When selling a SaaS company, a buyer not only looks at revenue and growth. An important part of the value of the company lies in the quality and transferability of the software and the maturity of the development organization.
A tightly organized development process, careful risk management and demonstrable future-proofing often make the difference between a good and an excellent exit.
Technical debt
A buyer expects the core of the product to be stable and scalable. This requires a clear product vision and a realistic roadmap for the next twelve to eighteen months. Understanding priorities and choices made is crucial. A well-documented architecture and a clear overview of the most important components and data flows give confidence. In addition, reliable performance and load tests show that the platform can grow along with customer demand. Built-in security from the first phase also plays an important role in evaluating the product.
Every organization has to deal with technical debt. Buyers do not expect this to be zero, but they do expect insight and transparency regarding the size, impact and plans to reduce it. An up-to-date registry that tracks this reinforces trust. Furthermore, code quality, the extent of test coverage and documentation of architecture decisions are important signals that the organization has established its software development maturity and professionalism.
Predictable development
In addition to its own code, almost every company uses open source and external software. This offers many advantages, but also involves risks. Therefore, mature license management is indispensable. A buyer wants to be able to see that a complete overview of used components is available per release, that periodic scans are performed for licenses and vulnerabilities, and that contracts with suppliers are set up in such a way that portability in the event of a takeover is guaranteed.
For open-source code, it is important that agreements regarding intellectual property are clear, for example via Contributor License Agreements. In this way, possible claims or uncertainties about ownership rights are prevented.
A buyer also looks at the maturity of the development process. A described software life cycle, a modern CI/CD chain with automatic quality and security checks and the use of the four-eye principle show that the organization structurally safeguards quality and security. All this signals that the company is capable of controlled and predictable development not only today, but also in the future.
Intellectual property
Security, privacy and compliance are another important area of focus. Buyers expect risks to be demonstrably and structurally managed. Certifications such as ISO 27001 or SOC, a full GDPR processing registry and independent pen testing provide the necessary substantiation. Preparation for new regulations such as NIS2 makes it clear that the company is looking ahead and addressing risks in a timely manner. Equally important is that findings from audits and pen tests are actually followed up and recorded.
Dependence on external parties can be a risk. Therefore, a buyer wants to see that core competencies are invested in-house as much as possible and that knowledge transfer is well organized where external hiring is concerned. In supplier relationships, clear SLAs, agreements on data portability, audit rights and exit clauses play a major role. This provides assurance that data and configurations will remain available in the future, regardless of corporate changes.
Intellectual property is a topic that is often discussed extensively during due diligence. It is very important that property rights are well regulated, both with employees and with contractors and agencies. Clear contracts with copyright transfer and back-to-back agreements with agencies prevent discussions about ownership.
In addition, up-to-date trademark registrations, transfer deeds for logos and a well-managed domain portfolio contribute to the certainty that all rights actually belong to the company and are transferable without complications.
SaaS exit
In summary: a successful SaaS exit requires more than financial results. Buyers attach great importance to stable technology, transparent processes and well-secured intellectual property.
By making technical debt transparent, arranging security and compliance demonstrably, and having documentation and transferability in order, a seller increases both the valuation and the speed of the sales process. This makes the company more attractive to potential buyers and creates a solid foundation for a successful transaction.
