Due Diligence Document Checklist: What Buyers Will Ask For

When you’re selling your business, due diligence is where the rubber meets the road. It’s the buyer’s chance to verify everything you've told them—and your opportunity to show this is a clean, well-run operation worth every cent of the asking price.

Being prepared means faster deals, fewer price chips, and more buyer confidence.

Here’s a comprehensive checklist of documents you’ll need to pull together.

🔍 Financial Records

Buyers (and their accountants) will want to cross-reference multiple sources to confirm financial performance.

Profit & Loss statements (last 3 years) – ideally monthly

Balance Sheets (last 3 years)

Tax returns – company and/or trust depending on structure

Year-to-date management accounts

Cash flow statements

ATO Portal Summary Reports (Australia-specific)

Business Activity Statements (BAS) (Australia-specific)

Bank statements (12–24 months) – matches cash flow and revenue receipts

Asset/depreciation schedule

Any R&D claims or government grants received

💡 If profit looks strong but cash flow is weak, explain your debtor cycle and working capital needs up front. Buyers are looking for real, bankable earnings.

🧾 Business Operations & Admin

Buyers want to understand how the business runs—and how much of that knowledge is locked in your head.

Organisational chart and staff roles

Employment contracts – terms, conditions, and roles for each team member

Employee entitlements report – including annual leave, long service, and personal leave accruals

Superannuation records (or equivalent retirement contributions)

Payroll summaries (STP or equivalent)

Leases – premises, equipment, vehicles

Insurance certificates – public liability, product, workers’ comp, professional indemnity (as relevant)

Key supplier and customer agreements

Franchise agreement (if applicable)

Standard Operating Procedures (SOPs)

💡 Make it easy for the buyer to visualise how the business runs without you in the room.

🏛️ Legal & Corporate Structure

This is about proving ownership, authority to sell, and legal cleanliness.

Company registration documents

ASIC company extract or similar (confirming current directors/shareholders)

Trust deed or shareholder agreement (if applicable)

Loan agreements (including director or shareholder loans)

IP ownership documents – trademarks, domains, licenses

Litigation/dispute history or risk disclosures

Minutes of shareholder or director resolutions (recent 12–24 months)

📈 Sales, Marketing & Pipeline

Buyers want to see a repeatable sales engine—not just one-off spikes.

Sales reports – ideally broken down by customer, product, or service

Client list or CRM export (anonymised if necessary)

Job pipeline or work-in-progress (WIP) summary

Marketing strategy, campaign data, or ad spend summaries

Website traffic, SEO rankings, or social media engagement

Subscription or recurring revenue breakdowns

💡 If 30% of your revenue comes from 2 clients, expect some buyer nerves—mitigate with retention strategy or multi-year contracts.

🛠 Other Operational Insights

These aren’t always requested, but having them ready helps you stand out:

Equipment list with values and ownership status

Software stack – what you use for accounting, CRM, inventory, etc.

IT or cybersecurity policies (for larger businesses)

🎯 Final Thought: Tell a Clean Story

The best due diligence isn’t just about documents—it’s about narrative clarity. If your financials, contracts, and operational metrics all line up to tell a consistent, low-risk, profitable story, you’ve just increased your odds of a smooth exit.

And remember:

“Buyers pay for future earnings—but they’ll only believe in those earnings if your past and present are rock solid.”