Technology Due Diligence: Evaluating No-Code / Low-Code Platforms in M&A

No-code and low-code platforms have become a significant force in the software landscape. Gartner estimates that end of 2026, more than 80% of technology products will be built by people who are not professional developers — a trend driven by the rapid maturation of no-code and low-code tools that allow non-technical users to build applications, automate workflows, and manage data without writing code.

For investors and acquirers, this creates a new category of M&A opportunity — and a new category of due diligence challenge. No-code and low-code businesses do not look like conventional software companies. Their risks are different, their value drivers are different, and the frameworks most commonly applied to software due diligence are poorly suited to assessing them.

Here is what rigorous technology due diligence looks like for no-code and low-code platforms.


What Makes No-Code / Low-Code Different

The fundamental distinction is where the business logic lives. In a conventional software platform, business logic is encoded by professional engineers in a codebase that can be reviewed, tested, and version-controlled. In a no-code or low-code platform, business logic is often distributed across visual workflows, configuration layers, and user-created automations — many of which may have been built by non-technical users and are not subject to the same engineering disciplines.

This creates a specific due diligence challenge: the standard tools and methodologies of technical assessment — codebase review, static analysis, dependency scanning — either do not apply directly or need to be significantly adapted. An assessor who approaches a no-code platform as if it were a conventional SaaS codebase will miss the most important risks.


Risk 1: Vendor Lock-In and Platform Dependency

Most no-code and low-code platforms are built on top of third-party tools — Bubble, OutSystems, Mendix, Microsoft Power Platform, Salesforce Platform, Appian — and this creates a specific risk that does not exist in the same way for conventional software: vendor lock-in.

When a business’s core product is built on a third-party no-code platform, the acquirer is not just buying the application — they are buying a dependency on that platform’s pricing, roadmap, and continued existence. A pricing change by the underlying platform provider, a deprecation of a key feature, or a strategic pivot by the vendor can have immediate and material consequences for the acquired business.

Due diligence must assess the depth and nature of this dependency: how central is the underlying platform to the product? What would it cost and take to migrate to an alternative if needed? What are the contractual terms with the platform provider?


Risk 2: Scalability and Performance Limits

No-code and low-code platforms impose constraints on scalability and performance that conventional software does not. The abstraction layers that make these platforms accessible to non-technical users also introduce overheads — in latency, in throughput, in the ability to optimise for specific performance requirements — that can create ceilings on what the platform can support at scale.

For acquirers with growth ambitions, these ceilings matter. A platform that handles its current user load within acceptable parameters may hit performance walls at three times the scale — and migrating off a no-code platform to a custom-built solution is a major, expensive engineering undertaking that was not in anyone’s model.


Risk 3: The Governance Problem

No-code platforms democratise application building — which is their appeal. It is also their biggest governance risk. When non-technical users can build and deploy automations, integrations, and data workflows without engineering oversight, the result is frequently a sprawling estate of undocumented, untested, and unreviewed logic that nobody has a complete picture of.

This creates risks across three dimensions. First, data governance: user-created automations that move and transform data can create compliance exposure that is invisible until an audit forces the issue. Second, security: integrations built by non-technical users often bypass the access controls and authentication standards that an engineering team would apply. Third, maintainability: when the person who built a workflow leaves the organisation, their automations become a black box that nobody can safely modify.

Mapping this estate — understanding what exists, who built it, and what it does — is a core component of no-code due diligence that has no direct equivalent in conventional TDD.


Risk 4: IP Ownership and Portability

A question that frequently goes unasked in no-code due diligence is: who owns the intellectual property? In a conventional software business, the IP is typically the codebase — owned by the company and assignable to an acquirer. In a no-code platform, the situation is more complex.

Many no-code platform providers’ terms of service include clauses about the ownership of applications built on their platform. In some cases, there are restrictions on portability — limitations on the ability to export data, migrate logic, or replicate the application outside the platform. Understanding these terms, and their implications for the value of what is being acquired, is a critical component of due diligence that requires both legal and technical assessment.


The AI Dimension

As AI-powered no-code and low-code tools proliferate — Copilot-assisted development, AI workflow builders, natural language automation platforms — the complexity of assessing what has been built increases further. AI-generated logic may not be documented, reviewed, or even fully understood by the people who created it. The provenance of AI-generated components, and the compliance of any data used in their creation, adds a layer of assessment that is genuinely new and requires specific expertise to navigate.


What Rigorous No-Code / Low-Code TDD Requires

Assessing a no-code or low-code platform properly requires a framework that goes beyond conventional code review:

  • Mapping the full application estate — including user-created automations, integrations, and workflows
  • Assessing vendor dependency, contractual terms, and migration risk
  • Evaluating scalability and performance headroom against the acquirer’s growth assumptions
  • Reviewing data governance, security controls, and compliance posture across the platform
  • Examining IP ownership and portability terms
  • Assessing the AI-generated component risk where applicable

At VeryDiligent, our technology due diligence framework has been extended to address the specific characteristics of no-code and low-code platforms — giving investors and acquirers a complete picture of what they are buying, whatever the underlying technology architecture.

Contact us today to discuss your upcoming transaction.


Related reading: AI Startups Are Harder to Diligence Than You Think | Legacy Systems in M&A: The Technical Risks Investors Miss | A 4-Layer Model for Assessing Technical Risk