Is your SaaS ready to sell? A 14 point scorecard

Most SaaS founders discover what their company is worth to a buyer during due diligence, when it is too late to fix anything. The buyer's team rebuilds your numbers, reads your contracts, scans your code, and turns every gap into a lower price or a tougher structure. In 2025, 49 percent of Belgian deals closed below the initial offer, against 27 percent ten years earlier (Vlerick M&A Monitor 2026). The gap between the first offer and the final price is rarely bad luck. It is usually a list of points the seller could have seen coming.

Take the SaaS sale readiness scorecard: 14 questions, about five minutes, your score out of 28, your deal killers and the three gaps to fix first.

Why score yourself before a buyer does

Strategic acquirers and private equity funds do not invent new questions for each deal. They check the same few things in every SaaS file, in roughly the same order, because those things drive both the multiple and the risk. A founder who knows where the company stands on each of them can fix what is fixable, prepare an answer for what is not, and choose the right moment to start a process. A founder who does not finds out in the data room, with a deadline and an exclusivity clause running.

What the scorecard checks

The numbers

• Gross and net revenue retention. KeyBanc Capital Markets and Sapphire Ventures (2025) put private SaaS gross retention back near 90 percent. McKinsey (November 2025) found that from 2019 to 2024, top quartile NRR companies traded around 24x revenue and the bottom quartile around 5x.
• Rule of 40. Yearly revenue growth plus EBITDA margin. PitchBook (end Q2 2026): public SaaS at or above 40 traded at a 6.6x revenue median, those below at 2.3x.
• EBITDA margin. Private equity sizes its debt on EBITDA, and average debt on Belgian deals rose from 2.9x to 3.4x EBITDA (Vlerick 2026). No EBITDA, no debt package, fewer buyers.
• Gross margin, AI included. PitchBook puts the public median at 74.5 percent (2025), and lenders now write review triggers below 60 percent into software loans.
• Customer concentration, CAC payback and the ARR bridge. Buyers rebuild all three from your billing data, CRM and accounts, not from your deck.

Your house in order

• IP assignment. Code written by an employee or freelancer without a signed assignment may not belong to the company you are selling.
• Open source and AI generated code. Black Duck found licence conflicts in 94 percent of codebases audited in M&A (2026).
• Change of control clauses. A key customer, supplier or your bank may be able to walk away or renegotiate the day the company changes owner.
• Seat exposure. PitchBook calls AI seat risk a real underwriting risk, and Morgan Stanley Investment Management says about two thirds of vendors already run hybrid pricing (2026).

You and Belgium

• Founder dependency. A company only the founder can run is priced as risk, whoever buys it.
• The new capital gains tax base. Under the Belgian law of 6 April 2026, the value of your shares at 31 December 2025 becomes your tax base if it is documented by a certified accountant or auditor before 31 December 2027. Without it, a fallback formula of equity plus four times EBITDA applies. A holding of 20 percent or more sold to a buyer outside the EEA is taxed at a flat 16.5 percent.

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.
• KeyBanc Capital Markets and Sapphire Ventures, 2025 Private SaaS Company Survey.
• 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.