A SaaS business is priced on ARR, but the price only means something once the IP behind it is confirmed clean — every contractor and early developer needs a proper assignment on file, and the code itself needs an open-source licence check before a buyer can rely on owning what they're paying for.
Part of Technology & Digital — see the family overview.
Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| Valuation convention | Priced primarily off a multiple of annual recurring revenue, adjusted for churn, net revenue retention, and customer concentration.† | Test whether a headline ARR multiple reflects retention, not just top-line revenue. |
| IP chain-of-title completeness | Every contractor, early employee, or co-founder who touched the codebase needs a documented assignment of their work product to the company — gaps here are one of the most common diligence findings in software deals.† | Confirm the code is actually owned by the entity you're buying, not just used by it. |
| Open-source licence exposure | Copyleft-licensed open-source components embedded in the product can carry disclosure or distribution obligations that affect how the product can be sold or modified.† | Flag licence terms that could restrict what a buyer can actually do with the code. |
| Customer contract assignability | Subscription and enterprise customer agreements often include their own change-of-control or assignment-consent clauses, independent of deal structure.† | Check which customers need active notice before revenue is treated as fully portable. |
| SR&ED history | A company's Scientific Research and Experimental Development tax-credit claim history is a common financial-diligence item, reviewed for consistency even though it isn't itself a legal transfer requirement.† | Understand how SR&ED claims factor into a buyer's financial picture of the business. |
Code and product IP is only cleanly owned by the company if every contributor — contractor, co-founder, early hire — signed an assignment; an unassigned contribution is a real gap a buyer's diligence will find, not a formality.
A customer subscription agreement's change-of-control clause can be triggered by either an asset or a share sale, depending on how it defines control — the structure you pick doesn't automatically decide the outcome.
PIPEDA obligations around any personal data the platform holds don't pause during the sale — how customer and user data is handled through diligence and handover is a compliance question in its own right, not just a technical migration step.
The same sequence underlies almost every software or saas business deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a software or saas business it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†IP ownership & contractor assignments, Customer contracts (change-of-control), Data handling (PIPEDA), Open-source licence compliance, Domain/accounts all start moving at once, on separate clocks — this is usually where software or saas business deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every software or saas business deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The IP, code, and specific contracts assigned to you — the assets, chosen individually. | The shares of the corporation — its contracts, IP, and history, all in place, but also its liabilities. |
| IP & contractor assignments | IP assigned directly to the buyer as part of the asset purchase, with chain-of-title confirmed first. | IP stays with the corporation; its chain-of-title is diligenced but not re-assigned. |
| Customer contracts | Each contract reviewed individually for assignability; customer consent obtained where required. | Generally continue automatically, subject to reviewing whether change-of-control language is triggered anyway. |
| Open-source licence compliance | Reviewed before the asset sale closes, since exposure attaches to the code itself. | Reviewed as part of diligence; exposure comes with the shares regardless. |
| Tax angle | Buyer gets a stepped-up cost base on the IP and assets purchased; an HST election may apply. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Seller's liabilities | Generally stay behind with the seller's existing corporation. | Come with the company, known and unknown — diligence matters more here than in most sectors. |
| Typical use | Common at the smaller end, or where the buyer wants the product without the corporate history. | More common as revenue, contract volume, and customer count grow. |
The IP, code, and specific contracts assigned to you — the assets, chosen individually.
The shares of the corporation — its contracts, IP, and history, all in place, but also its liabilities.
IP assigned directly to the buyer as part of the asset purchase, with chain-of-title confirmed first.
IP stays with the corporation; its chain-of-title is diligenced but not re-assigned.
Each contract reviewed individually for assignability; customer consent obtained where required.
Generally continue automatically, subject to reviewing whether change-of-control language is triggered anyway.
Reviewed before the asset sale closes, since exposure attaches to the code itself.
Reviewed as part of diligence; exposure comes with the shares regardless.
Buyer gets a stepped-up cost base on the IP and assets purchased; an HST election may apply.
Seller may access the lifetime capital gains exemption on qualifying shares.
Generally stay behind with the seller's existing corporation.
Come with the company, known and unknown — diligence matters more here than in most sectors.
Common at the smaller end, or where the buyer wants the product without the corporate history.
More common as revenue, contract volume, and customer count grow.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A single-founder SaaS product with a manageable customer list, clean IP assignments, and standard open-source dependencies.
Start my file →A larger SaaS company with concentrated enterprise customers, gaps in IP chain-of-title, or a share sale where corporate history needs deeper diligence.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
It's a common finding, not usually a deal-breaker, but it does need to be fixed before closing rather than left open. We help you track down and paper the missing assignment, or structure protections around it if the contractor can't be reached, so a buyer isn't taking on ownership uncertainty.
It can, depending on the specific licences involved — some open-source terms carry disclosure or distribution obligations that could restrict how the buyer uses the code afterward. We review the dependency list against its licences as part of diligence, not as a technical afterthought.
It depends mainly on your revenue scale, how many customer contracts you have, and how clean the corporate history is — asset sales are more common for smaller, simpler codebases, and share sales become more common as customer contract volume and complexity grow. We walk through which structure actually fits your specific business rather than defaulting to one.
This is treated as a compliance question under PIPEDA, not just a data migration — we review how customer and user data is handled through diligence and structure a controlled handover with clear disclosure obligations, rather than an informal one.
It's typically reviewed as part of financial diligence for consistency, since claim history says something about the company's R&D activity and tax position, even though it isn't itself a legal transfer requirement. We make sure it's presented accurately rather than becoming a late surprise.
| Resource | Official link |
|---|---|
| Office of the Privacy Commissioner of Canada — PIPEDA | Visit www.priv.gc.ca |
| Canadian Intellectual Property Office (CIPO) IP ownership and registration | Visit ised-isde.canada.ca |
| Canada Revenue Agency — SR&ED program Tax-credit claim history | Visit www.canada.ca |
Where we close software or saas business deals
Tell us about your software or saas business deal — we'll point you the right way and confirm the cost in writing before any work begins.