1. Financial Records
The first thing every buyer asks forClean, consistent, explainable financials are the single biggest driver of buyer confidence and valuation multiple.
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Exit readiness · A tool by Mark Ullah
Seller Due Diligence Checklist.
Buyers do not buy stories. They buy evidence. This checklist sets out what a serious buyer, and their accountant, lawyer and bank, will expect to see before they put a number on your business.
Work through it category by category, well before you go to market. What you cannot yet tick is your to-do list, not a reason to delay the sale.
8 categories62 checklist itemsTop 20 buyer questions included
How to use this checklist. Each category reflects a part of the business a buyer's due diligence team will examine. Tick items off as you confirm they exist, are current, and can be produced on request. Gaps are normal. What matters is knowing where they are before a buyer finds them for you.
A business that can answer these questions calmly and with documentation in hand sells faster, attracts more serious buyers, and holds its price under negotiation. A business that cannot invites discounting, delay, or a deal that falls over in due diligence.
2. Legal & Compliance
Unresolved legal exposure will either kill a deal or be priced in as risk. Neither outcome favours you.
3. Operations & Systems
Buyers pay a premium for a business that runs on documented systems, and a discount for one that runs on tribal knowledge.
4. Customer & Revenue Quality
Revenue that is diversified, recurring and contracted is worth more than revenue that is large but fragile.
5. People & Key Person Dependency
The single biggest driver of a discounted offer is a business that cannot run without the owner in the room.
6. Assets & Intellectual Property
Ownership needs to be unambiguous. What is being sold has to be clearly separated from what the owner keeps.
7. Growth & Strategic Position
A credible story about future upside, backed by evidence, is what separates a good multiple from an average one.
8. Sale Readiness & Advisory
The practical groundwork that determines whether the transaction itself runs smoothly.
Prepare before they ask
Top 20 Questions Buyers Are Likely to Ask
These questions come up in almost every sale process, from a first meeting through to formal due diligence. Prepare your answers before a buyer asks, not while they are watching you think.
- 1
Why are you selling?
Buyers listen for consistency. Have one honest answer and keep it consistent across every conversation.
- 2
What is the normalised, or true, profit of the business?
Be ready to walk through every add back with supporting evidence, not just a number on a spreadsheet.
- 3
How much of the revenue depends on you personally?
This is the key person question in disguise. It comes up early and often.
- 4
What percentage of revenue comes from your largest customer, and your top five?
Have the actual figures ready, not an estimate.
- 5
How much of your revenue is recurring or repeat, versus one off?
Recurring revenue is valued more highly. Know the split precisely.
- 6
What would happen to the business tomorrow if you took three months off?
A confident, specific answer is worth more than any promise about growth potential.
- 7
Who is your second in command, and what do they manage without you?
If the honest answer is nobody, that is the first thing to fix before going to market.
- 8
Are there any outstanding legal disputes, claims or regulator issues?
Disclose early. Anything discovered later, rather than volunteered, damages trust and the price.
- 9
What are the terms of your lease, and can it be assigned to a new owner?
Speak to your landlord before you go to market, not after you have a signed offer.
- 10
What key contracts or supplier relationships would be affected by a change of ownership?
Check every material contract for change of control clauses in advance.
- 11
How has revenue and profit trended over the last three to five years, and why?
Be ready to explain every significant rise or fall in plain, factual terms.
- 12
What is included in the sale, and what stays with you personally?
Vehicles, property, personal goodwill and any side arrangements need to be spelled out early.
- 13
Who are your competitors, and what is your actual point of difference?
A generic answer here reads as a lack of strategic clarity.
- 14
What are the biggest risks to this business over the next two to three years?
Naming the risks yourself, with a mitigation plan, builds more trust than pretending there are none.
- 15
What growth opportunities exist that you have not yet pursued, and why not?
This is where you demonstrate upside without overselling it.
- 16
What are staff wages, entitlements and any award obligations, and are they current?
Unpaid or miscalculated entitlements are a common and costly due diligence finding.
- 17
Are you willing to stay on for a transition period, and on what terms?
Decide your position on this before it is asked, including how it affects price and timing.
- 18
What systems, software and documented processes run the business day to day?
Buyers are assessing whether they are buying a business or buying a job.
- 19
What is your asking price based on, and how did you arrive at it?
A number backed by an independent valuation or normalised earnings holds up far better than a figure you simply feel is fair.
- 20
Have you told your staff, and how do you plan to manage confidentiality until settlement?
Buyers want to know a leak will not destabilise the business they are about to buy.
Not sure where your business would land on this list?
Most owners have gaps somewhere on this checklist. The Growth & Exit Collective helps owners close them before a buyer finds them first, so the sale process starts from a position of strength.