The verdict in three sentences
Before a Series A, the fund will run technical due diligence: if it finds a critical vulnerability or a code ownership problem, the valuation drops or closing slips by several weeks. A technical debt audit done upfront costs EUR 4,000 to 15,000 excl. VAT, takes 5 to 15 days and gives you time to execute a remediation plan of EUR 10,000 to 60,000. Start it 3 to 4 months before your first investor meetings.
What investors look at
Auditors appointed by funds follow a fairly standard grid. They are not looking for perfect code: they look for risks that threaten growth or ownership of the asset.
| Audit area | Question asked | Red flag | Severity |
|---|---|---|---|
| Code ownership | Does the company hold all rights? | Freelancers without signed IP assignment | Deal-blocking |
| Open source licences | Are copyleft licences embedded? | GPL or AGPL components in the distributed product | High |
| Security | Is customer data protected? | Secrets in the repo, no admin MFA, vulnerable dependencies | High |
| Scalability | Can the product handle 10x users? | Single saturated database, heavy synchronous jobs | Medium to high |
| Test coverage | Can you ship without breaking things? | Under 20% coverage on core business logic | Medium |
| Key person dependency | Is knowledge documented? | Only one developer knows production | High |
| GDPR and hosting | Where is data, who can access it? | No processing register, unmanaged sub-processors | Medium to high |
The most frequent deal-blocker is not technical: it is missing IP assignments from early freelancers. An assignment addendum takes a few days if you handle it before the raise, and is much harder during negotiation.
Audit cost and duration by product size
| SaaS size | Code volume (order of magnitude) | Audit duration | 2026 budget (order of magnitude) |
|---|---|---|---|
| Recent MVP, 1 to 2 developers | 20,000 to 50,000 lines | 5 days | EUR 4,000 to 6,000 excl. VAT |
| Product with traction, 3 to 6 developers | 50,000 to 150,000 lines | 7 to 10 days | EUR 6,000 to 10,000 excl. VAT |
| Multi-module platform | 150,000+ lines | 10 to 15 days | EUR 10,000 to 15,000 excl. VAT |
| External penetration test option | Web app and API | 3 to 5 days | EUR 3,000 to 8,000 excl. VAT extra |
| Cloud architecture review option | AWS, GCP, Azure | 2 to 3 days | EUR 1,500 to 4,000 excl. VAT extra |
The expected deliverable: a report scored by area, a list of risks ranked by severity, and a remediation plan estimated in days. That is the document you can share in the data room.
The remediation plan to execute before the data room
| Workstream | Typical 2026 cost | Timeline | Impact on due diligence |
|---|---|---|---|
| IP assignments and licence audit | EUR 1,000 to 4,000 (legal) | 1 to 3 weeks | Removes a deal-blocker |
| Critical security fixes and secret rotation | EUR 3,000 to 12,000 | 2 to 4 weeks | Reassures on leak risk |
| Automated tests on core logic | EUR 5,000 to 20,000 | 3 to 8 weeks | Shows ability to ship fast |
| Fixing performance bottlenecks | EUR 5,000 to 25,000 | 4 to 10 weeks | Makes the growth plan credible |
| Documentation and production runbooks | EUR 2,000 to 6,000 | 1 to 3 weeks | Reduces key person risk |
There is no need to fix everything: prioritise blocking and high items, and present the rest as a costed roadmap funded by the raise. Investors accept documented technical debt; they penalise debt they discover by surprise.
Mini case study
Illustrative scenario: Thomas, founder of a B2B logistics planning SaaS in Paris, is preparing a EUR 4 million Series A at a EUR 16 million pre-money valuation. His code was written over 18 months by two freelancers and a CTO.
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He orders an EUR 8,000 excl. VAT audit, which reveals missing IP assignments, secrets in the repository and 12% test coverage. He invests EUR 32,000 in remediation over 10 weeks. Total: EUR 40,000. By comparison, a discount of only 5% on the pre-money valuation, common when the fund's audit uncovers such issues, represents EUR 800,000 of value. The preventive audit costs 20 times less than the risk it avoids.
FAQ
How much does a technical debt audit before a raise cost?
Between EUR 4,000 and 15,000 excl. VAT in 2026 depending on code size, for 5 to 15 days of work. Add EUR 3,000 to 8,000 excl. VAT for an external penetration test.
When should the audit start relative to the raise?
Ideally 3 to 4 months before your first investor meetings. That leaves 8 to 12 weeks to carry out priority fixes.
Should we share the audit report with investors?
Yes, once critical issues are fixed. A report with a costed remediation plan often shortens due diligence by 1 to 3 weeks.
Are open source licences really a problem?
Permissive licences (MIT, Apache 2.0) are fine. AGPL or GPL licences in a distributed product may force you to publish your code, which worries a fund.
Should we rewrite the product before the Series A?
Almost never. A rewrite costs 6 to 12 months of development, while targeted remediation of EUR 10,000 to 60,000 is usually enough to pass due diligence.
Let's scope your project. Give us access to your repository and your fundraising calendar: we will price the audit, remediation plan and timeline for a ready data room. Detailed quote within 48 h. WhatsApp +221 77 596 93 33.
Mohamed Bah
Fondateur, Kolonell
Passionate about digital and entrepreneurship in Africa, Mohamed has been helping Sénégalese businesses with their digital transformation since 2020. Founder of Kolonell, he believes every SME deserves a professional and accessible online présence.
