What does a buyer check before making an offer?
The short answer
Before offering, a buyer checks revenue at source rather than in screenshots, rebuilds your cost base, tests churn and customer concentration, works out how much of the business depends on you personally, and reviews the stack for transfer risk. Anything they cannot corroborate, they discount.
What is a buyer actually trying to establish?
A buyer is establishing two things: that the trailing profit is real, and that it continues after you leave. Everything they ask about at the $50,000 to $150,000 level maps back to one of those. Questions that feel intrusive are almost always one of the two wearing different clothes, and treating them as hostile is the fastest way to lose a serious operator.
The second question is the one founders under-prepare for. Proving last year happened is arithmetic. Proving next year happens without you is evidence about how the business runs, and that evidence has to exist before anyone asks.
How do they check the revenue?
They check revenue at source, which means read-only access to the account where customers actually pay. Screenshots start the conversation and never finish it, because a figure in an image cannot be reconciled against a bank balance. A buyer will reconcile three things and expect them to agree: processor revenue, the money that reached your bank, and the profit and loss you supplied.
They also look at revenue shape rather than only total. Twelve flat months read very differently from four strong months attached to eight weak ones, and a single large annual payment sitting in one month gets tested hard. Expect questions about refunds, failed payments and any month that breaks the pattern.
What do they check on the cost side?
They rebuild your cost base from scratch and add back the costs you removed. Every add-back in your SDE calculation gets a question attached, and the question is always the same: does the next owner still have to pay this? Your own salary comes out legitimately. The contractor who handles deployments does not, unless the buyer intends to do that work themselves.
Two costs get scrutinised more than the rest. Support time, because founders rarely cost their own hours, and anything paid from a personal card that never reached the accounts.
What do they check about the customers?
They check retention, concentration and tenure, because those decide how much of the trailing profit survives the first year of new ownership.
| What they examine | What they are looking for | What a poor answer costs |
|---|---|---|
| Monthly churn | A stable rate, and whether it is worsening | A rising rate caps the multiple near the bottom of the range |
| Customer concentration | Any single customer above roughly 20–25% of revenue | Half a turn of multiple or more |
| Acquisition channel mix | Whether one channel produces most of the signups | Half a turn, and harder questions about growth |
| Customer tenure | How long the average account has been paying | Short tenure reads as an unproven product |
| Contract terms | Notice periods, assignment clauses, anything needing consent | Consent requirements can delay or reshape a transfer |
Concentration is worth flagging yourself. A buyer who discovers a customer worth a third of revenue in week two of diligence has learned something about the number and something about you.
How do they test whether it runs without you?
They ask what you did last week, in detail, and then price whatever you describe. If the honest answer includes support tickets, sales calls and a manual deployment, the buyer is either doing that work or hiring for it, and the cost comes out of the profit they can expect. The cleanest evidence you can offer is a fortnight where you did not touch the business and the numbers did not move.
Where the customers come from matters as much as who serves them. Revenue arriving through organic search, an established integration or word of mouth transfers cleanly. Revenue arriving because you post under your own name does not transfer at all, and experienced buyers discount it to near zero rather than arguing about it.
What do they check in the product and stack?
They check whether the stack can be moved without breaking, which is a narrower question than whether the code is good. Personal accounts, undocumented environment variables, a single deployment path only you know, and licences that cannot be reassigned all register as transfer risk. A buyer cannot size risk they cannot see, so they price it high by default.
They will also want to know what a contractor built and whether the intellectual property was assigned in writing. Unassigned work by a third party is one of the few issues at this size that can stop a transfer outright rather than merely reduce the price.
What do they check about you?
They check whether your account of the business matches the evidence, and whether your reason for exiting holds together. Nobody expects a noble motive. Boredom, a new project and wanting the money are all perfectly ordinary answers, and a rehearsed non-answer is more alarming than any of them.
Consistency does the rest of the work. Figures that shift between the listing, the call and the data room turn a pricing conversation into a credibility one, and credibility conversations rarely end in an offer.
What ends a conversation fastest?
Three things end buyer conversations faster than a low number: revenue that cannot be corroborated at source, an asset the seller does not clearly own, and a founder who declines read-only access on principle. None of them are recoverable by negotiation. A buyer who cannot check something assumes the worst version of it, and at $50,000 to $150,000 there are other listings to look at.
Be wary in the other direction too. A buyer pushing to complete without diligence, or proposing to pay in parts over time, is offering you a different and worse transaction than the clean upfront transfer this band runs on.
Related: due-diligence-for-a-100k-deal, do-i-need-to-show-stripe-data, why-is-my-valuation-lower-than-expected
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