Target keyword: SaaS acquisition due diligence checklist
SaaS acquisition due diligence checklist
Use this page before making an offer or releasing escrow funds.
Quick Answer
SaaS acquisition due diligence checklist
A SaaS acquisition due diligence checklist should verify revenue, churn, customer concentration, product usage, code ownership, infrastructure access, support burden, legal transferability, and seller claims. The goal is not to eliminate all risk. It is to know which risks remain before escrow closes.
Search and buyer fit
- Search signal
- High-intent checklist page for acquisition and escrow-stage buyers.
- Page type
- Buyer decision page, not a live marketplace listing.
- Trust rule
- Verify each listing, revenue claim, and transfer step before escrow release.
Buyer path
Browse acquisition-ready startups only after your buyer filter is clear.
TrustMRR is the partner path for startup acquisition discovery. Gptsters may earn if a referred buyer closes through TrustMRR, but every listing still needs independent diligence before escrow release.
Affiliate disclosure: Gptsters may earn 1.5% of the final escrow sale price when an eligible TrustMRR acquisition closes through this referral.
Buyer criteria
| Financials | MRR, ARR, refunds, fees, costs, and adjusted profit. |
|---|---|
| Customers | Retention, concentration, support history, and cancellation reasons. |
| Product | Usage, roadmap debt, code ownership, and technical maintainability. |
| Transfer | Domains, repos, hosting, databases, payments, analytics, and customer communication. |
Diligence checklist
- 01Verify revenue inside the payment platform, not only in screenshots.
- 02Review churn and cancellation reasons.
- 03Check customer concentration and largest-account dependency.
- 04Inspect repo ownership, deployment access, environment variables, and dependencies.
- 05Confirm domain, trademark, code, content, and data transferability.
- 06Review support inboxes, open bugs, refunds, and chargebacks.
- 07Define escrow release conditions around actual asset transfer.
Red flags
- Seller refuses read-only proof or exports.
- Revenue and active users do not line up.
- There is no clean transfer plan for payment or hosting accounts.
- Support history reveals repeated product failures.
Alternatives and next paths
Broker diligence
Useful for larger deals or buyers without operating experience.
Technical audit
Useful when code quality or infrastructure risk could change valuation.
TrustMRR
Use as a starting point, then apply this checklist before treating any listing as safe.
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Frequently Asked Questions
Revenue verification is usually first, but transferability is just as important. A business can have real revenue and still be risky if the buyer cannot receive and operate the assets cleanly.
For meaningful deal sizes, legal review is prudent. Even small SaaS deals involve contracts, IP, data, warranties, and transfer terms that can create problems later.