Sometimes selling a business is a carefully choreographed exit. Other times… it’s less elegant. A surprise approach. Burnout. A partner wanting out. A global pandemic. Or maybe you’ve finally cracked after the photocopier jammed for the seventh time this week.
Whatever the trigger, if selling is even on your radar, it’s worth understanding what typically happens next – especially the due-diligence questionnaire that buyers (and their lawyers) often send. These can be long, detailed and document-heavy. Rather than scrambling to piece things together later, preparing now puts you in control of the process and the negotiation.
Buyers love a good due-diligence checklist (their lawyers love it even more). So here’s a look at the usual topics they dig into – minus the interrogation lamp.
Corporate Basics
Buyers usually begin by checking the foundations. That includes:
- Company registers & constitution
- Board minutes
- A clear group structure (including any dormant entities)
This is the “ID check” for your business — the framework that shows who you are legally and how the organisation fits together.
Assets & Equipment
Next comes the practical question: what exactly is the buyer buying?
Prepare to provide:
- Plant & equipment lists
- Updated stocktakes
- Business records and operational documents
- Details of equipment leases
- Any licences, permits or authorisations
A clear, current asset list avoids slowdowns and boosts buyer confidence.
Finance & Security Interests
The financial landscape is a key part of buyer risk assessment. You’ll need to outline:
- Loan and facility agreements
- Any compliance issues or covenant breaches
- PPSR registrations
- Finance leases or guarantees
Tidying up outdated or unnecessary security registrations early saves time and avoids awkward surprises later.
Customer & Supplier Contracts
This is where buyers really dig in, because these relationships drive revenue. Expect to supply:
- Standard customer terms, credit applications and purchase orders
- Major customer agreements
- Supplier contracts – local, interstate, international
- Any unusual obligations or change-of-control provisions
If long-standing commercial relationships are informal or poorly documented, now is a good time to shore them up.
Property & Premises
Even if you don’t own the real estate, premises matter. Buyers will usually want:
- Copies of leases
- Rent reviews, options & expiry details
- Whether landlord consent is required for the sale
A clear understanding of occupancy terms helps the buyer assess continuity and risk.
Employees & Workplace Matters
Your team is a major part of the value of the business – and a major area of buyer scrutiny. Prepare:
- An employee list with roles, salaries & entitlements
- Employment contracts
- Applicable awards or enterprise agreements
- OH&S policies, training and any incidents
Clean documentation prevents negotiation bottlenecks and reduces perceived risk.
Intellectual Property & IT
Modern due diligence pays close attention to intangible assets. Buyers typically want:
- Business names, trademarks and logos
- Domain names
- Copyright in marketing, manuals, catalogues or software
- Software licences and systems documentation
A tidy IP portfolio reassures the buyer that they’re acquiring a brand they can actually use.
Insurance, Compliance & Disputes
Finally, buyers look for any risk shadows. They may ask for:
- Certificates of currency for insurance
- Details of past or current claims
- Any disputes, investigations or regulatory issues
- Any known compliance concerns
These don’t have to be deal-breakers – they just need to be surfaced and handled properly.
Why This Preparation Matters
When selling your business, due diligence isn’t just an administrative step – it shapes the negotiation, the deal structure, and ultimately the price. Understanding the common categories in a buyer’s questionnaire helps you:
- Avoid last-minute document hunts
- Present a cleaner, stronger business
- Stay in control of the narrative
- Negotiate with confidence, rather than defensiveness
Preparation is power.
How We Help
At Clearscope Legal, we manage the entire legal side of your business sale – including the heavy lifting of responding to the buyer’s due-diligence process.
Behind closed doors, we:
- Review and organise the documents the buyer will ask for
- Identify gaps before the buyer’s lawyers do
- Prepare clear, strategic responses to the due-diligence questionnaire
- Manage the flow of information to protect your negotiating position
Ensure you’re across the issues that genuinely matter to deal value
All so you can step into negotiations calm, confident and fully informed – and secure the
best possible deal.
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