Seller guide
The 5 mistakes that destroy your SaaS valuation
The most common mistakes identified during Aegryn certifications, and how to fix them before submitting your asset.
Of all assets submitted to the Aegryn Grade protocol, over 70% present at least one structural anomaly that compresses their valuation or blocks certification at first pass. These anomalies are not accidents, they follow recurring patterns. Here are the five most common.
1. IP not filed or poorly protected
An asset whose source code is not protected by an IP filing (INPI, EUIPO or equivalent) exposes the acquirer to direct legal risk. Without enforceable evidence of prior creation, any post-acquisition dispute over code ownership becomes unmanageable. Result: institutional acquirers systematically apply a 20–40% discount to the multiple, or require an extended warranty clause that inflates deal cost.
2. Undocumented technical debt
Technical debt exists in every project. What makes it penalising is the absence of documentation. An acquirer who discovers undocumented architecture, outdated dependencies or insufficient test coverage during due diligence cannot quantify the risk, so applies it in full to the price. Document your debt, prioritise it, and present a remediation plan. That is the difference between an acceptable discount and a cancelled offer.
3. Unaudited financial metrics
Self-reported MRR, churn calculated without a clear definition, NRR inflated by non-recurring expansions: unaudited SaaS metrics are the first red flag for a PE fund. The rule is simple: if your metrics cannot be reconstructed from your raw data by an independent third party, they will not be accepted at face value. Commission a metrics audit before submitting, the cost is marginal relative to the difference on the multiple.
4. GDPR non-compliance
A GDPR non-compliant asset transfers a quantifiable regulatory risk to the acquirer. In Europe, this translates into a widened representation and warranty clause, or more simply a withdrawal of the offer. The most frequently blocking points: missing DPAs with sub-processors, non-compliant cookies, absence of processing register. All are correctable in 4–8 weeks, do it before submitting.
5. Wrong timing of presentation
Presenting an asset during MRR decline, post-departure of a key co-founder, or during client restructuring is structurally penalising, even if the fundamentals are sound. The optimal timing to sell is when metrics are growing or stable, the team is in place, and you have 6–12 months of runway. Preparing a sale takes 3–6 months. Do not start thinking about it when you are already in difficulty.
“Valuation is not negotiated on the day of the offer. It is built in the 12 months before it.”
— Aegryn Advisory
This article was written with the assistance of artificial intelligence and reviewed under Aegryn editorial responsibility. In accordance with Article 50 of the EU AI Act, we assume editorial responsibility for this content.
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