SaaS acquisition due diligence checklist
A 47-item due diligence checklist for buying a SaaS business — financial, technical, legal, customer, and AI-specific.
- Financial reconciliation is 60% of the value of diligence. Do it first.
- Every red flag either becomes a price cut or a deal-killer — nothing in between.
- AI products need six extra items on the checklist (see below).
Financial (14 items)
24 months P&L reconciled to Stripe. Cohort retention by month. Refund and chargeback rate. Discount codes and effect on ARPU. Free-plan-to-paid conversion. Deferred revenue at close. Recurring vs one-off breakdown.
Technical (12 items)
Dependency audit, security scan, uptime last 12 months, backup/DR plan, incident log, deploy pipeline demo, secrets inventory, hosting bills for last 6 months.
Legal (9 items)
IP assignments for every contractor. Data-processing agreements. GDPR/CCPA posture. Trademark status. Any open disputes. Founder non-compete scope.
AI-specific (6 items)
Inference cost per active user. Model provider contracts. Rate-limit exposure. Eval suite. Prompt/version control. Data-training rights on customer inputs.
FAQs
2–4 weeks for micro-SaaS, 4–8 weeks for mid-market. Longer than that and momentum dies.
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