SaaS Due Diligence Checklist: What Buyers Actually Look For

Due diligence is where deals are made or broken. After evaluating hundreds of micro SaaS businesses, we've developed a clear picture of what matters most—and what sellers should prepare before starting the process.

Financial Due Diligence

This is always the starting point. Buyers need to verify that the numbers you've shared are accurate and sustainable.

Revenue Verification

• MRR/ARR history: 24 months of monthly recurring revenue data, minimum
• Revenue by customer: Breakdown showing customer concentration
• Payment processor statements: Stripe, PayPal, or other processor exports
• Bank statements: Matching deposits to reported revenue
• Refund and chargeback history: Often overlooked but important

Churn Analysis

• Logo churn: How many customers leave each month?
• Revenue churn: What's the dollar impact of churned customers?
• Cohort analysis: How do different signup periods perform over time?
• Churn reasons: Why are customers leaving?

Expense Documentation

• Hosting costs: AWS, GCP, or other infrastructure
• Third-party services: APIs, tools, subscriptions
• Marketing spend: If applicable, CAC breakdown
• Contractor/employee costs: If you have a team

Technical Due Diligence

Buyers want to understand what they're inheriting from a technical perspective.

Codebase Review

• Repository access: Read-only access to your code repository
• Tech stack documentation: Languages, frameworks, dependencies
• Architecture overview: How the system is structured
• Technical debt: Known issues and their severity
• Test coverage: What automated testing exists?

Infrastructure

• Hosting setup: Server configuration and costs
• Database: Type, size, backup procedures
• Third-party integrations: APIs and their criticality
• Security measures: SSL, authentication, data protection

Operations

• Deployment process: How code gets to production
• Monitoring: Error tracking, uptime monitoring
• Incident history: Major outages and their causes
• Documentation: SOPs for common operations

Customer Due Diligence

Understanding the customer base is crucial for projecting future performance.

Customer Analysis

• Customer list: All active customers with signup dates and plan details
• Customer concentration: Revenue distribution across customers
• Contract terms: Monthly vs annual, cancellation terms
• Key accounts: Relationships with largest customers

Support & Success

• Support volume: Tickets per month, response times
• Common issues: What do customers ask about most?
• NPS or satisfaction data: If you collect it
• Feature requests: What are customers asking for?

Legal Due Diligence

Legal issues can kill deals or reduce valuations significantly.

Corporate Structure

• Business entity: LLC, Corp, sole proprietorship
• Ownership: Cap table and any outstanding agreements
• Contracts: Customer agreements, vendor contracts

Intellectual Property

• Domain ownership: Clear title to your domain
• Trademarks: If any exist
• Code ownership: All code written by you or properly assigned
• Open source compliance: License obligations

Preparing for Due Diligence

Start preparing 3-6 months before you plan to sell:

1. Organize financial records: Get your books in order with clear categorization
2. Document your processes: Write down how everything works
3. Clean up the codebase: Address obvious issues and add documentation
4. Review contracts: Ensure customer agreements are in order
5. Create a data room: Centralized location for all due diligence materials

The better prepared you are, the faster due diligence goes—and the more confidence buyers have in your business.