How Escrow.com Works for SaaS Business Sales
A complete walkthrough of using Escrow.com for SaaS transactions.
Escrow.com serves as the neutral third-party payment processor that protects both buyers and sellers during SaaS acquisitions, releasing funds only after verified ownership transfer and a 14-day inspection period.
Why Escrow.com Dominates SaaS Deal Closings
In 2025-2026, 78% of SaaS transactions under $5M on platforms such as MicroAcquire, Acquire.com and hades.ae close through Escrow.com. The platform handles 2-5x ARR multiples by holding buyer funds in a segregated U.S. trust account while the seller migrates domain names, Stripe accounts, and code repositories. This structure prevents the most common failure point: buyer non-payment after credentials are shared.
Step-by-Step Transaction Flow
The process follows a rigid sequence that removes ambiguity for both parties.
- Buyer and seller agree on price and sign the Asset Purchase Agreement (APA) on the marketplace platform.
- Buyer funds the escrow account via wire or ACH; Escrow.com confirms receipt within 1-3 business days.
- Seller delivers access credentials and signs the Bill of Sale; Escrow.com timestamps the delivery.
- Buyer receives a 14-day inspection window to verify MRR, churn under 3%, and code functionality.
- Upon buyer acceptance or automatic release after day 14, Escrow.com wires the net proceeds minus 0.89%-3.25% fees to the seller.
Key Documents and Milestones
Every Escrow.com SaaS deal requires the same core paperwork regardless of marketplace origin.
- Letter of Intent (LOI) signed before funding
- APA containing SDE and EBITDA definitions
- Domain transfer authorization via AuthCode and DNS records
- Stripe Connect or PayPal payout schedule verification
- Escrow release authorization form completed post-inspection
Fees, Timelines and Risk Controls
Escrow.com charges tiered transaction fees that scale with deal size: 0.89% on amounts above $500k, 1.89% between $100k-$500k, and 3.25% below $100k. Average time from funding to release is 18 days for SaaS assets. The platform automatically places funds in FDIC-insured accounts and offers optional performance guarantees that extend the inspection window to 30 days for an additional 0.5% fee. Buyers typically require sellers to maintain churn below 5% during the escrow period or risk clawback of up to 15% of purchase price.
Common Pitfalls and How to Avoid Them
Most disputes arise from incomplete asset lists or delayed credential handoff. Sellers should prepare a Notion or Google Sheet containing every login, API key, and renewal date before signing the APA. Buyers should run revenue reconciliation scripts on day 3 of inspection rather than day 13. When using hades.ae or Empire Flippers, always select the “Escrow.com + Marketplace Sync” option so the transaction ID auto-populates in both systems and reduces wire reference errors.
How long does Escrow.com hold funds for SaaS deals?
Standard inspection is 14 days; most releases occur between day 16-21 once the buyer confirms asset transfer and revenue continuity.
Can I use Escrow.com if the buyer is outside the U.S.?
Yes. Escrow.com supports international wires in USD, EUR, and GBP; however, sellers must provide W-8BEN forms and expect an extra 3-5 days for currency conversion.
What happens if the buyer disputes after release?
Once funds are released, the transaction is considered final unless fraud is proven; Escrow.com offers no post-release mediation for standard SaaS deals.
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