Acquisition Due-Diligence Checklist

Evidence request: Request the signed LOI or term sheet, draft purchase agreement, structure memo, included and excluded assets, assumed liabilities, and any earnout or seller-note terms.

Escalation or owner cue: Deal counsel and CPA should flag tax allocation, liability transfer, consent, and ROBS stock-purchase timing conflicts.

Evidence request: List the buyer attorney, seller attorney, CPA, lender, valuation professional, ROBS provider, plan document contact, insurance broker, and closing agent with decision deadlines.

Escalation or owner cue: Escalate missing counsel, valuation, lender, or plan-administration ownership before relying on the checklist.

Evidence request: Set a document index, confidentiality agreement, permitted recipients, and a log for materials withheld or redacted.

Escalation or owner cue: Counsel should decide what belongs in legal review rather than buyer notes.

Evidence request: Request formation records, good-standing evidence, governing documents, owner ledger, board or member approvals, and authority to sell.

Escalation or owner cue: Corporate counsel should resolve missing approvals, dissolved entities, minority-owner rights, or signature authority issues.

Evidence request: Confirm whether the buyer entity is the C corporation that will sponsor the qualified plan and purchase employer stock, and collect articles, bylaws, EIN, resolutions, and bank/trust setup status.

Escalation or owner cue: ROBS provider, ERISA counsel, and deal counsel should coordinate if an LLC, S corporation, holding company, or asset drop-down appears in the structure.

Evidence request: Request the pre-close and post-close cap table, option or phantom-equity promises, investor rights, shareholder agreements, and side letters.

Escalation or owner cue: Escalate plan-owned shares, seller retained equity, outside investors, and control rights to ERISA and corporate counsel.

Evidence request: Request three to five years of financial statements, monthly trailing-twelve-month P&L, balance sheets, general ledger, bank statements, and accounting policies.

Escalation or owner cue: CPA or QOE advisor should reconcile add-backs, owner expenses, revenue recognition, inventory, and cash-basis adjustments.

Evidence request: Request federal, state, local, sales-tax, payroll-tax, and information returns with notices, extensions, payment plans, and amended returns.

Escalation or owner cue: CPA should compare returns to books and flag unpaid taxes, nexus exposure, and successor-liability questions.

Evidence request: Request AR and AP aging, inventory detail, deferred revenue, deposits, prepaid expenses, historical working-capital trends, and proposed peg mechanics.

Escalation or owner cue: CPA, lender, and buyer should resolve whether target cash or normalized working capital is included or double counted.

Evidence request: Request fixed-asset register, equipment serial numbers, vehicle titles, leases, maintenance records, inventory count method, and excluded assets.

Escalation or owner cue: Counsel and lender should resolve liens, title gaps, leased equipment consents, and collateral descriptions.

Evidence request: Request trademark and copyright filings, domain registrar records, software licenses, source-code ownership, invention assignments, and transfer restrictions.

Escalation or owner cue: IP counsel should review unclear ownership, contractor-created assets, open-source obligations, and non-transferable licenses.

Evidence request: Request deeds or leases, amendments, landlord consents, estoppels, zoning evidence, permits, CAM history, and site obligations.

Escalation or owner cue: Real-estate counsel should review assignment rights, environmental triggers, rent resets, use restrictions, and owner-related leases.

Evidence request: Request all debt agreements, payoff letters, collateral schedules, guarantees, tax liens, UCC filings by debtor name, and release requirements.

Escalation or owner cue: Closing counsel and lender should confirm lien releases, payoff timing, and any personal-guarantee exposure.

Evidence request: Request pending or threatened claims, demand letters, agency notices, settlement agreements, warranty claims, and insurance tenders.

Escalation or owner cue: Counsel should decide whether indemnity, escrow, purchase-price adjustment, or walking away is warranted.

Evidence request: Request guarantees, leases, subscription commitments, deferred compensation, customer credits, gift cards, warranties, earnouts, and related-party obligations.

Escalation or owner cue: CPA and counsel should classify assumed versus retained liabilities and disclosure schedules.

Evidence request: Request customer, vendor, franchise, distribution, equipment, software, and financing contracts with assignment clauses and consent requirements.

Escalation or owner cue: Counsel should track consents and termination rights that could affect closing or valuation.

Evidence request: Request top-customer revenue by month, churn, backlog, contracts, credit memos, AR aging, and disputes.

Escalation or owner cue: Buyer and CPA should test whether concentration, collectability, or non-recurring revenue changes price or working capital.

Evidence request: Request top suppliers, pricing terms, rebates, purchase commitments, sole-source dependencies, and change-of-control notices.

Escalation or owner cue: Operations lead should verify post-close terms, credit limits, and backup suppliers.

Evidence request: Request census, job roles, wage rates, bonuses, contractors, exempt status, immigration records, PTO, handbook, and employment agreements.

Escalation or owner cue: Employment counsel and payroll provider should review classification, accrued liabilities, retention offers, and state-law notices.

Evidence request: Request health, retirement, cafeteria, workers compensation, unemployment, payroll-tax accounts, plan documents, SPDs, census, testing, and contribution history.

Escalation or owner cue: ERISA counsel or benefits advisor should review inherited obligations, plan termination or continuation, and participant notices.

Evidence request: Document when employees may become eligible for the buyer corporation's qualified plan and whether employer securities will be available under plan terms.

Escalation or owner cue: ROBS administrator and ERISA counsel should resolve eligibility, nondiscrimination, top-heavy, and participant-disclosure implications.

Evidence request: Request state and local licenses, professional permits, franchise approvals, agency correspondence, inspections, and transfer or reapplication requirements.

Escalation or owner cue: Regulatory counsel or licensing advisor should own approvals that are personal to the seller or location-specific.

Evidence request: Request environmental reports, hazardous-material records, OSHA logs, remediation notices, waste permits, and landlord environmental obligations.

Escalation or owner cue: Environmental counsel or consultant should determine whether Phase I, lender review, indemnity, or escrow is needed.

Evidence request: Request policies, loss runs, certificates, exclusions, pending claims, tail coverage options, cyber coverage, and lender insurance requirements.

Escalation or owner cue: Broker and counsel should align replacement coverage, additional insureds, lender endorsements, and pre-close claim handling.

Evidence request: Request system inventory, admin accounts, MFA status, payment processors, POS, CRM, hosting, backups, vendor contracts, and transition steps.

Escalation or owner cue: IT lead should test access transfer, privileged accounts, backups, and continuity before closing credentials change.

Evidence request: Request privacy notices, data map, customer consent records, breach notices, incident logs, PCI or sector requirements, and processor contracts.

Escalation or owner cue: Privacy counsel should review notice duties, sensitive data, state privacy rules, consumer-protection obligations, and sector-specific obligations.

Evidence request: If a qualified plan, payroll platform, or recordkeeper will hold participant data, request vendor security materials and access-control procedures.

Escalation or owner cue: Plan fiduciaries should consider DOL cybersecurity guidance when selecting and monitoring plan service providers.

Evidence request: Request lender sources-and-uses, equity evidence, seller-note terms, ROBS corporate stock proceeds support, use-of-funds backup, and closing statement draft.

Escalation or owner cue: Lender, CPA, and ROBS provider should reconcile buyer cash, ROBS corporate equity, debt, assumed liabilities, and seller credits.

Evidence request: Request lender checklist, credit memo conditions, collateral requirements, life insurance, landlord consent, franchise eligibility, environmental questionnaire, and standby terms.

Escalation or owner cue: Lender should own SBA or bank requirements. Counsel should review conditions that affect purchase agreement deadlines.

Evidence request: Request budget, debt-service model, payroll plan, inventory buys, transition costs, and contingency reserves for at least the first operating cycle.

Escalation or owner cue: Buyer, CPA, and lender should determine whether underfunded working capital changes deal size or financing mix.

Evidence request: Request plan adoption documents, trust account evidence, rollover timing, stock subscription agreement, board approval, stock certificate or ledger, and corporate bank receipt of proceeds.

Escalation or owner cue: ROBS provider and ERISA counsel should verify the plan buys employer stock and the corporation receives proceeds before business funds are spent.

Evidence request: Request formation valuation, purchase-price support, capitalization table, appraiser scope, and assumptions connecting the acquisition to employer stock value.

Escalation or owner cue: Valuation professional and fiduciary should address adequate-consideration support and conflicts of interest.

Evidence request: Request related-party transaction list, compensation plan, owner guarantees, leases, provider scope, plan document provisions, and service-provider contracts.

Escalation or owner cue: ERISA counsel should review transactions involving the owner, family, corporation, plan, and plan-owned employer stock.

Evidence request: Request final purchase agreement, bill of sale, assignment documents, consents, lien releases, payoff proofs, certificates, resolutions, lender closing package, and funds-flow statement.

Escalation or owner cue: Closing counsel should verify required deliverables before release of funds.

Evidence request: Request first-90-day owner list for payroll, bank authority, accounting cutover, licenses, insurance, benefits, plan administration, tax registrations, and vendor notices.

Escalation or owner cue: Buyer operations lead, CPA, payroll provider, benefits advisor, and ROBS administrator should own dated handoffs.

Evidence request: Maintain issue, evidence, status, owner, deadline, resolution, and document-location fields outside this no-storage browser checklist.

Escalation or owner cue: Escalate unresolved issues that affect price, closing, plan operations, financing, employee obligations, or operating permissions.