Buyer Guide

The due diligence checklist.

Most acquisition mistakes happen because someone skipped a step here. This checklist covers every area that matters — financials, customers, code, legal, traffic, and operations.

Use this before making any offer. The time you spend on diligence now is orders of magnitude cheaper than discovering problems after close.

Financial verification

Confirm MRR against Stripe, Paddle, or payment processor — not spreadsheets alone
Verify trailing 12-month ARR and identify any revenue that is non-recurring
Request monthly MRR breakdown for the past 24 months to identify trends
Confirm churn rate calculation method and verify against raw customer data
Review any outstanding refunds, chargebacks, or disputed payments
Confirm net revenue retention (NRR) — ideally above 100%
Understand payment terms: monthly vs annual, any large prepayments
Review all operating expenses: hosting, tools, contractors, subscriptions
Confirm profit margin and identify any costs that will change post-acquisition
Request bank statements or payout records for the past 6–12 months

Customer analysis

Total active customer count — and how it is defined (trial vs paid)
Customer concentration: share of revenue from top 1, 3, and 10 customers
Customer contract lengths: month-to-month vs annual vs multi-year
Customer segments: B2B vs B2C, industry breakdown, geography
Churn cohort analysis: early cohorts vs recent cohorts — are things improving?
Identify any enterprise customers with custom contracts or SLAs
Review customer support ticket volume and resolution time
Net Promoter Score or CSAT data if available
Understand key customer relationships and which ones are founder-dependent

Technical review

Review code repository — access granted, not just described
Assess codebase documentation quality and inline comments
Identify any significant technical debt or unresolved architectural issues
Review test coverage — automated tests reduce post-acquisition risk
Understand deployment pipeline: CI/CD setup, how often deployments happen
Review infrastructure: cloud provider, architecture, estimated monthly costs
Identify any single points of failure in the technical stack
Confirm all third-party API dependencies and their reliability / cost
Review security practices: authentication, data encryption, vulnerability history
Confirm codebase ownership — no former contributors with IP claims

Traffic and marketing

Verify organic traffic via Google Search Console access — not just Analytics
Identify traffic sources and concentration risk (SEO vs paid vs referral vs direct)
Review backlink profile for any thin or low-quality links that could create SEO risk
Understand paid acquisition: CAC, ROAS, and whether campaigns are profitable
Review any affiliate or partnership programs and their terms
Confirm domain ownership and registration expiry
Review social media presence and community assets being transferred
Understand content assets: blog, documentation, SEO pages — who owns them

Legal and contracts

Confirm business entity structure and what exactly is being transferred
Review all customer contracts for transferability clauses
Identify any non-compete or non-solicitation obligations on the seller
Confirm trademark and domain ownership — no third-party claims
Review software licenses used in the product — open source compliance
Check for any outstanding litigation, regulatory action, or disputes
Review contractor and employee agreements — IP assignment clauses
Confirm GDPR / CCPA compliance posture and data processing practices
Review Terms of Service and Privacy Policy for any unusual provisions
Confirm there are no undisclosed revenue sharing or equity agreements

Operational continuity

Document all tools, subscriptions, and accounts required to run the business
Identify which accounts are tied to the seller's personal identity or email
Understand the support process: who handles it, how, and how long it takes
Map all integrations: payment processors, email providers, analytics, APIs
Identify any contracts with vendors that must be renegotiated post-acquisition
Understand onboarding process for new customers — is it documented?
Review any outstanding feature requests or committed roadmap items
Confirm hosting and infrastructure can be transferred or access granted

Hard red flags

Any of these alone is enough to pause and investigate further. Multiple red flags in the same deal should make you walk away.

Seller refuses to provide payment processor access for revenue verification
MRR figures do not reconcile with bank statement payouts
Churn is reported as an annual figure only — hiding higher monthly rates
Revenue is heavily concentrated in 1–2 customers with no written contracts
Codebase access is delayed or given only after signing — not before
Seller cannot explain revenue trend changes month-to-month
Any undisclosed revenue sharing, equity, or prior acquisition offers
Google Search Console shows traffic drop in the 60–90 days before listing
Open support tickets that have been unresolved for weeks without explanation

What we verify on listed businesses

Every listing on StackFlippers goes through a pre-publication review. We verify key metrics, review traffic data, and reject submissions that do not meet our threshold for accuracy and quality.

That said, we are not auditors. We verify what is verifiable and flag what is not. Buyers should treat our verification as a first filter — not a substitute for their own due diligence.

If something in a listing does not add up or you want access to deeper data before making an offer, contact us directly. We can facilitate NDA-protected conversations and structured data room access for serious buyers.

Browse verified listings

Every listing on StackFlippers has been reviewed before going live. Start with a business you believe in — then run the checklist.