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Online business diligence for SaaS, ecommerce and content

The checks that matter most when a business lives online: live account access, traffic, platforms, ownership of digital assets, code and the revenue behind the dashboards.

Start with the first group for any online business, then work through the group for its model. Where a business mixes models, such as a content site that sells its own products, use both groups.

Time needed
About 120 minutes
Last updated
Author
Loupe editorial
Reviewer
Not yet reviewed

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Every online business

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  • Screenshots and exports are easy to edit. Look at the source, not a copy.

  • Note the share that comes from search, and from any single search engine or platform.

  • Clicks falling while impressions hold steady can mean answers are being given on the results page or by AI tools.

  • Anything held in a personal name needs a clear plan to transfer it at completion.

SaaS

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Ecommerce

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Content

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General information only, not legal, tax or financial advice. Adapt the checklist to the business in front of you and take professional advice where it matters.

Guides

  • Buying an online business: SaaS, ecommerce and content compared

    SaaS, ecommerce and content businesses are sold on the same marketplaces, but they earn money differently, fail differently and are valued differently. This guide compares the metrics, risks and diligence for each.

    9 minutes to read

  • Due diligence: what to check and in what order

    A sequence for due diligence that tests what could end the deal first, while it is still cheap to find out, and leaves the detailed and expensive work until the deal looks sound.

    10 minutes to read

  • Customer concentration and why buyers discount for it

    When a few customers account for much of a business's revenue, the earnings you are buying are less certain. This guide explains how to measure concentration, why it lowers the price and how to shape a deal around a dominant customer.

    9 minutes to read

Red flags to look for

  • Traffic reliant on one search engine or exposed to AI search changes

    When most visitors arrive from one search engine, the business depends on rankings it does not control. AI-generated answers in search results can also cut clicks while rankings hold steady.

    Severity: price it inOnline and platforms

  • Recent algorithm or policy hits

    A sharp fall in traffic, sales or reach after a search update or a platform policy change. The listing's 12-month figures may still include the stronger months before it.

    Severity: price it inOnline and platforms

  • Marketplace account health warnings

    Warnings, strikes or weak performance scores on a marketplace or app store account that could lead to listings being removed or the account being suspended. Where most sales run through one account, that can stop revenue overnight.

    Severity: price it inOnline and platforms

  • Fake or incentivised reviews

    Ratings built on fake reviews, or on reviews customers were rewarded for without saying so. The reputation you think you are buying may not survive scrutiny from platforms or regulators.

    Severity: deal breakerOnline and platforms

  • Domains or accounts held in personal names

    The domain, social profiles, app store, advertising or payment accounts belong to the owner or a freelancer rather than the business. They may not pass to you unless the deal says so.

    Severity: fixableOnline and platforms

  • Code quality and security debt in software

    Software that works today but is hard to change, poorly tested, built on unsupported components or open to attack. The cost of putting it right falls on the buyer.

    Severity: price it inOnline and platforms

  • Rising churn, refunds or chargebacks

    Customers leaving faster, asking for their money back or disputing payments are early signs that revenue will shrink, often before the headline numbers show it.

    Severity: price it inCustomers and revenue

  • Customer data collected without valid consent

    An email list or customer database is only worth what you can lawfully use after the sale. If consent was never valid, part of the list, and the revenue it drives, may have to go.

    Severity: price it inLegal and compliance

  • Dependence on one marketing channel

    When most customers arrive through one ad platform, marketplace, search engine or partner, a change you cannot control can cut revenue quickly.

    Severity: price it inCustomers and revenue

  • Customer prepayments already spent

    When customers have paid in advance and the seller has spent the cash, you inherit the work of delivering without the money that paid for it.

    Severity: price it inCustomers and revenue

Other checklists

  • Diligence document request list

    The documents to ask for once terms are agreed in principle, grouped by area so the seller can fill a data room in order and you can see what is still missing.

    About 30 minutes

  • Handover and the first 30 days

    What to settle before completion and what to do in the first month after you buy, so customers, staff and suppliers stay with the business while you learn how it runs.

    About 30 minutes

Free tools

  • See a low, likely and high value from the figures you have, and whether the asking price holds up.

  • Answer about 15 quick questions about a listing to see which areas need checking.