SaaS Due Diligence Checklist
Twelve items every serious buyer verifies before wiring funds. Grounded in what actually kills indie SaaS deals — not a generic M&A template.
1. Live MRR verification
Screen-share into Stripe, Paddle, or RevenueCat and confirm current MRR matches the listing. Historical screenshots don't count. TrustMRR does this automatically.
2. Trailing 12-month net profit
P&L with real expenses — hosting, domains, tools, support, contractors — not just gross revenue minus Stripe fees. If margin looks north of 90 percent, ask what the seller left out.
3. Monthly churn (logo and revenue)
Under 3 percent monthly logo churn is healthy for indie SaaS. Above 7 percent, the business is a leaky bucket regardless of headline MRR.
4. Customer concentration
No single customer should account for more than 15 percent of MRR. If the top 3 customers are more than 40 percent, price the concentration risk in.
5. Traffic sources and dependencies
Where does new signup traffic come from? SEO, paid ads, one big content partnership, a single subreddit? Concentrated acquisition channels are the highest post-sale risk after concentration.
6. Tech stack transferability
Any bus-factor-of-one dependencies (custom infra, one contractor knows the codebase, unusual DB)? Confirm domain, hosting, DNS, source repo, and payment processor can all be transferred cleanly.
7. Refund and chargeback rate
Above 2 percent chargebacks is a payment processor risk — Stripe can freeze the account after transfer. Ask for a 12-month dispute history.
8. Terms of service and privacy compliance
GDPR, DPA, subprocessors list, cookie consent. A missing DPA won't kill the deal but will kill your first enterprise sale.
9. Legal and IP
Trademark ownership, domain in the seller's name, no third-party code with restrictive licenses baked into the product.
10. Team and support workload
Hours per week the seller spends. If they say '2 hours' but the support inbox shows 40 tickets a week, do the math again.
11. Growth trajectory (last 12 months)
MRR curve month-by-month. Flat is fine at the right multiple. Declining needs a story. Growth needs to be organic, not one-off partnership spikes.
12. Post-sale transition scope
Written scope: 30-60-90 day handoff, seller support hours, whether they'll re-do broken workflows. Bake this into the purchase agreement.
Skip item 1 — every listing on Startup Index is already TrustMRR-verified.
MRR is pulled live from Stripe, Paddle, or RevenueCat before it ever shows on a listing card. That's the single most time-consuming diligence step, done before you inquire.
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Frequently Asked Questions
How long should SaaS due diligence take?
For sub-$100k indie SaaS: 1–2 weeks from LOI to close is typical. Above $250k: 3–6 weeks. Slower than a website flip because verification of live revenue, churn, and dependencies takes back-and-forth with the seller.
Do I need a lawyer for a small SaaS acquisition?
For anything above $25k, yes — a template asset purchase agreement plus a lawyer review costs $500–1,500 and prevents the most expensive mistakes (missing IP assignment, weak non-compete, no seller reps and warranties).
What's the #1 thing indie buyers miss?
Customer concentration. A $5k MRR SaaS with one $2k/mo customer is really a $3k MRR SaaS with contract risk. Always request a top-10-customer breakdown before signing.
How is verification different on Startup Index?
Every listing on Startup Index ships with TrustMRR verification — MRR is pulled live from the seller's Stripe, Paddle, or RevenueCat, so item 1 on this checklist is already done before you inquire.
Is this checklist enough for a broker-scale deal?
For deals above $500k, add: SDE normalization, working capital adjustment, non-compete drafting, escrow structure, and a formal quality-of-earnings review. Brokers (FE International, Empire Flippers, Quiet Light) typically handle this scope.