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Business Purchase and Sale: Due Diligence Checklist

Introduction

Transferring ownership of a business—whether you are the buyer or the seller—can be a complex, time-consuming process involving many different legal requirements, forms, and documents. Unless you’re an expert, it’s all too easy to miss something important and potentially delay, or even jeopardize, the transaction. That’s why we’ve put together this general guide. It summarizes the issues inherent in a business sale and lists many of the documents both parties will employ to ensure due diligence is performed—no matter what the industry is or how the sale is structured. Where appropriate, we also provide more specific questions that apply to transactions involving different types of sellers, buyers, or purchase types. Unless otherwise noted, “the company” refers to the business being sold.

  1. Basic business information
  2. Basic entity documents
  3. Additional due diligence documents
  4. Items often addressed in the purchase & sale agreement
  5. Additional items/questions to consider
  6. Documenting the sale & post sale