How Does the Due Diligence Process Work for Buying or Selling a Business?

Conducting a due diligence examination is a fundamental part of buying a business.  Without conducting diligence, a purchaser has no way of knowing whether the business is as presented.  Typically, the buyer will send the seller a due diligence request list that will ask for the following, among other things: 


Calls and meetings between the purchaser and the seller, the seller’s management team, and key customers and suppliers.

Corporate Documents

Certificate, bylaws/ operating agreement, subsidiaries list, and other important corporate records.

Financials + Tax Records

Financial statements, budgets, accounting records, payroll records, tax returns, audit records, and other items.


Copies of key agreements used in the business, including those with suppliers and vendors, retailers, distributors, service providers, certain employees, and landlords.

Customers and Vendors

Lists of key customers and vendors / suppliers, along with associated revenues, costs, and agreements.

Marketing + Sales

Marketing and sales materials, budgets and strategies, price lists, and competitor research.


HR records, employee / contractor lists (including compensation information and agreements), benefits information, and policies and handbooks.


Information on real property, insurance policies, manuals, and policies and procedures.

IP + Other Key Assets

List of all intellectual property (IP) used in the business (whether owned or licensed), licensing agreements, software used, websites, domains, email addresses, and phone numbers.


Any permits used in the business, along with governmental filings and information on any litigation or investigations.


Supplemental diligence requests are common, and, often, diligence will continue up until closing.

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