Business Acquisition Due Diligence Checklist

Free Business Buyer Resource

Business Acquisition Due Diligence Checklist

Buying a business in Australia? Before you sign the contract, make sure you know what you're actually buying. Use this practical checklist to organise the information your accountant, lawyer and finance broker will need.

Business owners reviewing documents during a business acquisition discussion

Don't Buy the Business Before You Check the Business

A business can look profitable from the outside and still carry financial, legal, operational or contractual risks. Due diligence helps you understand the business before you commit your money — and can also help your finance team understand the transaction.

7 Due diligence areas
10 Pages of guidance
30+ Document checks
FREE Download

Why Business Acquisition Due Diligence Matters

The Australian Government recommends researching an existing business before buying it and reviewing its financial records, operations and legal documents. Due diligence can help identify risks before you commit to the purchase.

The goal isn't to find a reason not to buy.

The goal is to understand the business well enough to decide whether the price, structure, risks and funding requirements make sense for you.

Business acquisition financial documents and due diligence review

What's Included in the Due Diligence Checklist?

We've organised the checklist around the information a buyer should gather before completing an acquisition. You can work through each section with your accountant, lawyer and finance broker.

Business acquisition checklist and documents being reviewed Business buyer organising documents and due diligence information
01

The Business & The Deal

  • Asking price and what's included or excluded
  • Asset sale or share sale
  • Seller's reason for selling
  • Vendor finance, earn-outs or deferred payments
  • Proposed settlement and handover arrangements
02

Financial Records

  • Last three years of profit & loss statements
  • Balance sheets and cash flow statements
  • Year-to-date financial information
  • Tax returns and BAS
  • ATO debts, payment arrangements or disputes
  • Aged debtors and creditors
  • Existing loans and finance facilities
03

Legal & Business Structure

  • ASIC records and ownership information
  • ABN and ACN details
  • Business name and company/trust structure
  • Draft contract of sale
  • Supplier and customer agreements
  • Franchise agreements where applicable
  • Current or threatened legal disputes
  • Intellectual property ownership
04

Licences, Permits & Insurance

  • Industry licences
  • Permits and accreditations
  • Council approvals
  • Confirmation of licence transferability
  • Current insurance policies
  • Insurance claims history
05

People, Customers & Suppliers

  • Employee list and roles
  • Employment contracts and applicable awards
  • Accrued employee entitlements
  • Superannuation status
  • Major customer contracts
  • Customer concentration
  • Key supplier agreements
  • Supplier pricing and payment terms
06

Assets, Stock & Operations

  • Plant and equipment register
  • Vehicles and machinery
  • Owned versus financed assets
  • Current inventory and valuation
  • Website and domain
  • Software and systems
  • Business phone numbers and digital assets
  • Premises lease and renewal options
07

Funding & Affordability

  • Your available deposit or equity
  • Amount you need to borrow
  • Purchase price and transaction costs
  • Stamp duty and other applicable costs
  • Post-settlement working capital requirement
  • Available security
  • Overall funding structure
08

Final Handover

  • All documents collected and organised
  • Accountant engaged
  • Lawyer engaged
  • Finance broker briefed
  • Outstanding questions identified
  • Missing information followed up

What Should You Check Before Buying a Business?

The Australian Government's business.gov.au guidance recommends checking the business's records, plans and operations before buying. It identifies financial records, legal documents, licences, contracts, assets, inventory and liabilities as areas buyers should investigate.

Buying an Existing Business — business.gov.au

Official Australian Government guidance covering research, valuation, due diligence, financial records, contracts, licences, assets and liabilities.

Read business.gov.au's guidance →

Australian Taxation Office — Acquiring a New Business

The ATO provides guidance around commercial and tax due diligence when acquiring a business and identifying potential tax risks.

Read ATO guidance →

ASIC — Business & Company Information

ASIC maintains company and business name registers that can help buyers investigate the legal identity and registration information associated with a business.

Visit ASIC →

Due Diligence Is Not a Substitute for Professional Advice

Your accountant, lawyer and finance broker each have a different role.

An accountant can help assess financial and tax information. A lawyer can review the contract, legal obligations and transaction structure. A finance broker can assess the funding requirements and help determine how lenders may view the acquisition.

Don't rely on a checklist alone to make an acquisition decision. Use it to make sure the right questions are being asked and the right documents are being collected.

Ready to Work Through the Checklist?

Download the free ProBiz Finance Business Acquisition Due Diligence Checklist and keep it with your acquisition documents. Use it to request information from the seller and keep track of what your professional advisers need.

↓ Download Free Due Diligence Checklist PDF · Free resource · Prepared by ProBiz Finance

More Resources for Buying a Business

Due diligence is only one part of the acquisition process. Once you understand the business, the next step is working out how the purchase can be structured and funded.

Buying a Business Requires More Than Looking at the Asking Price

Before buying an Australian business, consider its financial performance, legal structure, customers, employees, assets, contracts, operational dependencies and future funding needs. Explore our Buying a Business resources to understand the broader acquisition process.

Business buyer discussing business acquisition finance with an adviser

Want to Know How a Lender May View the Acquisition?

Due diligence tells you what you're buying. Finance assessment helps you understand how the transaction could potentially be funded. If you're considering buying a business, talk to ProBiz Finance before you commit to the purchase.

Important information: This checklist is a general information resource designed to help prospective business buyers organise documents and questions during an acquisition process. It is not legal, accounting, tax, valuation or financial advice and does not replace professional due diligence.

Buyers should obtain appropriate advice from qualified legal, accounting, tax and financial professionals before entering into a business acquisition or finance transaction.

ProBiz Finance ABN 52 661 057 647 | Credit Representative Number 542838 | Australian Credit Licence No. 384704.

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