Confirm how revenue is generated, collected, and reported. The goal is not to demand every internal document; it is to reconcile the numbers that determine price and cash needs.
Due diligence guide
SaaS Due Diligence Checklist: What to Verify Before You Buy
Due diligence is the bridge between a compelling listing and a safe handoff. Work through the same evidence categories for every opportunity, record what is verified, and keep unresolved questions visible in the final decision.
Updated August 28, 2026 · Practical guidance, not financial or legal advice.
Financial diligence
- Monthly revenue and MRR definitions, with processor or accounting evidence.
- Churn, refunds, discounts, annual plans, and outstanding receivables.
- Gross margin, hosting, tooling, contractors, support, and owner compensation.
- Taxes, liabilities, pending refunds, and commitments that survive the transfer.
Customer and market diligence
Understand why customers stay, leave, and pay. A stable customer base is easier to transfer when the value proposition and acquisition channels are documented.
- Cohort retention and revenue concentration by customer and segment.
- Acquisition source mix, paid dependency, organic demand, and channel terms.
- Top support themes, service-level promises, and contracts that require consent.
- Competitive pressure, platform dependency, and the product’s durable advantage.
Product and technology diligence
Verify that the product can be operated by a new owner. Ask for a guided walkthrough and a controlled review of the systems that matter for continuity, security, and delivery.
- Repository ownership, deployment process, environments, backups, and monitoring.
- Dependencies, licenses, secrets, third-party APIs, domains, and billing accounts.
- Security history, data access, privacy obligations, and known technical debt.
- Roadmap, release cadence, incident history, and the knowledge held by one person.
Legal and transfer diligence
Make sure the seller can transfer the assets and the buyer can use them after closing. Legal review is especially important when contracts, personal data, regulated customers, or employees are involved.
- Entity and ownership records for the code, domain, brand, content, and customer data.
- Customer and vendor contracts, assignment clauses, privacy notices, and consents.
- Open disputes, claims, intellectual-property concerns, and compliance obligations.
- A written asset inventory with acceptance criteria, deadlines, and transition support.
Turn the findings into a decision memo
End diligence with a short memo: what is verified, what is assumed, what remains open, and how each item changes price or deal structure. A “no” is a valid outcome when the evidence cannot support the operating plan.
- Verified facts and their source or date.
- Open risks with an owner, due date, and proposed mitigation.
- Offer range, escrow milestones, and conditions to close.
- First-30-days plan tied to the risks you accepted.
Frequently asked questions
How long should SaaS due diligence take?
It should take long enough to verify the assumptions that drive price and transferability. A focused checklist can move quickly for a simple business; complex contracts, data, or infrastructure may require specialist review.
What is the most common diligence blind spot?
Transferability is often under-checked. Ownership of code, domains, data rights, billing accounts, and third-party contracts matters just as much as the revenue number.
What should happen to unresolved diligence items?
Record each item explicitly and attach an owner, deadline, mitigation, or escrow condition. Do not silently convert missing evidence into a positive assumption.
Put the checklist into practice
Browse live opportunities and compare the evidence, category, MRR, and asking price before you decide what to explore next.
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