Answers
What gets adjusted at closing when you buy a website or small SaaS?
Short answer: Agree in the LOI how money that straddles the closing date is split. The usual items are stock at landed cost, prepaid annual subscriptions you still have to serve, payouts the seller earned but has not received, prepaid hosting and tools, and refunds on pre-closing sales. Settle them on a written closing statement through escrow.
What are closing adjustments?
The price in the letter of intent is for the business. Some money does not sit neatly on one side of the closing date: stock already paid for, subscriptions customers paid in advance, payouts the seller earned but has not received, tools paid for a year ahead, and refunds on orders taken before you owned the site. Closing adjustments settle who keeps or pays each of these, so neither side is paid twice or left short.
In larger company deals this is called a working capital adjustment. In a small website or SaaS asset sale, it is usually a short list of items on a closing statement that both sides sign. This page is a buyer's checklist, not legal or tax advice.
What usually gets adjusted?
- Inventory: for stores and Amazon FBA businesses, stock on hand at landed cost (product, freight, duties), counted close to closing, unless the price already includes a set amount. See FBA value with inventory.
- Prepaid customer revenue: annual SaaS plans, lifetime deals, paid newsletter subscriptions and courses with access still owed. The seller has the cash; you do the work. The unearned part usually comes off the price.
- Pending payouts: processor balances, ad network and affiliate earnings, and marketplace reserves for sales before closing. Usually these stay with the seller, and the agreement should say who receives them if they land in an account you now control.
- Prepaid costs: hosting, domains, software and ad credit paid in advance. Some sellers ask to be repaid for the unused part; this is negotiable, not automatic.
- Refunds and chargebacks on pre-closing sales, and bills from suppliers and contractors for work before closing. These normally stay with the seller; see the asset purchase agreement checklist.
- Orders in progress: paid orders not yet shipped, sponsorships sold but not yet run, and client work half done.
How do you calculate them?
Pick one cut-off date and time, ideally the moment the main accounts move. Then, for each item, split by time or by what has been delivered. For prepaid subscriptions, the simple rule of thumb is to credit the buyer the share of each prepaid plan still to be served. For inventory, use a stock count, not the seller's estimate, and price it at cost. Ask for the subscription list with renewal dates and the inventory list by product before you sign, so you can check the figures on the closing statement.
Do it through the escrow: the adjustments change what goes into or comes out of escrow, so there is no separate cheque to chase. Anything that cannot be known at closing, such as late chargebacks, can be settled from a holdback.
What should worry you?
- A seller who has run a lifetime deal or an annual-plan promotion just before listing. The cash is in their account; the obligation moves to you.
- No list of active subscriptions with paid-through dates.
- Inventory quoted at retail value, or with no count.
- Monthly recurring revenue that is higher than the cash actually collected each month, which can hide annual plans counted as monthly. The MRR above revenue collected flag covers this.
- The LOI says nothing about adjustments. Add a line before due diligence; see what to include in an LOI.
Run the listing through the free red-flag checker first; it catches several of these before you get to the closing statement.
What does a composite closing statement look like?
This is a composite example, not a real deal. A small SaaS sells for $48,000, closing on the 1st of the month. Forty customers prepaid annual plans of $600; on average five months of each plan is still to be served, so the buyer is credited 40 × $600 × 5/12 = $10,000. The seller has $1,900 in pending processor payouts for last month's charges, which stay with the seller. Hosting and tools are paid six months ahead at $150 a month, and the parties agree to split the unused $900 evenly, so the seller is credited $450. The buyer pays $48,000 − $10,000 + $450 = $38,450 at closing, with $4,800 of that held back for 60 days against refunds and chargebacks on pre-closing charges.
Frequently asked questions
Is inventory always paid on top of the price?
No. Some listings include a set amount of stock in the price; others add stock at cost on top. Confirm which in the LOI and agree how it will be counted.
Should I take over prepaid annual subscriptions?
Usually yes, because the customers come with the business, but you should be credited for the service still owed to them rather than paying the seller for revenue they have already collected.
Who handles sales tax or VAT on pre-closing sales?
Normally the seller, as an excluded liability in the purchase agreement. Ask a tax adviser how it works where you and the seller are based.
Sources
- FirstPass Memo, red-flag checker rules, our own rules, published as /rules.json
- FirstPass Memo, seller question bank, October 2026 (general checklist), our own questions
- FirstPass Memo, free buyer calculators, our own calculators; the formulas are on each page
Related
- Free red-flag checker
- Asset purchase agreement checklist
- What to include in an LOI
- How escrow works when buying a website
- FBA value with inventory
- Hidden costs of buying a website
- How to transfer a Stripe account
- Red flag: MRR above revenue collected
- Glossary of listing terms
- More questions buyers ask
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Composite examples are invented and labelled. Figures from other sites are quoted with a link and the date we read them; FirstPass figures are asking prices and seller-stated profit, not sale prices. Informational screening only, not investment, legal or tax advice.