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SaaS and software M&A

Data room for selling a SaaS or software company

ClosingVault is a data room for selling a SaaS or software company, for any lower-middle-market deal up to $50 million. Billing exports, customer order forms, IP assignments and security policies are filed to the checklist as they arrive, CSV and Excel files stay in their own format, and buyers see only the stage they have reached.

Last updated: 2026-11-03

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What do buyers of a SaaS company ask for in diligence?

Software buyers test three things: that the recurring revenue is real, that the company owns its code, and that the product is secure.

  • ARR and cohort data

    Recurring revenue by month with new, expansion, contraction and churn, and retention by customer cohort, exported from the billing system.

  • Customer contracts and order forms

    Terms, renewal dates, pricing and service levels for the largest customers.

  • Revenue recognition

    How subscription and services revenue are recognized, and the deferred revenue schedule.

  • Code ownership

    IP assignment agreements from every employee and contractor who wrote code, and a list of the open-source components the product uses.

  • Hosting and vendor costs

    Cloud hosting bills and third-party services, which set the gross margin.

  • Security and privacy

    Security policies, penetration test reports, incident history and the security questionnaires customers have asked you to complete.

  • Product and architecture

    The roadmap, architecture documents and who maintains which parts of the code.

Where do software deals run into trouble in diligence?

Recurring revenue that doesn’t tie out. When the ARR in the pitch, the billing system and the financial statements each say something different, a buyer stops and rebuilds the number from invoices, and that takes weeks.

Code ownership is the other one. Early code written by contractors or founders before the company existed, without signed assignments, is a common finding; the standard checklist asks for IP Assignment & Invention Agreements and an Independent Contractor Schedule so the gap shows early.

How does ClosingVault handle a software company sale?

Exports stay in their own format, and the code questions are on the list.

Automatic sortingCSV and Excel exports from the billing system are filed by topic and period; exact duplicates are skipped. Automatic redactionBank and card account numbers on payment-processor and bank statements are removed, keeping the last four digits. Ask the Data RoomA buyer asks for “customer contracts” and gets the agreements themselves, filed and dated. Owner-majority LOIs and exclusivityTwo 50/50 co-founders both approve an LOI; the broker can only propose. Stage-by-stage buyer accessA strategic acquirer reads the architecture documents only after its LOI opens diligence. Checklist filingAn item that doesn’t apply, such as real property, closes only with the seller’s signed statement.

How quickly can a SaaS data room be set up?

About 3 minutes with the standard checklist. It already asks for IP Assignment & Invention Agreements, Trademark, Patent & Copyright Registrations, the Independent Contractor Schedule & Agreements, the Top 10 Customer Contracts, Information Security & Privacy Policies and the Software & SaaS Subscriptions Inventory. Add your ARR and cohort items from your own Excel list. From there it’s fully customizable for any lower-middle-market deal up to $50 million: phases and dates, who can download, and when each buyer’s access ends. The free due diligence checklist is the same standard checklist, as an Excel download.

What does it cost?

Plans start at $79 a month, billed yearly (founding price). The firm that opens the room pays. Invited buyers, sellers, owners and their teams are always free and unlimited. Every plan and price, or see ClosingVault next to seven low-cost data rooms, step by step.

SaaS and software data room questions

I own a vertical SaaS company doing $5 million ARR and a strategic acquirer wants cohort data and every customer order form. Can I upload exports from our billing system?

Yes. Upload CSV and Excel exports in batches of any size; each file is filed by topic and period and stays in its own format, even after redaction.

Contractors wrote half our code. Is IP assignment on the standard checklist?

Yes. The standard checklist asks for IP Assignment & Invention Agreements, alongside Trademark, Patent & Copyright Registrations and the Independent Contractor Schedule & Agreements.

We’re a SaaS founder team raising a Series A. Should we use ClosingVault for investor diligence?

No. ClosingVault is built for selling and buying companies; for a round you want a fundraising data room.

I’m on the buyer’s diligence team. Can I get every customer contract without browsing folders?

Yes. Ask the Data Room for “customer contracts” and it returns the documents themselves, filed and dated, from the documents you have access to.

My co-founder and I own the company 50/50. Can our broker accept an LOI for us?

The broker can only propose. An LOI is decided only when owners holding more than half of the whole company approve, so with a 50/50 split you both have to approve.

Our payment-processor statements show full bank account numbers. Will buyers see them?

No. Bank and card account numbers are removed automatically, keeping the last four digits on statements, before any buyer sees the document.

More from ClosingVault

IT services and MSPs data roomRecurring revenue by client, MSAs, vendor agreements and security posture. Professional services firms data roomRevenue by client and partner, engagement letters, utilization and E&O history. Every industryData rooms for each kind of lower-middle-market business. Lower-middle-market data roomBuilt only for selling and buying companies up to $50 million. Free due diligence checklistThe standard checklist used in ClosingVault, as an Excel download. Compare data roomsClosingVault and seven low-cost rooms on the 20 steps of a sale.

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Start your 30-day free trial: 1 active deal room, up to 250 documents, no credit card. The firm that opens the room pays. Invited buyers, sellers, owners and their teams are always free and unlimited.

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