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Due Diligence Checklist

Everything you need to verify before signing on the dotted line.

How to use this checklist: Request each item through your Clozur deal room. Sellers upload documents securely; buyers review under NDA. Work through each section with your accountant and attorney before making a final offer.

Financial Due Diligence

  • □3 years of tax returns (business and personal if sole proprietor)
  • □3 years of Profit & Loss statements
  • □Current balance sheet
  • □Accounts receivable and payable aging reports
  • □Bank statements (12-24 months)
  • □List of all business debts and liabilities
  • □Payroll records and employee compensation
  • □Inventory valuation (if applicable)
  • □Capital expenditure history
  • □Cash flow projections for next 12 months

Legal Due Diligence

  • □Articles of incorporation / LLC operating agreement
  • □All business licenses and permits
  • □Trademark, patent, and IP documentation
  • □Existing contracts with customers, suppliers, and vendors
  • □Lease agreements (office, retail, warehouse)
  • □Employee contracts and non-competes
  • □Pending or prior litigation history
  • □Insurance policies (general liability, E&O, workers comp)
  • □Any regulatory filings or compliance records

Operational Due Diligence

  • □Organizational chart and team structure
  • □Standard operating procedures (SOPs)
  • □Key employee identification and retention risk
  • □Vendor and supplier relationships
  • □Operational technology and software tools
  • □Physical assets list (equipment, vehicles, fixtures)
  • □Any deferred maintenance or upcoming capital needs
  • □Owner role and transition plan post-sale

Customer & Revenue Due Diligence

  • □Top 10-20 customers and % of total revenue
  • □Customer churn rate (last 12-24 months)
  • □Recurring vs. one-time revenue breakdown
  • □Average contract value and contract lengths
  • □Customer satisfaction / NPS data
  • □Sales pipeline and backlog
  • □Marketing channel breakdown (where does revenue come from?)

Technology & Digital Due Diligence

  • □Domain ownership and DNS records
  • □Website traffic analytics (Google Analytics / Search Console)
  • □Social media account access and follower history
  • □Software subscriptions and SaaS costs
  • □Data security practices and any past breaches
  • □E-commerce platform and payment processor accounts
  • □Email list ownership and subscriber data

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Every seller on Clozur is identity-verified. Request an NDA to unlock financials and start your due diligence inside a secure deal room.

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