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What Buyers Scrutinise in SaaS Due Diligence and How Founders Can Prepare

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Due diligence begins after a letter of intent is signed and typically lasts 45 to 90 days, during which buyers verify the claims a seller has made. Revenue quality is usually where price reductions originate, more so than the codebase itself, with issues like messy data, missing paperwork, and heavy reliance on a few large customers being common culprits. Buyers commonly request monthly financial statements, customer-level MRR data, and churn and retention analysis, and they often rebuild these figures from raw billing exports. A practical step for founders is to prepare a month-by-month MRR rollforward covering new, expansion, contraction, and churn, tied to billing and accounting records. Further scrutiny typically covers code ownership and IP assignments, open-source licence risks, security practices, and infrastructure documentation.

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