How Long Are You Liable After Selling a Website?

What actually keeps you on the hook

Not the business — that is gone. What stays live are the statements you made about it in the purchase agreement: the representations and warranties. These are the specific factual assertions that the revenue was what you said, the traffic was real, you owned what you sold, there were no undisclosed liabilities, and nobody else has a claim on any of it. If one of those turns out to be untrue, the indemnity clause decides who pays. That is the whole mechanism, and it is why the schedule of representations is worth more attention than the price at signing.

How long the window usually runs

It is set by the agreement rather than by a general rule, and on small online business sales it is commonly twelve to twenty-four months for general representations. Some categories carry longer or unlimited periods — title to the assets, and tax, are the usual examples, because a tax authority's own limitation period does not care what you negotiated. The specific durations are negotiable, and a seller who reads the survival period before signing is in a much better position than one who discovers it in a demand letter.

What a misrepresentation claim actually looks like

Rarely a lawsuit, at least at first. The normal sequence is a buyer noticing something — revenue below what the listing claimed, traffic that turns out to include paid or bot sources, an expense that was never mentioned — followed by a message, then a demand, then either a negotiated reduction or a claim against whatever part of the price is still within reach. Disputes at this size settle far more often than they litigate, because the cost of litigating swamps the amounts involved.

This is what a holdback is for

If part of the price was held back, that is the buyer's practical remedy and the reason the mechanism exists: money still in reach for a defined period, released if nothing surfaces. It also tells you where your real exposure sits. A seller who has already received the full amount is harder to pursue than one whose final tranche is pending, which is worth knowing when you are weighing a clean full-price close against a slightly higher offer with a holdback.

Disclosure is the defence that actually works

You cannot misrepresent something you disclosed. The single most effective protection is a complete disclosure schedule attached to the agreement: the traffic decline, the concentrated affiliate programme, the expense that only appears annually, the plugin licence in your personal name. Sellers resist this because each item feels like an invitation to renegotiate. But a disclosed problem is priced once, at closing, and a discovered one is argued about afterwards from a much weaker position.

Where sellers get caught

Four things, repeatedly. Traffic that included paid, incentivised or bot sources described as organic. Revenue stated before refunds, chargebacks or affiliate reversals. Expenses run through a personal account and left out of the profit-and-loss. And assets that were never yours to sell — a licensed theme, a stock photo without commercial rights, content written by a contractor with no assignment. The last is the most common genuine surprise, because nobody thinks of it as an ownership question until a buyer asks.

What reduces the window

Ask for it. A shorter survival period, a cap on total liability expressed as a percentage of the price, a floor below which small claims cannot be brought, and a requirement that claims be notified in writing by a specific date are all standard and all negotiable. Buyers expect the request. A seller who signs an uncapped indemnity with a long survival period on a five-figure deal has given away something valuable for nothing, usually without noticing.

Have it read properly

Survival periods, indemnity caps and the wording of each representation are the clauses that decide your exposure, and they vary by agreement and jurisdiction. This is general context and not advice. On any sale where the number matters, have a lawyer in your jurisdiction read the representations and the indemnity before you sign — that is where the money is, not in the headline price.