transaction, separate asset sale, required archive, or approved destruction plan.

What if nobody wants to buy your assets?

Use the backup plan for each asset. You may need to retain required records, terminate accounts and contracts, return third-party materials, securely destroy restricted information, or abandon an asset with the right approval and documentation.

Should you give a potential buyer direct repository access?

Not automatically. Start with controlled, sanitized materials. Grant broader access only after you have reviewed the ownership, confidentiality, security, and diligence terms.

If production code is one of your strongest remaining assets, start with our free codebase estimate while the repository and its engineering history are still intact.