Due diligence checklist: what a seller can assemble before a buyer asks

The diligence request list is broadly the same in every private company sale, which means a seller can build it before a buyer sends one. Doing that turns a twelve week diligence into a four week one, and it changes how the business reads: a company that answers in a day is a company that is well run.

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Sample due diligence checklist: financial and tax

Three years of statements and tax returns, year to date figures, the add back schedule with evidence for each item, receivable and payable ageing, the fixed asset register, bank statements, and any loan or finance agreements with payoff figures. Buyers rebuild your earnings from source data rather than accepting a summary, so anything that cannot be tied back will be removed from the number.

Legal, contracts and people

Formation documents and the ownership record, the operating or shareholders agreement, the lease, customer and supplier contracts with change of control clauses flagged, licenses and permits with their transfer requirements, insurance policies and claims, litigation open and recently closed, an employee list with pay and terms, and any restrictive covenants.

Operations and the owner, the item a due diligence checklist template misses

Systems and where the data lives, key supplier dependencies, health and safety and environmental records where the trade has them, and a plain written account of what the owner does day to day. That last item is not on most templates and it is the one buyers weight most heavily, because it is the answer to whether the earnings continue after you go.

Questions people ask about due diligence checklist

Should I build the due diligence list before a buyer asks?

Yes. It is the cheapest way to shorten the sale, and it removes the discovery of your own problems from the middle of exclusivity.

Do I hand everything over at once?

No. Financial summaries after a non disclosure agreement, detailed contracts and customer names after a letter of intent, and the most sensitive material late, sometimes only to the buyer's advisers.

What if a document does not exist?

Say so. Missing records are common in private companies and are survivable; invented ones are not.

Are there standard due diligence forms a seller fills in?

There is no standard set, and the buyer's advisers supply their own request list. What a seller controls is the file behind it: the statements, the add back schedule with evidence for each item, the ownership record, the lease, and the contracts with their change of control clauses flagged.

Sources

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