MSP Due Diligence Checklist for Sellers

01

Financial history and earnings

Monthly profit and loss statements for the last three years and current trailing periodYear-end and current balance sheets with debt, cash, receivables, deferred revenue, and working capitalGeneral ledger detail and reconciliation to filed tax returnsOwner compensation, replacement salary, add-backs, and supporting records

02

Revenue quality and customers

Revenue by customer, service line, contract type, and monthMRR schedule reconciled to billing with contract term and renewal dateLargest-client, top-three, top-five, and vertical concentrationLogo and revenue retention, churn reasons, expansion, and contraction history

03

Contracts, vendors, and delivery

Executed customer agreements, amendments, pricing, scope, and assignment languageMaterial vendor agreements, minimum commitments, renewals, and change-of-control termsService-line gross margin, tooling burden, labor allocation, and project economicsPSA, RMM, ticket, onboarding, service-level, utilization, and escalation records

04

People, process, and risk

Organization chart, roles, compensation, tenure, agreements, and open positionsOwner responsibilities across sales, customer relationships, finance, delivery, and escalationPipeline, sales process, source, win rate, pricing authority, and customer relationship ownershipSecurity controls, insurance, incidents, compliance commitments, policies, and material disputes

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MSP seller diligence questions

What financial records do I need to sell an MSP?

Start with monthly profit and loss statements, balance sheets, tax returns, general ledger detail, receivables, debt, cash, deferred revenue, owner compensation, and support for each proposed add-back.

What customer information will an MSP buyer request?

Expect requests for revenue by customer and service, MRR reconciliation, contracts, pricing, renewal and cancellation terms, retention, churn, customer concentration, gross margin, and relationship ownership.

When should I build the MSP data room?

Build the core file before contacting a broad set of buyers. Early preparation gives you time to reconcile inconsistencies, find missing contracts, support add-backs, and reduce avoidable uncertainty.