Is your SaaS ready to sell? A 14 point scorecard

Most SaaS founders find out what a buyer really thinks of their company during due diligence. By then the price is on the table, the exclusivity clause is running, and there is no time left to fix anything.

This guide walks you through what buyers look at when they assess a SaaS business, why each point matters to them, and what you can do about it before you start a sale process. At the end, you can score your own company in about five minutes.

In short

• Buyers check the same handful of things in almost every SaaS sale: retention, efficiency, margins, the quality of your ARR, your legal house and how much the business depends on you.
• Every gap they find turns into a lower price, an earn out or tougher guarantees.
• Most gaps take months to fix, so the right time to look is well before you sell.

How a buyer looks at your SaaS company

Not every buyer wants the same thing. A strategic acquirer, often a larger software company in your space, buys for fit. It asks what your product, customers or team add to its own business, and how hard the integration will be. A private equity fund buys a cash flow. It wants a business it can partly finance with debt, grow for a few years and sell again, so it looks hard at profitability, retention and whether the team can run the company without you.

The two will not weigh your company the same way, and they will not reach the same price. But their questions overlap far more than founders expect. Whoever the buyer is, their team will rebuild your numbers from your own data, read your key contracts and scan your code. What they find decides how much of the first offer survives to closing. In 2025, 49 percent of Belgian deals closed below the initial offer, against 27 percent ten years earlier.

The numbers buyers rebuild

Retention: do your customers stay and spend more?

Gross revenue retention (GRR) tells a buyer how much recurring revenue you keep each year, before any upsell. Net revenue retention (NRR) adds expansion: if your existing customers grow their spend faster than others leave, your NRR is above 100 percent and your revenue grows even without new clients.

For a buyer, this is the clearest signal of product value, and it shows directly in valuations. Between 2019 and 2024, the SaaS companies with the best NRR traded at around 24 times revenue, against around 5 times for the weakest.

Before a sale: calculate both figures by customer cohort, from your billing system, and understand the reason behind every large churn.

Rule of 40: growth and margin, together

Add your yearly revenue growth to your EBITDA margin. The Rule of 40 says a healthy SaaS business lands at 40 or more. It is not a hard rule. Some investors now talk about a Rule of 50, and some buyers will pay for growth even when there is little profit. What weighs most depends on the buyer.

What the rule really teaches is that growth and margin work together. You can have more of one and less of the other: fast growth with thin margins, or slower growth with strong margins. Both can work. What does not work is a low sum. Public SaaS companies above 40 trade at close to three times the revenue multiple of those below.

Before a sale: know your sum and what drives it. Run your company for its own strategy, not for what you think a buyer wants, but make sure growth and margin add up to a significant number.

EBITDA and gross margin: can the business carry debt?

Private equity funds finance part of the price with debt, and banks lend on a multiple of EBITDA. No EBITDA means no bank financing, and fewer funds able to bid. Gross margin matters for a different reason: it shows what each euro of revenue costs to deliver. Hosting and AI usage costs now weigh on it, and buyers check that they are under control.

Before a sale: make your P&L easy to read so EBITDA is clear, and track hosting and AI costs per customer.

The ARR bridge: is your recurring revenue real?

The ARR bridge explains how your annual recurring revenue moved over a period: new customers, expansion, contraction and churn. A buyer will rebuild it from your invoices and contracts, not from your pitch deck. If their number does not match yours, every other figure you present loses credibility.

Two checks come with it. Customer concentration: if a few customers carry a large share of revenue, losing one of them changes the business. CAC payback: how many months it takes to earn back what you spend to win a customer.

Before a sale: rebuild the bridge yourself, from source data, before anyone asks for it.

The legal points that move the price

Who owns your code?

Code does not always belong to the company, especially when it was written by freelancers or before the company existed. Without a signed IP assignment, part of what you are selling may not be yours to sell. It is one of the first things a buyer's lawyers check, and one of the easiest to fix in advance.

Open source and AI generated code

Almost every codebase uses open source components, and each one comes with a licence. Some licences can force you to publish your own code or limit how you sell it. In codebases audited during M&A, licence conflicts turn up in 94 percent of cases. AI coding tools add a new question: where did the generated code come from?

Before a sale: have your codebase scanned, then fix or document what comes out.

Change of control clauses

Some contracts let the other party terminate or renegotiate when the company changes owner. If that applies to a key customer, a key supplier or your bank, the buyer sees a risk on the revenue it is paying for.

Before a sale: list these clauses in your main contracts, so you know them before the buyer does.

Per user pricing in the age of AI

If you charge per user, a buyer will ask what happens when AI lets your customers do the same work with fewer people. Fewer users can mean less revenue. Many software vendors are already moving to hybrid pricing, combining users with usage or outcomes.

Before a sale: show how much of your revenue depends on user counts, and how your pricing could evolve.

You, and the Belgian tax question

Founder dependency

If key customers, product decisions and the team all run through you, the buyer is buying a company that may weaken when you leave. That risk gets priced in, through a lower price or through an earn out that ties you to the business for years.

Before a sale: build a team that can take over the relationships and decisions you hold today.

The new capital gains tax base

Under the Belgian law of 6 April 2026, capital gains on shares held privately are now taxed. The value of your shares at 31 December 2025 becomes your tax base, so only the gain above it is taxed, provided that value is documented by a certified accountant or auditor before 31 December 2027. Without it, a fallback formula of equity plus four times EBITDA applies, which can sit well below what a SaaS company is worth. A holding of 20 percent or more sold to a buyer outside the EEA is taxed at a flat 16.5 percent.

Before a sale: if you are a Belgian resident shareholder, get that valuation done before the deadline.

How to read your score

Each question scores 2 when it is ready, 1 when it needs work and 0 when it is a risk or unknown. A buyer reads an unknown as a risk, so the scorecard does too.

• 22 to 28: most of what a buyer checks is in place. The next step is preparing the process itself.
• 14 to 21: the foundations are there, with 12 to 24 months of work on the gaps a buyer would price against you.
• 0 to 13: several things a buyer checks first are missing. Fixing them takes time, so start now.

Three answers override the total: the ARR bridge, IP assignment and founder dependency. A risk on any of them can make a buyer walk away or cut the price on its own, whatever the score. These bands and deal killers are dups analysis, drawn from our deal practice rather than published data.

The dups approach

At dups, financial and legal expertise sit in the same team, which is what a SaaS sale needs: the ARR bridge and the IP assignments get fixed by the same people who will later defend them in negotiation. Under Specialist Support we take the piece that is blocking, from a valuation for your capital gains tax base to a clean up of IP and contracts. Under Full Deal Execution we run the sale end to end, from preparation to closing.

Start with the honest picture. Take the scorecard, then book a first conversation with us to go through your result.

Sources

• Vlerick Business School, M&A Monitor 2026.
• PitchBook, Enterprise SaaS Public Comp Sheet and Valuation Guide, Q1 and Q2 2026.
• McKinsey, The net revenue retention advantage, November 2025.
• Black Duck, Open Source Risk in M&A by the Numbers, 2026.
• Morgan Stanley Investment Management, March 2026.
• Belgian law of 6 April 2026 on capital gains on financial assets, and Circular 2026/C/74 of 22 July 2026.

This article gives general information. It is not financial, legal or tax advice.