| Corporate & authority |
Entity docs, ownership ledger, board/member consents, good standing |
Confirms seller can sign and transfer |
Undisclosed owners, missing consents, outdated operating agreement |
| Financial |
P&L/BS, bank statements, AR/AP aging, inventory method, add-backs support |
Supports price + working capital |
Cash handling gaps, undocumented add-backs, inconsistent inventory |
| Tax |
Income/sales/payroll filings, payment plans, notices, 280E approach notes |
Avoids successor risk and payoff surprises |
Unfiled returns, unresolved notices, payroll tax exposure |
| Liens & debt |
Loan statements, payoff letters, UCC/lien search results, equipment leases |
Ensures clean title to assets |
Hidden liens, blanket UCC, lease buyouts overlooked |
| Contracts |
Key vendors/customers, assignment clauses, change-of-control triggers |
Prevents revenue cliff post-close |
Non-assignable contracts, “silent” termination rights |
| HR |
Roster, wages, benefits, handbooks, contractor agreements |
Ensures continuity and liability clarity |
Misclassification, missing I-9s, accrued PTO disputes |
| Real estate |
Lease, amendments, options, estoppels, landlord consent path |
Many deals hinge on the premises |
No assignment right, landlord demands new terms, rent reset |
| Licensing |
License certificates, renewal status, violations, change-of-control requirements |
Gating approvals and timelines |
Transfer not allowed, local approval missing, unresolved compliance issues |
| Compliance ops |
Security/operations plan, SOPs, audits, incident logs |
Buyer underwriting + regulator comfort |
Outdated plans, camera/storage noncompliance, weak SOPs |
| Track-and-trace |
Reporting history, reconciliations, adjustments, destruction logs |
Inventory integrity and audit risk |
“Phantom inventory,” unexplained adjustments |
| Assets |
Equipment list, serials, titles, maintenance records |
Bill of sale + lender collateral |
Leased assets assumed “owned,” missing titles |
| Insurance |
Policies, claims history |
Required by landlord/lenders |
Coverage gaps, claims not disclosed |
| Litigation & claims |
Demand letters, lawsuits, disputes |
Impacts reps & warranties |
Undisclosed disputes, unpaid settlements |
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