Pre-Due Diligence Readiness
Clear the hurdles
before the buyer audit.
Diligence is where offers get rewritten. Missing contracts, unclear ownership, and a financial file that takes weeks to produce tell a buyer the business is less controlled than the teaser claimed. We organize the assets and close those gaps first.
Confidential. No obligation. Start at least 90 days before you invite a buyer in.
Your information is 100% confidential. We never sell your data.
The audit is not the surprise. The delay is.
Buyers expect to test earnings, contracts, and ownership. What changes their confidence is how long it takes you to produce the file, and what the file contradicts. Weeks of “we’ll get that to you” read as weak controls. A change-of-control clause nobody read reads as a closing problem.
Pre-due diligence readiness is the sell-side version of that audit. We build the request list, find the holes, and clear the ones that can be cleared before a buyer has leverage.
Missing tax returns, an unsigned lease, a customer contract that cannot be assigned, and an add-back with no invoice. Each one is a reason to cut price or add a holdback.
The same items, found by you. Fix, disclose, or price them into the story. Diligence then confirms the file instead of discovering it.
We do not claim a prepared room guarantees a higher price. We do say an unprepared room is how a signed LOI becomes a smaller check. Start at least 90 days out. Messy ownership or licenses need longer.
What a buyer audit actually opens.
Six folders. If one is empty, that is the first question in the management call.
Financials and tax
Three years of P&Ls, balance sheets, and returns. Monthly statements and a trailing-twelve-month pack. AR and AP aging. Revenue by customer and by line. An add-back schedule with a document behind every line. Reviewed or audited statements reduce argument. Compilations do not.
Ownership and authority
Formation documents, operating agreement or bylaws, cap table, and the consents required to sell. If a minority holder, spouse, or lender has to sign, that is a hurdle, not a footnote. We find it before the buyer’s counsel does.
Customers and vendors
Top contracts, renewal dates, assignment and change-of-control clauses, and concentration. A client above roughly 20% of revenue needs a narrative before the question is asked. Handshake vendor deals get papered or disclosed.
People
Roster, comp, benefits, key employment or contractor agreements, and who is misclassified. Open claims and commission plans that survive a sale belong in the file, not in someone’s memory.
Assets, leases, and coverage
Equipment list, titled vehicles, real-estate leases, insurance, permits, and licenses. Expired coverage and a lease the landlord can terminate on sale are operational hurdles. They are also closing conditions.
Disputes and exceptions
Litigation, liens, tax notices, environmental or OSHA items, and related-party deals. Clean is better. Disclosed is survivable. Discovered is expensive.
Ninety days, in order
Corporate records first. Earnings second. The room last.
Foundation
Formation, ownership, authority to sell. Three years of statements and returns. Contract inventory. Concentration. The add-back list with backup.
Hurdles
Change-of-control review. Lease and license gaps. Employee agreements. For larger deals, the inputs a sell-side quality of earnings review will need.
Room
Index, name the files, write a one-page note on every exception. A buyer should open the room and find the answer, not a scavenger hunt.
What we will not paper over
Questions owners ask first
Walk into diligence with the file already open.
Tell us how close you are to a process. A member of our team will map the gaps a buyer would use to re-trade.
Confidential consultations • Gaps before leverage • No obligation
Navigating Transactions, Maximizing Potential
M&A Advisory Services For Privately-Held Businesses
© 2026 Co. Buy Sell - All Rights Reserved
