The Ultimate SaaS Due Diligence Checklist for Sellers (2026 Edition)
A comprehensive due diligence checklist for software company sellers — what buyers will ask for, and how to prepare your data room before the process starts.
Due Diligence is the "exam" you must pass to sell your company. For software founders, this process is particularly rigorous. Buyers won't just look at your bank statements; they will look at your code architecture, IP ownership, and churn cohorts.
Being unprepared for diligence is the #1 reason deal values drop (the "re-trade") after a Letter of Intent is signed. Use this checklist to organize your Data Room before a buyer ever asks.
1. Financial Diligence (The Numbers)
- Monthly P&Ls (3 Years): Must be on an accrual basis.
- ARR by Customer: Anonymized dataset showing start dates, renewal dates, and upsells.
- Churn Analysis: Gross and Net Retention rates by cohort.
- CAC Calculation: Detailed breakdown of Sales & Marketing spend vs. new ARR booked.
2. Technical Diligence (The Code)
- Open Source Audit: List of all open source libraries used (Black Duck / FOSSA reports).
- Architecture Diagram: Visual map of your stack, servers, and data flow.
- Security Audits: Penetration test results and SOC 2 compliance reports (if applicable).
- Technical Debt Log: Honest assessment of what needs refactoring.
3. Legal & IP Diligence (The Ownership)
- IP Assignment Agreements: Signed forms from 100% of employees and contractors (past and present) assigning code ownership to the company. (Critical: This is a common deal killer).
- Customer Contracts: Copies of all Master Service Agreements (MSAs).
- Cap Table: Fully diluted ownership structure, including options and warrants.
4. Sales & Marketing (The Engine)
- Pipeline Report: Weighted forecast of future deals.
- Sales Team Comp Plans: Commission structures and quotas.
- Competitor Analysis: Honest breakdown of where you win and lose.
Get the Full "Exit Ready" Audit
This checklist is just the beginning. At iMerge Advisors, we run a "Predictive Diligence" process for our clients—identifying and fixing these issues before we go to market.
Don't let a paperwork error cost you millions. Contact us to prepare your Data Room correctly.
This is part of our coverage on the M&A process and due diligence in the Founder's Exit Guide.
Michael Gravel has led 150+ software, SaaS, and AI company exits over 26 years as Managing Partner of iMerge Advisors. He specializes in sell-side advisory for founder-led and bootstrapped SaaS and AI companies in the $3M–$50M ARR range, with particular focus on AI valuation positioning, recapitalizations, and competitive auction processes that maximize founder outcomes. Full bio →
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