SaaS transfers are complicated and often expensive. This is how to buy one safely.
What's transferred in a SaaS sale
- admin or owner logins
- the user database, with all user accounts and data
- the billing account (Stripe, PayPal or another processor)
- the custom domain
- source code, if it's part of the sale
- API keys for third-party services such as OpenAI or AWS
- analytics access (Google Analytics, Mixpanel)
- documentation: setup guides, API docs, runbooks
What to verify
Revenue:
- 12 months of MRR (monthly recurring revenue)
- churn rate
- revenue trend
- payment processor statements
Users:
- total registered users
- daily and monthly active users
- user growth trend
- any fake or bot accounts
Technology:
- monthly hosting costs
- monthly third-party API costs
- tech stack and dependencies
- code quality, if the source is included
Legal:
- Terms of Service and Privacy Policy
- data compliance (GDPR, CCPA)
- pending lawsuits or disputes
- intellectual property ownership
Valuation
SaaS businesses are usually priced as a multiple of annual recurring revenue (ARR). Growing products get the highest multiples and declining ones the lowest. Check recent sales of comparable businesses for current figures.
Value goes up with:
- high customer retention
- low customer acquisition cost
- a diverse customer base
- technology that's hard to copy
Using escrow
With escrow, a SaaS transfer usually runs like this:
- The buyer pays into escrow, where the money is held.
- The seller hands over all access details in the deal chat.
- The buyer checks revenue, users and technology.
- The buyer changes every password and API key.
- The buyer confirms receipt, and the payment is released.
This can take a week or two, which is normal. The money stays held until you confirm.
If revenue is inflated, users are fake or the tech is broken, open a dispute before you confirm. A human moderator reviews the evidence and decides.