SaaS Exit Readiness Checklist and Score for 2026

This checklist shows you what a buyer will check before they pay, so you can fix the problems early. Each problem a buyer finds costs you time or money, often as a lower price. And buyers are checking harder. In a 2026 survey of 150 advisors who sell companies for owners, 73% expected more detailed reviews. That survey came from SRS Acquiom, a firm that handles the payments when companies are sold.

So score yourself first. You rate 10 areas from 0 to 2, such as your financial records, your contracts and who owns your code. Add up the points to find your next step. A total of 16 or more means you can hire an advisor to sell now. If you land between 10 and 15, spend up to a year on fixes first. Below 10, you need about 2 years. After that, you get the 8 categories in the full checklist, the 5 stages a SaaS company passes through, and free tools for each one.

How buyers judge SaaS exit readiness

A buyer does not pay for what you say. They pay for what they can check.

Here is the mechanism behind every item on this page. Before a buyer wires money, they spend weeks testing your claims. That testing is called diligence, which is simply the buyer checking your numbers, contracts and code against what you told them. Whatever they cannot confirm, they treat as risk. Risk comes back to you as a lower price, or as part of the price held back until later.

That means readiness is not a feeling, and it is not a nice pitch deck. It is how much of your story a stranger can confirm from documents alone. A ready company hands over proof. A company that is not ready hands over a list of things to argue about.

One risk is new this year. In a June 2026 survey of more than 200 investors, acquirers and software CEOs, Software Equity Group found that 85% named AI making software easy to copy as the biggest risk to a software company’s value. In the same survey, 63% said the companies they looked at in 2025 used AI only in a limited way. So few sellers have a strong answer yet, and a clear one sets you apart. Expect a question about why an AI tool cannot replace your product, and have an answer with numbers behind it.

The Exit Readiness Score: rate yourself in 15 minutes

Score each area 0, 1 or 2. Be honest. A buyer will score it for you later, with less patience.

Gross revenue retention is the share of last year’s revenue you kept from existing customers, before any upgrades. The bars in this table come from our free SaaS Sellability Checklist, set at the level buyers expect from a company with $500,000 to $2 million in yearly recurring revenue. If you are smaller or larger, the stage sections below show how each bar moves.

Now read your total:

• 16 to 20: you are ready to talk to advisors now. Fix the 1s while the sale runs.
• 10 to 15: you have 6 to 12 months of work. Start with any 0 in areas 1, 2, 3 or 6, because those take the longest to fix.
• Under 10: plan on about 2 years before you go to market. Use the time to move the slow numbers, like retention and how much the company depends on you.

Why the slow areas come first

Some fixes take an afternoon. Others take a year of new data. The order matters because the slow ones decide your timeline.

Retention proof is the clearest case. If you start measuring properly today, you need months of clean data before the table means anything. A buyer will rebuild it from your billing system anyway, as we explain in our guide to how buyers read cohort retention. Start the measurement now, even if you plan to sell in 3 years.

Code ownership is slow in a different way. Under the rules the U.S. Copyright Office describes, work you pay a contractor to create belongs to you automatically only in 9 narrow categories, with a signed agreement. Software is not one of them. So code a contractor wrote years ago may still belong to that contractor. Buyers know this, which is one reason the technology review now takes the most effort: in the same SRS Acquiom survey, 51% of the advisors called it the most demanding part of the whole check. The fix is a 1 page signature, but you have to find the person first. Do it before a buyer asks.

Your own role is the third slow area. A company that stops when you leave for a month is a company where the buyer is really buying you. Fixing that means writing down how things work and handing real decisions to someone else, which takes months to prove.

The fast areas are the ownership records, trademarks and most of the legal cleanup. They matter, but they can wait until the last quarter. Our guide to cleaning up your cap table before a sale covers the usual ownership problems, and our 12 month presale checklist puts the rest in order month by month.

The 8 categories buyers check

The score above covers the 10 areas that cost founders the most. The full SaaS Sellability Checklist goes wider. It sorts everything a buyer tests into 8 categories, and the bar in each one rises as your company grows. A $300,000 company and a $10 million company face the same questions, with different answers expected.

Most items are worth 1 point. 8 items are worth 2, because they move the price the most. If your stage edition says you are not yet ready, it tells you to start with financial quality and the owner and team category. Buyers stop reading when those fail.

1. Financial quality

This category asks one thing: whether a buyer can trust your numbers. Under $500,000 in yearly recurring revenue, cash basis books closed every quarter are fine. Above that, buyers expect accrual books, which count revenue when you earn it, not when the cash arrives. An annual prepayment gets spread across the 12 months it covers.

The numbers in your billing system must also match your books. The checklist allows a 5% gap at $500,000 to $2 million, 2% from $2 million and 1% above $20 million. That match is a 2 point item. Your year end statements step up too. An outside accountant prepares them at first, reviews them from $2 million and audits them above $20 million. Our free Financial Reporting Best Practices guide walks through the cleanup.

2. Revenue quality

This category asks whether your revenue repeats and grows. It holds 3 of the 8 items worth 2 points: growth, gross revenue retention and net revenue retention. Net revenue retention adds upgrades back in, so it can pass 100%.

Here the bars move in 2 directions. The growth bar falls as you get bigger: 40% a year under $500,000, 30% up to $2 million, 20% up to $20 million and 15% above that. The retention bars rise. Gross revenue retention goes from 80% to 85% at $2 million and 90% at $5 million. Net revenue retention goes from 95% to 100%, then 105% and 110%. Buyers accept slower growth from a larger company, but they expect it to keep more of its customers.

The share of revenue on annual contracts rises the same way: 30% at $500,000, then 50%, 60% and 70%. Recurring revenue itself should be 70% of the total at first, 80% from $2 million and 90% from $5 million.

3. Unit economics

This category asks whether each new customer makes you money. Buyers check your gross margin, which should be 70% or more under $2 million and 80% above $20 million. They check what a customer is worth over their lifetime against what it cost to win them. The checklist wants 3 times or more from $500,000. And they check how fast you earn back that cost: under 18 months at first, under 12 months from $2 million.

Profit is a 2 point item, and the way buyers measure it changes with size. Under $2 million they look at seller’s discretionary earnings, which is your profit plus what you pay yourself. The checklist wants that margin at 30% or more. From $2 million they shift to EBITDA, a profit measure before interest, taxes and some accounting charges. From $5 million they use the Rule of 40: your growth rate plus your profit margin should add up to 40% or more.

4. Customers

This category asks how safe your revenue is if one customer leaves. Concentration is a 2 point item. Under $500,000, no single customer should pay more than 20% of your revenue. Up to $2 million, the limit is 15%. From $2 million the test widens to your top 5 customers, who should pay under 40% of revenue, then under 30%.

Buyers also check that your top 10 customer contracts let a new owner take them over. They check that support runs without you. From $5 million, they look for a customer success team that owns renewals and upgrades.

5. Owner and team

This is the owner dependence category, and it decides more sales than founders expect. The 2 point item is simple: whether you can leave with no drop in revenue or service. The checklist asks for 2 weeks under $500,000, 1 month up to $5 million and 3 months above that.

Sales has to leave your hands in steps. From $500,000, a second person closes deals. From $2 million, a sales lead owns the pipeline. From $5 million, you are in under 10% of deals. A general manager or chief operating officer should run the day to day for 6 months by $2 million and 12 months by $5 million. Our free Hiring & Operational Maturity guide covers how to build that team.

6. Product and technology

This category asks whether the product can run and grow without its first engineers. Buyers check that it is hosted in the cloud, that code ships the same tested way every time, and that a new engineer could deploy within a week from your notes. They check that every open source license in your code is listed.

Security is the bar that climbs fastest. Under $2 million, it means 2 step logins, tested backups and access control. From $2 million, buyers want a written security policy and a yearly test by outside security experts. From $5 million, they expect SOC 2 Type II, an outside audit of your security over several months. Uptime rises from 99.5% to 99.9%, and 99.95% above $20 million.

7. Market

Under $2 million, this category has 1 item: a written description of your ideal customer, with their size and average contract value. From $2 million, buyers want more. They ask how big your market is, with sources, how fast it grows, according to an outside source, and who your competitors are, with your win rate against them. From $5 million, they expect you to track about 10 recent sales of companies like yours.

8. Legal and IP

IP means intellectual property: your code, brand and data. One item holds at every size: everyone who wrote code has signed an agreement that gives it to the company. From $500,000, your trademarks should be registered and your domains held by the company. From $2 million, your top 10 vendor contracts should allow a new owner, and you need a current map of the rules you must follow, such as privacy law, plus a list of where customer data lives. Our free Legal Due Diligence Audit Kit covers each of these.

The SaaS exit readiness checklist at each stage

Your revenue decides who buys your company, how they price it and how you get paid. The checklist splits SaaS companies into 5 stages by yearly recurring revenue, with a free edition for each one. The price figures below are medians from BVR sale data, as cited in Livmo’s SaaS Exit Valuation Guide. A revenue multiple is the price divided by a year of revenue.

2 figures in this table need a word of explanation. Stages 1 and 2 show the same median because BVR groups every sale under $2 million into one band. And the stage 4 revenue median sits below stage 3. At that size, buyers price mainly on EBITDA, or on revenue together with the Rule of 40, so revenue alone tells you less.

Stage 1: under $500,000

Most buyers here are individuals, small investment funds and online marketplaces such as Acquire.com and Flippa. Some buy mainly to hire your team. They price on seller’s discretionary earnings. Most deals under $1 million pay cash at closing. Above that, part of the price often comes later, as a loan from you or a payment tied to future results.

Buyers worry most that the owner does everything, the books are not clean and nobody knows the churn. The checklist gives an example. A $300,000 product that keeps 30% of revenue as seller’s discretionary earnings sells for 2 to 4 times those earnings, or $180,000 to $360,000. Clean books, measured churn and a product that runs without you move that price the most. Get the Stage 1 checklist (32 items).

Stage 2: $500,000 to $2 million

Buyers now include search funds, which are investors who raise money to buy and run one company, and small companies in your market. Pricing starts to move from seller’s discretionary earnings toward EBITDA. Buyers usually pay 60% to 80% at closing. The rest comes as a loan from you or a payment tied to results.

The worries are sales that only the founder can close, revenue that does not match the books, and a single engineer. The checklist’s example is a $1.2 million company that keeps 35% of revenue as seller’s discretionary earnings, with gross revenue retention over 80%. It sells for $1.7 million to $3.4 million. Growth above 30% and net revenue retention above 100% push you to the top of that range. Get the Stage 2 checklist (50 items).

Stage 3: $2 million to $5 million

This is the first stage where private equity firms and larger companies in your market compete for the deal. A private equity firm buys companies with money pooled from investors, often to add to a company it already owns. The median price is 3.26 times revenue, and the top quarter of deals reach about 7 times. Buyers pay 70% to 90% at closing. Private equity buyers often let you keep a share of the company.

The worries are no second in command, too much revenue in a few customers, and gaps in security. The checklist’s example is a $3.5 million company with 25% growth, 90% gross revenue retention and a general manager in place. It can expect $10 million to $15 million. Without that general manager, buyers move part of the price into payments tied to future results. This edition is the longest. Get the Stage 3 checklist (62 items).

Stage 4: $5 million to $20 million

Buyers here are private equity firms looking for a first company in your market, larger companies and growth investors. They price on EBITDA, or on revenue with the Rule of 40. The median is 16.9 times EBITDA, or 2.9 times revenue. Companies with top growth and retention get more than 9 times revenue. You get cash at closing, but private equity buyers often ask you to keep 10% to 30% as shares, and 5% to 10% of the price is held back for a set time to cover problems found later.

Buyers run a full process, with an accountant’s report on your profit and a legal review. They worry about gaps in the leadership team, forecasts that miss, a missing SOC 2 audit and a thin customer success team. The checklist’s example is an $8 million company that meets the Rule of 40 with 95% gross revenue retention. It can expect $25 million to $50 million. This edition folds the basics of stages 1 to 3 into 4 foundation items. Get the Stage 4 checklist (56 items).

Stage 5: over $20 million

Buyers are large private equity firms, public companies and large companies owned by private equity. BVR has no separate price data above $20 million, so the checklist uses the stage 4 numbers as a floor and public companies like yours as a ceiling. Sales at this size run as an auction led by bankers.

Price depends on growth, net revenue retention and recent sales in your category more than on any single checklist item. The worries are audit quality, leadership depth, how you compare with similar companies, and how hard you are to merge into the buyer. The checklist items here keep the price intact while buyers check you. Get the Stage 5 checklist (56 items).

When to hire a sell side advisor

A sell side advisor is the person who runs the sale for you: they find buyers, run the process and negotiate. Your score tells you when to bring one in.

1. Score 16 or more and you want to sell within a year: talk to advisors now. The sale itself takes most of a year.
2. Score 10 to 15: talk to 2 or 3 advisors now for advice, but do not sign yet. Fix the slow areas first.
3. A buyer contacts you before you are ready: talk to an advisor before you reply. One interested buyer sets the price. Several set a better one.
4. Under 10: you do not need an advisor yet. You need a plan. We explain why 18 months out is the right time to start those conversations.

Timing matters because the buyer’s checks are getting longer. In the SRS Acquiom survey, 1 in 5 advisors said those checks now take longer than they did 2 years ago. Of that group, 57% put the extra time at 1 to 3 months. A sale that someone runs on purpose keeps that time short and keeps more than one buyer interested. If you need help choosing who runs it, our ranked list of SaaS M&A advisory firms scores 11 of them on public evidence.

Free SaaS exit readiness resources

Everything in this guide comes from tools we give away. They all live here in one place. The checklists are direct downloads, with no form to fill in.

The SaaS Sellability Checklist

Pick the edition that matches your yearly recurring revenue. Each one opens with how buyers at your size value you, who buys, typical deal terms and the top concerns. Then comes your checklist, with the benchmark for every item, why buyers care and what to strengthen. You add up your score, and the last pages show what changes at each later stage.

• Master checklist, all 5 stages: every stage side by side on one page. Use it to see how each bar rises ahead of you.
• Stage 1, under $500,000: 32 items. The fewest, because buyers at this size test the basics: clean books, churn and a product that runs without you.
• Stage 2, $500,000 to $2 million: 50 items. Adds the billing match, annual contracts, a second person who closes sales, and the first technology checks.
• Stage 3, $2 million to $5 million: 62 items, the most of any edition. Adds the market section, a general manager, vendor contracts and security policy.
• Stage 4, $5 million to $20 million: 56 items. Folds the basics into 4 foundation items and adds SOC 2, a leadership team and an accountant’s report on your profit.
• Stage 5, over $20 million: 56 items. The highest bars: audited statements, 110% net revenue retention and 99.95% uptime.

The Exit Engineering repo on GitHub

For the HTML version, the PDFs or the raw data, go to our exit engineering repo on GitHub. It holds every edition as a web page and a PDF, plus checklist.json, the full checklist as data: every item, benchmark and point value for each stage, and the scoring bands.

The SaaS Valuation Calculator

Our SaaS valuation calculator turns your metrics into a price range. It is free. You sign up once so it can track your value over time, which shows you whether your fixes are moving the number.

The Exit Readiness Academy

Our Exit Readiness Academy has free guides for the categories that take the most work:

• Financial Reporting Best Practices, for financial quality.
• Hiring & Operational Maturity, for owner and team.
• Legal Due Diligence Audit Kit, for legal and IP.
• Buyer Profile & Pros/Cons Guide, for knowing who will buy at your stage.

Frequently Asked Questions

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