Business Acquisition Checklist

Target Business: [Name] · Prepared by: [Name] · Date: [Date]

Financial Due Diligence

[ ] 3 years of financial statements (P&L, balance sheet, cash flow) reviewed [ ] Tax returns for the last 3 years reviewed [ ] Accounts receivable aging reviewed [ ] Outstanding debts and liabilities identified [ ] Revenue concentration by customer analyzed (risk if too concentrated)

Legal Due Diligence

[ ] Corporate formation documents and good standing confirmed [ ] All material contracts reviewed (leases, customer/vendor agreements, loans) [ ] Pending or threatened litigation identified [ ] IP ownership confirmed (trademarks, patents, domain names) [ ] Employment agreements and any change-of-control provisions reviewed

Operational Due Diligence

[ ] Key employees identified, with retention plan considered [ ] Customer contracts reviewed for assignability/change-of-control clauses [ ] Physical assets and condition assessed [ ] Vendor/supplier relationships and terms reviewed

Structuring

[ ] Asset purchase vs. stock purchase decided [ ] Purchase price allocation discussed with tax advisor [ ] Financing arranged

Closing

[ ] Purchase agreement drafted and reviewed by counsel [ ] Escrow/holdback terms agreed for any post-closing indemnification claims [ ] Transition services agreement in place, if seller is assisting post-closing

*Checking customer contracts for "change of control" clauses (under Operational Due Diligence) before closing is often overlooked — a key contract that automatically terminates upon an ownership change can materially reduce the value of what's actually being acquired.*