How to prepare your SaaS for sale: a 90-day checklist

To prepare a SaaS for sale, clean up the revenue data so a buyer can verify it, cut the business's dependence on you, write down how it runs, and put together the documents a buyer will ask for before they make an offer. Starting about three months before you list gives you time to fix what a buyer would otherwise discount for, and a few months of clean numbers to show.

This checklist is for founders selling a small SaaS, roughly under $1M a year in revenue, without a broker. It is ordered by when to do each step, and every item answers a question buyers actually ask.

Why prepare at all instead of listing now?

Because buyers price uncertainty. Every question they can't answer from the documents, such as "is this MRR real?", "what happens if the founder leaves?" or "who owns the code?", either slows the deal or lowers the offer. Preparation turns those questions into answers you hand over on the first call. It also shortens the sale: Acquire.com reports an average of 81 days on market for SaaS deals in its latest multiples report.

Days 90 to 60: clean up the numbers

Start here, because a buyer will reconstruct your revenue from the payment provider and you want their number to match yours.

• Separate the business's money. One Stripe account (or RevenueCat project) and one bank account for this product only. If other products share them, split them now; mixed accounts are a common reason deals stall.
• Tidy the subscriptions. Cancel subscriptions that have been unpaid for months, end forgotten 100%-off coupons, and remove test customers created in live mode.
• Calculate MRR the way a buyer will. Active paying subscriptions only, annual plans divided by 12, recurring discounts applied, no trials and no one-off payments. If your dashboard says something different, know why.
• Reconcile revenue with the bank. Payouts from Stripe should match deposits. Buyers check.
• Build a simple profit and loss for the last 12 to 24 months: revenue, then every cost (hosting, tools, payment fees, contractors, ads), then profit. Mark your own salary separately; buyers add it back.
• Fix churn you can fix. Failed-payment emails, card update reminders and an annual plan option often reduce involuntary churn, and every month of better churn shows in the numbers.

Days 60 to 30: make the business transferable

A buyer is paying for a business that works without you. Show that it does.

• Write the operations manual. How to deploy, how to restore a backup, how support is handled, which recurring tasks exist and how often, and which emails or alerts need a response. Short and practical beats long.
• Reduce founder dependence. Automate the manual steps you still do, and move any customer relationship that lives in your personal inbox into a shared support tool.
• Check ownership. Make sure the domain, code repository, hosting, Stripe account and app store accounts are registered to you or your company, not to a former co-founder or a freelancer. Get written assignment of any code a contractor wrote.
• List every third-party service with its monthly cost and whether it can be transferred or must be recreated. Payment accounts in particular have their own transfer rules, so agree with the buyer how billing moves over.
• Update dependencies and fix known security issues. Buyers who look at the code notice outdated frameworks, and an upgrade they have to do is a cost they subtract.

Days 30 to 0: build the due diligence pack

Put everything a serious buyer asks for in one folder you can share after an initial call:

Document	What it answers
Verified revenue (provider access or a verified profile)	Is the MRR real?
12 to 24 months of P&L	Is it profitable, and what does it cost to run?
MRR, churn and customer count by month	Is it growing or shrinking?
Customer concentration (top 10 customers' share of MRR)	Does one customer hold the business up?
Traffic and acquisition sources	Where do new customers come from?
Tech stack and architecture overview	What is the buyer taking on?
Operations manual	Can someone else run it?
Handover list (domains, accounts, code, data)	What exactly is included?
Terms of service and privacy policy	Any legal surprises?

For the revenue line, the strongest evidence is data read straight from the payment provider. You can give each buyer a read-only Stripe key, or connect it once to a service that shows verified MRR publicly. That avoids sending screenshots, which buyers have learned not to trust (see how buyers verify a startup's revenue).

What should you decide before talking to buyers?

Decide these before the first call, so you aren't negotiating against yourself:

• Your asking price and your walk-away price. Base them on comparable listings and a multiple of profit or revenue, not on what you need from the sale.
• What is included: code, domain, customers, social accounts, email list, and whether you keep anything.
• How long you will support the buyer after the sale. Two to four weeks of handover help is common for small deals; longer support is often paid separately.
• Whether you would accept an earn-out (part of the price paid later, based on future revenue) or only cash at closing.
• Your reason for selling, in one honest sentence. Every buyer asks.

What legal and tax points should you check?

This isn't legal or tax advice, but these are the points founders most often wish they had checked earlier:

• Asset sale or share sale. Most small SaaS sales are asset sales (the buyer buys the code, domain, customers and accounts), documented in an asset purchase agreement. Selling the company itself is a share sale and involves more paperwork.
• Escrow. Use an escrow service so neither side has to trust the other with money or assets first. Agree who pays the fee.
• Non-compete and confidentiality. Buyers usually ask you not to build a competing product for a period. Agree the scope and length.
• Customer data. Moving customer data to a new owner can have privacy-law implications, especially with EU customers under GDPR. Check what your privacy policy says about a sale.
• Tax. How the proceeds are taxed depends on your country, whether you sell assets or shares, and whether you sell personally or through a company. Speak to an accountant before you agree the structure, not after.

Frequently asked questions

How long does it take to prepare a SaaS for sale?

About one to three months for a small SaaS whose accounts are already reasonably clean. Longer if revenue is mixed with other products or ownership of code and accounts needs sorting out.

Should I keep growing the SaaS while I sell it?

Yes. A business whose MRR keeps rising during the sale is easier to sell and harder to negotiate down. Don't stop marketing or support because a sale is coming.

What makes buyers walk away from a SaaS deal?

Most often: revenue that doesn't match the payment provider, a few customers holding most of the MRR, heavy dependence on the founder, or unclear ownership of code or accounts. All four can be fixed or explained in advance.

Do I need audited accounts to sell a small SaaS?

Usually not. Small deals rely on payment-provider data, bank statements and a simple P&L. What buyers need is evidence they can check, not an auditor's signature.

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When your numbers are clean, connect Stripe or RevenueCat to VerifyArr. You get a public page with verified MRR, growth and churn, a valuation range from comparable listings, and a free listing with no commission when you are ready to sell.