Owner tools
Gather what a buyer will ask to see.
Due diligence moves faster when the documents are ready before anyone asks. Work through the list at your own pace, and print it for your accountant or attorney.
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The first thing any buyer or lender reviews. Most want three full years plus the current year.
Why buyers ask: Shows how revenue, margins and costs have moved over time, not just in one good year.
Why buyers ask: Shows what the business owns and owes at the end of each year.
Why buyers ask: Buyers and lenders compare them with the P&L to confirm the numbers match.
Why buyers ask: Shows whether this year is tracking ahead of or behind last year, and any seasonality.
Why buyers ask: Reveals slow-paying customers, overdue bills and how much working capital the business needs.
Why buyers ask: The simplest way to confirm that reported revenue actually arrived as cash.
Why buyers ask: Lists every loan, line of credit and lien with balances and terms, so payoffs at closing are clear.
Why buyers ask: Receipts and statements that prove each adjustment to earnings. Undocumented add-backs are usually rejected.
Confirms who owns the business, what it has agreed to, and what could transfer to a new owner.
Why buyers ask: Articles, operating agreement or bylaws confirm the entity is in good standing and who can approve a sale.
Why buyers ask: Shows exactly who owns what, so everyone who must sign off on the sale is identified.
Why buyers ask: Buyers check terms, renewal dates and whether each contract can pass to a new owner.
Why buyers ask: Pricing, minimum commitments and change-of-control clauses carry on after a sale.
Why buyers ask: Rent, remaining term, and whether the landlord or lessor must consent to a transfer.
Why buyers ask: Some cannot be transferred and must be reissued before a new owner can operate.
Why buyers ask: Past, pending or threatened claims can carry liabilities a buyer needs to understand.
Why buyers ask: Trademarks, domain names, software and content must belong to the business to be part of the sale.
Shows how the business runs day to day, and how much of that depends on you.
Why buyers ask: Shows who reports to whom and which decisions still sit with the owner.
Why buyers ask: Helps a buyer plan labor costs and identify key people. Names can be withheld until later.
Why buyers ask: Written processes show the business can keep running through a change of ownership.
Why buyers ask: Lists what is included in the sale, its age and condition, and what may need replacing soon.
Why buyers ask: Stock on hand is often counted and valued at closing, which can adjust the final price.
Why buyers ask: Shows reliance on any single supplier and how easily one could be replaced.
Why buyers ask: Coverage, premiums and past claims point to risks and ongoing costs.
Shows where revenue comes from and how dependable it is likely to be.
Why buyers ask: Buyers look at concentration risk. Customer names can be replaced with codes early on.
Why buyers ask: Shows what work is likely in the coming months and how new business is won.
Why buyers ask: Shows how prices are set, when they last changed, and room to adjust.
Why buyers ask: Shows where customers come from and what it costs to win them.
Only relevant when property is part of the sale or central to how the business operates.
Why buyers ask: Needed if the real estate is included in the sale or will be leased to the buyer.
Why buyers ask: Supports the property’s value in the deal and in any financing.
Why buyers ask: Lenders often require them for owned property, especially where fuel, chemicals or vehicles are involved.
Why buyers ask: Confirms the business is allowed to operate as it does at that location.
Why buyers ask: Shows the condition of the building and major systems, and what work is coming due.
Thinking about selling?
We buy operating businesses and run them. A first conversation is confidential, and you do not need any of this ready to have it.
General guidance only. The documents a buyer, lender or advisor asks for vary by business, industry and how the deal is structured. Working out your add-backs? Try the SDE calculator.