Business Due Diligence Checklist: What Every Seller Needs to Prepare
What Is Business Due Diligence?
Due diligence is the process buyers go through to assess your business before finalising the purchase. It’s a deep dive into your financials, operations, legal structure, risks, and future stability. A business due diligence checklist is essential for a successful business exit strategy.
Put simply:
Buyers are asking, “If I buy this business, will it continue to perform?”
The better prepared you are, the faster and cleaner your deal will be.
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Why Sellers Must Prepare in Advance
Many business owners think due diligence is the buyer’s problem. It’s not.
If you want to sell for maximum value and on your timeline, you need to be prepared before you go to market.
Benefits of being ready:
- Higher valuation confidence
- Less back-and-forth
- Fewer surprises that stall or kill deals
- Stronger negotiating power
- Faster settlement timeline
Business Due Diligence Checklist
Here’s what to prepare before you list your business for sale:
1. Financial Information
- Last 3 years of profit & loss statements
- Balance sheets
- Cash flow statements
- BAS and tax returns
- Payroll summaries
- Normalised EBITDA reconciliation
- List of personal expenses and one-off adjustments
- Financial forecast (12 months minimum)
2. Legal and Structural Documents
- Business registration (ABN, ASIC extract)
- Company constitution or shareholder agreements
- Partnership or trust deeds
- IP registration (trademarks, patents)
- Licences and certifications
- Employment agreements
- Current lease agreement and options
- Loan or finance contracts
3. Operational Documents
- Organisational chart
- Key staff roles and responsibilities
- Supplier agreements
- Distribution and logistics contracts
- Customer agreements (especially recurring revenue)
- Systems and process documentation (SOPs)
- Technology stack (CRM, inventory, booking, etc.)
4. Sales and Marketing
- Sales by product/service line (3 years)
- Top 10 customers by revenue
- Customer acquisition cost and lifetime value
- Marketing assets (logos, brand files, campaigns)
- Social media accounts and performance
- Website traffic reports (e.g. Google Analytics)
- Email marketing system access and list breakdown
5. HR and Culture
- Staff headcount and tenure
- Contracts, awards, and pay rates
- Leave balances
- Employee performance metrics (if available)
- Staff retention plans (post-sale)
6. Assets and Inventory
- Fixed asset register (equipment, vehicles, furniture)
- Current inventory stocktake
- Asset finance documentation
- Maintenance records (if relevant)
- Software licences and subscriptions
7. Risk and Compliance
- Insurance policies (public liability, workers comp, etc.)
- Pending legal matters or disputes
- Past or current ATO audits
- WHS policies and compliance
- Cybersecurity protocols
Download the Printable Checklist (Free)
Want a clean, printable version of this checklist to work through with your team or accountant?
📩 Download the Business Due Diligence Checklist PDF
How This Helps You Sell Smarter
Due diligence is not a roadblock; it’s your opportunity to show how well you run your business.
When you're prepared:
- Buyers feel confident
- Valuation holds firm
- You set the tone for negotiation
- You speed up the timeline to settlement
Think of your documentation as your business's resume.
Next Steps
✅ Download your Business Valuation and Sale Readiness Reports
✅ Book a 30-minute Exit Strategy Call to map out your 90-day exit sprint
Before You Go...
Due diligence is not the end of the deal; it's the make-or-break middle.
Get your documents in order now, and you won’t just sell your business, you’ll sell it well.