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Buying a Small Business: A Due Diligence Checklist

Due diligence is your chance to confirm that the business is what the seller says it is, before you are bound to buy it.

Financial records

Review several years of tax returns, financial statements, and bank records, and compare them to what the seller has told you.

Contracts and leases

Read the key customer, vendor, and lease agreements. Check whether they can be transferred to you and whether anyone must consent.

Licenses and permits

Confirm the business holds every license it needs and that they can transfer or be reissued to a new owner.

Employees and contractors

Review who works there, how they are paid and classified, and any employment agreements or pending claims.

Debts, claims, and intellectual property

Search for liens, unpaid taxes, lawsuits, and complaints. Confirm the business actually owns its name, website, and other key assets.

Red flags

Be careful when records are missing or inconsistent, when one customer produces most of the revenue, or when the seller pushes you to close quickly.

When to call a lawyer: Call a lawyer before you sign a letter of intent and again before you sign the purchase agreement.

This guide is general information, not legal advice for your situation.

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