Get Ready for Due Diligence Long Before You Want to Sell

John Kirsch

Sep 29, 2016

It may seem odd, but as soon as you start up a business, you should begin the documentation needed to sell or merge with another enterprise. It may be years down the road but the records often required in today’s M&A environment can be overwhelming. If your record keeping has been shoddy, it can be difficult or impossible to compile the information wanted by a potential buyer or partner.

You don’t want to forgo opportunities just because you didn’t have the necessary paperwork in order.

So what kind of information will you be asked for in the due diligence process? Below is a list of some common items.

As you can see from the list, the information that may be requested in M&A transactions can be quite detailed. Potential buyers and partners want full disclosure about operations so there are no surprises. Compile and update documentation so you are as prepared as possible.

This checklist only contains some of the items you may be asked to produce. The exact information depends on the business, the potential buyer and the industry involved. Kirsch CPA group helps owners prepare their business to be sold. If your goals include selling your business in the future, contact John Kirsch at 513-858-6040 to start structuring your business for sale.

Corporate Documentation	Articles of incorporation, bylaws, minutes, subscription agreements, shareholder agreements (and similar documents for an LLC and other formations)
Tax Returns	Copies of properly filed federal and state income tax, employment tax, state and local sales/use tax, property tax and other returns. If you do business in other countries, compliance with foreign tax requirements.
Financial Information	Income statements, balance sheet (audited, if available), deferred revenue, working capital, bank account information, revenue recognition policies, accounting procedures, debt, loan information and balances.
Management Team	Bios, employment contracts, salaries, management incentive plans and stock options. (Be aware that background checks and Internet searches about executives may be conducted.) Have managers signed non-compete agreements?
Operations	Computer systems and IT security Business equipment and related outstanding loans Maintenance of equipment, vehicles, facilities Distribution systems Strategic relationships, key vendors, suppliers Contracts with vendors and independent contractors Research and Development Facilities, including parking and Anticipated space needs in the future.
Human Resources	Salaries, overtime, bonuses, profit sharing How your business handles employee evaluations, discipline and terminations Do any employees work remotely or from home? Compliance with federal, state and local laws Employee handbook and Offer letters, contracts and non-compete agreements with employees.
Employee Benefits	Retirement plans, including vesting and employer match programs and Health insurance programs, including whether you have any former employees under COBRA.
Government Regulations	Licenses, permits, and required correspondence with government entities. Are you up to date on all public filings?
Sales and Marketing	Pricing of products and services Per customer revenue Customer retention statistics Competitors Commission structure for sales people Lead generation and tracking of leads in the pipeline and Advertising/ marketing programs and attendance at trade shows.
Products and Services	Inventory (cost, value and average levels) Obsolete or slow moving items and Pending products under development.
Legal Matters	Pending litigation, claims, major disputes Ownership and protection of intellectual property and Compliance with the Sarbanes-Oxley Act the Patriot Act, Occupational Safety and Health Act the Fair Labor Standards Act, the Consumer Product Safety Act and all other federal and state relevant laws.
Real Estate	Leases, terms Mortgages and equity in real property Environmental concerns and Tax liens and other liens against properties.
Insurance	Policies including business liability insurance, life, auto; product liability, directors and officers, casualty, Workers’ Compensation; and Accident/ injury reports.
Valuation	Have you had a professional valuation done? Does the value include intangibles such as goodwill?