Appendix B: Due Diligence Checklist

This is a sample due diligence checklist:


  • Description of any real estate owned
  • Recent equipment inspections
  • Equipment leases
  • Equipment list 
  • List of all assets included in price
  • List of all titled assets
  • Inventory list


  • Accounts payable schedule
  • Accounts receivable aging schedule
  • Annual personal property tax certificate
  • Backup data of adjustments to financials
  • Bank statements
  • Breakdown of sales by customer
  • Breakdown of sales by product type
  • Copies of existing loan or financing agreements
  • Customer or client agreements
  • Documentation for add-backs to financial statements
  • Federal income tax returns
  • Financial budgets and projections
  • Full accounting software file
  • General ledger or detailed list of all transactions and expenses
  • List of monthly sales since inception
  • Merchant account statements
  • Payroll tax reports
  • Profit and loss statements
  • Sales and use tax reports
  • Utility bills


  • Health insurance policies
  • Liability insurance policies
  • Workers’ compensation policies and history


  • Articles of incorporation/organization
  • Business license
  • Certificate of status/good standing from the secretary of state
  • Copies of all licenses, permits, certificates, and registrations
  • Copies of all key contracts
  • Corporate/LLC by-laws or operating agreements
  • Corporate/LLC minutes
  • Description of environmental liabilities
  • Fictitious business name statement (FBNS/DBA)
  • Financing agreements
  • Information for copyrights
  • Information for patents
  • Information for trademarks and service marks
  • List of liens against the business
  • Other third-party agreements or contracts
  • Pending lawsuits
  • Phase 1 and 2 environmental studies
  • Preliminary UCC search results
  • Previous purchase agreement and related business documents
  • Resale permit
  • Seller’s disclosure statement


  • Advertising contracts
  • Customer list
  • Inventory count
  • List of key competitors
  • Marketing material
  • Operations manual
  • Preliminary equipment inspection 
  • Premises lease
  • Summary of key lease terms
  • Supplier and vendor list
  • Supplier and vendor contracts


  • Benefit plans
  • Compensation arrangements
  • Detailed schedule of payroll expenses
  • Employment, agency, and independent contractor agreements
  • Job descriptions
  • List of outside contractors
  • Other employment-related agreements
  • Overview of personnel turnover
  • Schedule of owners, officers, employees, independent contractors, consultants, and their titles, length of service, and compensation benefits
  • Summary biographies of key management