--- title: "What questions should you ask a SaaS seller before signing a letter of intent?" url: https://firstpassmemo.com/answers/questions-to-ask-a-saas-seller-before-an-loi/ updated: 2026-10-12 publisher: FirstPass Memo (hello@firstpassmemo.com) --- Answers # What questions should you ask a SaaS seller before signing a letter of intent? Short answer: Before an LOI starts exclusivity, ask for read-only Stripe access to 24 months of MRR, refunds and failed payments, how churn is calculated, customer concentration, real monthly costs and owner hours, technical and platform risks, and exactly how the Stripe account, domains and code will transfer. Answers that change the price should come first. Updated 12 October 2026 · Figures checked against their sources on 12 October 2026 ## Check a listing now, free FirstPass Memo offers a free red-flag checker for business-for-sale listings and, during the beta, a free first-pass memo on a specific listing you send. Paste any listing below for payback, the asking multiple and its red flags. Nothing you paste leaves your browser. Open the full checker (https://firstpassmemo.com/checker/) to unlock every flag with its seller question. A letter of intent usually starts exclusivity, so you want answers that could change the price or kill the deal before you sign it. These 15 questions come from our SaaS seller question checklist (https://firstpassmemo.com/get/seller-questions-saas), grouped by what they test. ## What should you ask about revenue and retention? - Can you give me read-only Stripe access (or a live screen share) for 24 months of MRR, refunds and failed payments? - How do you calculate churn, by customers or by revenue, and what was it each month? - What share of MRR comes from the top customer and the top ten? - How many customers are on annual plans, and when do they renew? - Have you raised prices, and what happened to churn afterwards? ## What should you ask about costs and owner time? - What are monthly infrastructure, tool and contractor costs, with invoices? - How many hours a week do you spend, and on what (support, development, sales)? - Which tasks only you can do today? ## What should you ask about product and technical risk? - What does the codebase run on, and who else has worked on it? - Which third-party APIs or platforms could end the product if they changed terms? - Are there open security issues, outages in the last year or data-protection complaints? ## What should you ask about the transfer? - How will the Stripe account and customer subscriptions move to me? (Stripe's own rules apply; see transferring a Stripe account (https://firstpassmemo.com/answers/how-to-transfer-a-stripe-account-when-you-buy-a-saas/).) - Which domains, accounts, code repositories and app-store listings are included? - Will you help with handover, for how long, and is that in the price? - Why are you selling now, and what will you do next? (A non-compete covers the rest.) ## What should you do before sending the questions? Run the public listing through the free red-flag checker (https://firstpassmemo.com/checker/) first and put the questions behind any flags it raises at the top: common ones on small SaaS listings are no churn figure (https://firstpassmemo.com/flags/no-churn-figure/), ARR and MRR that disagree (https://firstpassmemo.com/flags/arr-and-mrr-disagree/), few paying customers (https://firstpassmemo.com/flags/few-paying-customers/) and under 12 months of history (https://firstpassmemo.com/flags/under-12-months-of-history/). For the full process see the small SaaS due diligence checklist (https://firstpassmemo.com/answers/due-diligence-checklist-for-buying-a-small-saas/). ## Sources - Stripe Docs, User roles (https://docs.stripe.com/get-started/account/teams/roles), read 7 October 2026 - Stripe Support, Transfer a Stripe account to a different entity due to a business sale or acquisition (https://support.stripe.com/questions/transfer-a-stripe-account-to-a-different-entity-due-to-a-business-sale-or-acquisition), read 7 October 2026 - FirstPass Memo, seller question bank, October 2026 (general checklist) (https://firstpassmemo.com/get/seller-questions-general), our own questions - FirstPass Memo, red-flag checker rules (https://firstpassmemo.com/flags/), our own rules, published as /rules.json ## Related - Small SaaS due diligence checklist (https://firstpassmemo.com/answers/due-diligence-checklist-for-buying-a-small-saas/) - How to verify Stripe revenue (https://firstpassmemo.com/answers/how-to-verify-stripe-revenue-before-buying-a-saas/) - What churn rate is acceptable? (https://firstpassmemo.com/answers/what-is-a-good-churn-rate-for-a-saas-you-want-to-buy/) - Buying a micro-SaaS (https://firstpassmemo.com/buy/micro-saas/) - Glossary of listing terms (https://firstpassmemo.com/glossary/) - More questions buyers ask (https://firstpassmemo.com/answers/) 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. ## Looking at a specific listing? Get a free first-pass memo. Paste the link, we reply within 24 hours of acceptance. Free during the beta, then pay what it was worth ($0 is fine). After the beta, your first memo is $79; human quick reviews cost $199–$390. --- FirstPass Memo is informational screening, not investment, legal, tax, accounting or valuation advice, and not an audit. Seller figures are not independently verified. 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