Due diligence is where half of agreed business sales fall apart, and the failures are rarely exotic. A tax return that does not match the P&L. An add-back with no receipt behind it. A lease nobody read until the lender did. Every one of them was findable months earlier, by the seller, for free.
This checklist is the full document set a buyer and an SBA lender will request, organized the way a data room should be organized. It is the same list whether you sell with a broker or without one. Work through it before you list and diligence becomes a fast confirmation of what you already showed the buyer. Work through it during diligence and you are assembling your defense while the clock runs and the buyer's confidence leaks.
Check items off as you gather them; your progress saves in your browser. Download it or print it if you would rather work on paper. No email required.
The Seller’s Due Diligence Checklist
0 of 47 documents ready
0%
Progress saves in your browser. Nothing you check leaves this page.
Financial and tax
The lender recalculates SDE from these source documents. This section decides whether the deal finances at your price.
Customers and revenue
Anonymize customer identity until after the LOI; the percentages and tenure are what buyers need first.
Legal and corporate
Findable problems found late are deal-killers; the same problems disclosed early are line items.
Contracts and vendors
The question behind every item: does it survive an asset sale, and does assignment need anyone's consent?
Facilities and lease
The lease must outlast the buyer's loan. This is the section that stalls closings in the final weeks.
Operations and assets
This is where the operations manual pays for itself: the business's knowledge, on paper, transferable.
Employees and HR
Buyers read this section for the question they cannot ask directly: who walks when the owner does?
Insurance and compliance
Thin coverage or lapsed compliance becomes the buyer's problem on day one, so they check.
How to use this list
Build the data room before anyone asks. The right month to assemble these documents is the month you build your CIM, before the listing goes live. A seller who answers a document request in hours reads as organized and honest; the same request answered in a week and a half reads as a business with something to find. Speed is credibility in diligence, and speed is only possible if the folder already exists. Where this fits in the larger calendar is on our month-by-month selling timeline.
Organize it exactly like the checklist. A cloud folder per section, documents named plainly, nothing loose. The buyer's attorney, accountant, and lender will each work through it independently; a clean structure means each of them finds what they need without a request cycle through you.
Anonymize before the LOI, disclose after. Customer names, employee names, and vendor pricing are post-LOI material. The percentages, tenures, and structures are pre-LOI material. Sellers get in trouble at both extremes: sharing everything early hands the crown jewels to unqualified buyers, and refusing structural data makes the business uninvestable. The checklist notes which sections carry this concern; our guide on what buyers look for covers the progressive disclosure framework in full.
Fix what you find. Some items on this list will surface problems: a contract that is not assignable, a lease shorter than a loan, an add-back you cannot document. That is the checklist working. Every problem found now is a line item you control; the same problem found by the buyer's lender is a repricing event. Our guide on why deals fall through is, in effect, the story of this list not being run in time.
Skip the folder-building
A data room that assembles itself as you onboard.
BizTender's onboarding walks this exact checklist with you, organizes the data room as documents come in, and flags the items that will trip an SBA underwriter before any buyer sees them. Diligence becomes the short stage of your sale instead of the fatal one.
Common questions
How long does it take to assemble all of this?
For an owner with reasonably organized records, two to four weeks of part-time effort, and most of it is gathering rather than creating. The exceptions are the documents that may not exist yet: a documented SDE calculation, an operations manual, a current equipment list. Those are worth building properly, and they are covered by our guides on SDE and documenting operations. If your books need real cleanup, that is a separate project measured in months, and better discovered now.
Do I really need all of it for a small, simple sale?
The list scales down gracefully: a business with no vehicles skips the titles, one with no franchise skips that agreement. What does not scale down is the financial section. Every financed deal, at any size, runs through a lender who wants three years of returns, the source documents behind the SDE, and the debt schedule. If you trim anywhere, do not trim there.
When do buyers actually see these documents?
In layers. Pre-LOI, a serious buyer sees the CIM plus structural data: concentration percentages, anonymized org chart, sample contracts. Post-LOI, formal diligence opens and the full data room comes into play, customer names included, usually under the confidentiality terms of the LOI. The checklist is built to be assembled once and disclosed in layers, not assembled twice.
What single item on this list kills the most deals?
The undocumentable add-back. It is the most common gap between the SDE a seller claims and the SDE a lender underwrites, and the gap comes straight out of the financeable price. The lease is the runner-up, because it surfaces latest. Both are cheap to fix early and expensive to discover late, which is the argument for running this list a year before you plan to need it.