Due diligence — Prepare for due diligence

Stay in Control of the Deal Process When Buying or Selling a Business

Whether you are buying or selling a business, it is absolutely essential to stay actively involved in the process from beginning to end. A strong business broker, M&A advisor, accountant, or attorney can provide tremendous guidance and experience, but no one will care about the outcome as much as you do.

If you are working with a quality business brokerage firm or M&A advisory team, they should help guide you through the transaction process step-by-step. Still, it is wise to maintain your own checklist and regularly verify that the deal is moving forward properly. Communication, organization, and follow-through are critical in business transactions, and small delays or misunderstandings can sometimes become major obstacles later.

It is important to stay informed and remain in control, even while wisely utilizing professional advisors. Bring in a strong attorney when legal guidance is needed. Bring in a qualified accountant when reviewing financials, taxes, deal structures, or due diligence matters. But remember — advisors are there to help you achieve your goals, not to completely take over the decision-making process.

One of the biggest mistakes people make during business acquisitions or sales is becoming too passive. Even when speaking with attorneys, it is important to clearly communicate what matters most to you. Work collaboratively with your advisors to structure solutions that help both sides move toward a successful closing. The best transactions are often those where both parties feel they achieved a fair and positive outcome.

A win-win approach is usually far more effective than a win-lose mentality. Deals built around cooperation, clarity, and mutual benefit are more likely to close successfully and preserve goodwill after closing. Unfortunately, when transactions become overly combative, legal costs can escalate, timelines can collapse, and sometimes the deal fails entirely — leaving everyone frustrated and financially drained.

Choose your advisors carefully. Stay engaged in the process. Ask questions. Keep organized records. Monitor timelines and deadlines. And most importantly, make sure the deal structure aligns with your goals, your future, and your vision for success.

Make great things happen. Choose your path wisely. And surround yourself with professionals who help guide the process while still keeping you empowered and informed every step of the way.

Business Acquisition LOI / APA Buyer Checklist

1. Basic Deal Information

Date of the Agreement: ___________________
Total Purchase Price: $__________________
Earnest Money Deposit (initial): $_________
Additional Deposit upon acceptance: $_________
Promissory Note (if any): $_________
– Monthly Payment Amount: $_________
– Number of Payments: _______
– Interest Rate: ______% annually
– First Payment Date: ____________
Wire Transfer Payment Amount (due at closing): $_________
Deposit Handling:
– Escrow Agent Name: ___________________
– Address: ___________________
– Phone: ___________________
– Email: ___________________

2. Contingencies & Offer Expiration

Offer valid until: _________ P.M. on __________________
Third-Party Financing: [ ] Yes [ ] No
– Loan Application Due Date: _______________
– Loan Commitment Deadline: _______________
Visa Contingency: [ ] Not applicable [ ] Contingent until: _______________
Licensure Requirement: [ ] Not applicable [ ] Contingent upon obtaining license
Franchisor Approval: [ ] Not applicable [ ] Contingent upon franchisor approval

3. Due Diligence Period

Due Diligence End Date: __________________
Documents and items to review:
– Financial statements (3 years)
– Tax returns (3 years)
– FF&E inventory and condition
– Lease agreements
– Licenses and permits
– Supplier/vendor contracts
– Employee/HR policies
– Legal disputes
– Insurance policies

4. Assets Being Transferred

FF&E: [ ] As-Is [ ] Buyer will inspect
Inventory: [ ] Included [ ] Not Included [ ] Value: $_________
Inventory Inspection Agreement: [ ] Yes [ ] No
Accounts Receivable: [ ] Included [ ] Not Included [ ] Value: $_________
– Terms for uncollected A/R? __________________________
Accounts Payable: [ ] Seller responsible [ ] Buyer responsible

5. Warranties and Representations

Seller confirms business is free of liens or encumbrances
No undisclosed legal actions pending
Buyer acknowledges financial capability
Buyer agrees not to visit business pre-closing unless permitted
Buyer may assign purchase to a new entity (if applicable)
Restrictive Covenant Duration: ___ years, Area: ___________
Non-compete clause addressed

6. Premises & Lease

Lease Assignment Agreed: [ ] Yes [ ] No
Landlord consent/approval needed: [ ] Yes [ ] No
If no assignment: New lease deadline: _______________

7. Closing Details

Closing Date: __________________
Closing Attorney/Appointee:
– Name: ___________________
– Address: ___________________
– Phone: ___________________
– Email: ___________________
Closing Costs Split: [ ] 50/50 [ ] Other: __________
Broker Commission Agreement: [ ] Confirmed
– Listing Broker Details
– Selling Broker Details

8. Post-Closing Agreements

Seller’s Cooperation Period: ___ days/weeks/months
Seller Training or Transition Support
Transfer of marketing/branding assets
Transfer of licenses/permits with seller cooperation
Buyer responsible post-closing operations
Seller to maintain business until closing
Prorations calculated as of closing date

9. Indemnification & Set-Off Rights

Seller indemnifies Buyer for liabilities
Post-closing escrow holdback: $_________, Duration: ___ days
Buyer’s right to set-off outlined

10. Business Entity and Fictitious Name

Buyer Entity Name: ___________________
Fictitious Name: [ ] Yes [ ] No
– Current or New Fictitious Name: _______________

11. Confidentiality and Governing Law

Pre-closing confidentiality clause confirmed
Governing Law: [ ] Florida [ ] Other: ___________
Acknowledgment of electronic copies and signatures