--- title: "What are the red flags when buying a small SaaS?" url: https://firstpassmemo.com/answers/red-flags-when-buying-a-saas/ updated: 2026-10-16 publisher: FirstPass Memo (hello@firstpassmemo.com) --- Answers # What are the red flags when buying a small SaaS? Short answer: The SaaS red flags that matter most are ARR or MRR figures above the cash actually collected, monthly churn above about 5%, a handful of customers or one large one, dependence on a single platform such as an app store, a founder doing all support and sales, and code or accounts that cannot transfer cleanly. Verify each in Stripe. Updated 16 October 2026 · Figures checked against their sources on 16 October 2026 · By Joan Murphy (https://firstpassmemo.com/about/joan-murphy/) (pen name) · How we check (https://firstpassmemo.com/methodology/) · Corrections (https://firstpassmemo.com/editorial-policy/) ## Check a listing now, free FirstPass Memo offers a free red-flag checker for business-for-sale listings and a $79 first-pass memo on a specific listing you send, paid after delivery. 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. ## What are the main red flags in a small SaaS listing? Small SaaS listings go wrong in a few recurring ways: recurring revenue figures that run ahead of the cash actually collected, churn that quietly eats the revenue base, too few customers, dependence on one platform, and a founder who is the product's only support and sales channel. Each is checkable in Stripe and with a few direct questions. - ARR above trailing revenue. If ARR is far above the last 12 months of revenue, the business is quoting a run-rate it has not yet collected. Our checker flags ARR far above trailing revenue (https://firstpassmemo.com/flags/arr-far-above-trailing-revenue/). - MRR and ARR that disagree. ARR should be about 12 times MRR; a gap means one figure is wrong or defined oddly (rule (https://firstpassmemo.com/flags/arr-and-mrr-disagree/)). - MRR above revenue collected. Failed payments, discounts and refunds can make MRR overstate the cash (rule (https://firstpassmemo.com/flags/mrr-above-revenue-collected/)). - Monthly churn above about 5%. At 5% a month you lose almost half the revenue base in a year without new sales (acceptable churn (https://firstpassmemo.com/answers/what-is-a-good-churn-rate-for-a-saas-you-want-to-buy/)). - Few customers, or one large one. Our checker flags few paying customers (https://firstpassmemo.com/flags/few-paying-customers/) and one customer above 25% (https://firstpassmemo.com/flags/top-customer-over-25-percent/). - One platform. A Shopify app, Chrome extension or API wrapper lives on someone else's terms. - Founder does everything. Support, sales and development by one person, uncounted in the profit. - Accounts that will not transfer cleanly. A Stripe account in another country cannot change country, so subscriptions may need recreating (details (https://firstpassmemo.com/answers/how-to-transfer-a-stripe-account-when-you-buy-a-saas/)). ## What does a composite SaaS listing look like through the checker? A composite Shopify review app asks $84,000 with stated MRR of $3,900, ARR of $60,000, trailing 12-month revenue of $36,000, profit of $3,100 a month and 7% monthly churn. The checker (https://firstpassmemo.com/checker/) raises several flags at once: ARR is well above what was collected, MRR and ARR disagree, churn is above 5%, the stated profit is above the average monthly revenue implied by the trailing figure, and the business depends on one platform. Composite example, not a real listing Micro-SaaS, Shopify app for product reviews Asking price: $84,000 MRR: $3,900 ARR: $60,000 TTM revenue: $36,000 Average monthly profit: $3,100 Churn: 7% monthly Business age: 18 months Owner hours: 5 hours per week Traffic sources typed in: Direct 50%, Organic search 30%, Referral 20%. What the red-flag checker (https://firstpassmemo.com/checker/) returns: a payback of 27.1 months (2.26× annual profit) on average monthly profit, and these flags: High Profit is higher than revenue $3,100 profit against $3,000 revenue. One of the numbers is mislabeled or wrong. Ask: Can you correct the P&L? Profit cannot exceed revenue. How this rule works (https://firstpassmemo.com/flags/profit-higher-than-revenue/) Medium Monthly churn 7% At 7% a month, about 58% of today's customers would be gone within 12 months without new sales. Ask: How is churn calculated (customers or revenue), and how many new customers arrive each month? How this rule works (https://firstpassmemo.com/flags/monthly-churn-above-5-percent/) Medium Depends on Shopify App Store The listing relies on a platform the buyer does not control. A policy, fee, algorithm or account change there can cut revenue quickly. Ask: If Shopify App Store changed its rules or closed the account tomorrow, what share of revenue would be at risk? Has it happened before? How this rule works (https://firstpassmemo.com/flags/depends-on-a-platform/) Medium Run-rate ARR far above the last 12 months' revenue ARR $60,000 against trailing revenue $36,000. Either growth is very recent or the run-rate is optimistic. Ask: Can you share 12 months of monthly revenue so the ramp is visible? How this rule works (https://firstpassmemo.com/flags/arr-far-above-trailing-revenue/) Medium ARR and MRR disagree ARR $60,000 against MRR × 12 = $46,800. One of them is out of date or defined differently. Ask: Which figure is current, and is ARR a run-rate or contracted revenue? How this rule works (https://firstpassmemo.com/flags/arr-and-mrr-disagree/) Medium No connected data source mentioned The figures appear to be typed in by the seller. Nothing in the text says revenue or traffic is connected from Stripe, PayPal, analytics or a marketplace check. Ask: Can you give read-only access to the payment processor and analytics, or exports that match the P&L? How this rule works (https://firstpassmemo.com/flags/no-connected-data-source/) Low Concentration not disclosed The listing does not say how much revenue comes from the largest customer, affiliate program or traffic partner. Ask: What share of revenue comes from the top 1 and top 3 customers or partners? How this rule works (https://firstpassmemo.com/flags/concentration-not-disclosed/) Even taking MRR at face value, the churn stress test (https://firstpassmemo.com/tools/saas-churn-stress-test/) shows the effect of 7% churn: with $120 of new MRR a month, revenue falls to $2,629 after a year and payback stretches from 26.9 months to 43.8. Composite example, run through the SaaS churn stress test (https://firstpassmemo.com/tools/saas-churn-stress-test/) | MRR today | $3,900 | | --- | --- | | Monthly revenue churn | 7% | | New MRR added each month | $120 | | Profit margin | 80% | | Asking price | $84,000 | | MRR after 12 months, new sales continue | $2,629 | | MRR after 12 months, no new sales | $1,633 | | Payback if MRR stayed flat | 26.9 months | | Payback with churn and new sales | 43.8 months | | Payback with churn and no new sales | never | | All future profit if sales stop | $44,571 | For comparison, Acquire.com's multiples report gives a 3.9 times median profit multiple for confirmed SaaS sales in 2024 and 2025, but that applies to verified profit, not to a run-rate the business has not collected. ## How common are these flags in small SaaS listings? In our October 2026 sample of 20 SaaS and software listings priced $10k–150k, 8 of the 16 that stated an age were under 12 months old, and 7 of 20 stated margins above 90%. Young products and near-total margins are not proof of a problem, but they mean less evidence that the revenue lasts and a strong chance that costs or owner time are missing from the profit. The benchmarks page (https://firstpassmemo.com/data/) has the method. ## Which SaaS red flags can deal terms fix? Revenue figures that disagree cannot be fixed with terms: resolve them in Stripe before any offer. Churn and concentration can be priced or shared: base the price on revenue after a churn test, or pay part of it as an earnout on retained MRR. Founder dependence is usually handled with a paid handover period and documented support processes. Platform risk is the hardest to offset, so it belongs in a lower multiple. ## Frequently asked questions ### What churn rate is a red flag when buying a SaaS? Monthly revenue churn above about 5% is a warning for a small SaaS, because it removes almost half of revenue in a year unless new sales replace it. Under about 3% is comfortable. ### How do I check a SaaS seller's MRR? Ask for View Only access to Stripe, export 12 to 24 months of charges, refunds and payouts, and check that stated MRR matches revenue actually collected and the bank deposits. ### Is a SaaS built on one platform too risky to buy? Not necessarily, but price it lower. Read the platform's terms, check how often it has changed fees or APIs, and ask what share of customers would leave if the platform changed. ## Sources - Stripe Docs, User roles (https://docs.stripe.com/get-started/account/teams/roles), read 7 October 2026 - Acquire.com, Biannual Acquisition Multiples Report (11 February 2026, updated 1 September 2026) (https://blog.acquire.com/acquire-com-biannual-acquisition-multiples-report-jan-2026/), read 7 October 2026 - FirstPass Memo, red-flag checker rules (https://firstpassmemo.com/flags/), our own rules, published as /rules.json - FirstPass Memo, online-business listing benchmarks, October 2026 (https://firstpassmemo.com/data/), our own data, CC BY 4.0 ## Related - Small SaaS due diligence checklist (https://firstpassmemo.com/answers/due-diligence-checklist-for-buying-a-small-saas/) - SaaS churn stress test (https://firstpassmemo.com/tools/saas-churn-stress-test/) - Red flag: ARR far above trailing revenue (https://firstpassmemo.com/flags/arr-far-above-trailing-revenue/) - Red flag: churn above 5% (https://firstpassmemo.com/flags/monthly-churn-above-5-percent/) - How to verify Stripe revenue (https://firstpassmemo.com/answers/how-to-verify-stripe-revenue-before-buying-a-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 full memo — $79, pay after delivery. Paste the link; your memo arrives within 24 hours (Mon–Fri). $79, pay after delivery: we send the memo first, then an invoice. 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. HTML version: https://firstpassmemo.com/answers/red-flags-when-buying-a-saas/