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Resource · Commercial Diligence

The commercial due diligence checklist

21 questions across four pillars — ICP maturity, value proposition clarity, founder dependency and market scalability — that decide whether a business is investable, scalable, and worth your capital or your next two years.

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How to use this checklist

Score each question Red, Amber or Green. Red items are deal-blockers until evidenced. Amber items are negotiation levers — typically the basis for a 100-day plan. Green items are the commercial foundations you'd protect post-close. Investors should use this before term sheet; founders should run it twice a year.

01

ICP Maturity

The Ideal Customer Profile is the foundation of every commercial decision. A weak ICP shows up as scattered pipeline, inconsistent win rates and unpredictable CAC.

  1. Is the ICP defined in writing with firmographics, technographics and trigger events?

    Look for a single source of truth, not slide-deck variations.

  2. Can the team name the top 3 buyer personas and their decision criteria?

    Founder, sales and marketing should give the same answer.

  3. Do the last 10 closed-won deals match the stated ICP?

    Drift between stated and actual ICP is the single biggest source of CAC inflation.

  4. Is there evidence of repeatable pain across the ICP, not anecdotes?

    Three or more customers describing the same pain in their own words.

  5. Are non-ICP deals being declined or qualified out?

    An ICP only matters if it changes who you sell to.

02

Value Proposition Clarity

If the value proposition cannot be repeated by a customer, it does not exist commercially. This pillar is the highest-leverage fix in early-stage diligence.

  1. Can a customer articulate the value proposition without prompting?

    Customer-language match is the ground truth.

  2. Is the outcome quantified (time, money, risk) rather than feature-led?

    “Saves 6 hours per week” beats “AI-powered workflows”.

  3. Does the homepage above-the-fold pass the 5-second test?

    Who it's for, what it does, why it matters — without scrolling.

  4. Is the value proposition differentiated from the top 3 alternatives, including status-quo?

    “Do nothing” is the most common competitor.

  5. Does pricing reflect the stated value, or undercut it?

    Underpricing is usually a signal that the value story is unfinished.

03

Founder Dependency

Founder dependency is the silent killer of valuation. Investors discount businesses where revenue, sales or strategy cannot survive the founder taking a month off.

  1. What share of closed revenue in the last 12 months involved the founder in the sales cycle?

    Above 60% is a material risk.

  2. Is there a documented sales playbook that a new rep can execute?

    Onboarding-to-first-deal time is the proof.

  3. Are pricing, discounting and deal approval rules written down?

    If only the founder can approve a deal, the business cannot scale.

  4. Is there a second person who owns the commercial number?

    Head of Sales, Revenue or Commercial — not a part-time advisor.

  5. Are customer relationships held in the CRM or in the founder's inbox?

    Relationship capture is a leading indicator of transferability.

04

Market Scalability

Scalability tests whether the commercial engine compounds or merely repeats. This pillar separates a lifestyle business from an investable one.

  1. Is the serviceable obtainable market large enough to support the next two funding rounds?

    SOM, not TAM. Round-by-round, not lifetime.

  2. Are unit economics positive on a fully-loaded basis?

    CAC payback under 18 months for SaaS; gross margin above 70% for software.

  3. Is there at least one repeatable acquisition channel with a known cost?

    Repeatable means three consecutive cohorts with consistent CAC.

  4. Does net revenue retention exceed 100% (for recurring models)?

    Expansion is the cheapest growth there is.

  5. Are there geographic, segment or product expansion paths that do not require re-inventing the GTM?

    If every new market is a new company, it is not scalable.

  6. Is there commercial intelligence — not just analytics — guiding the next decision?

    Dashboards report. Intelligence recommends.

Next step

Turn the checklist into a score.

SignalScore™ runs this diligence systematically — across ICP, value proposition, founder dependency, sales and marketing maturity, website effectiveness and intelligence readiness — and produces a Commercial Maturity Grade and a Growth Opportunity Roadmap you can act on in 90 days.

Explore SignalScore™See the framework