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Due diligence checklist for sellers

What to have ready before anyone looks at your business.

Please note: This page explains what a term means. It is general information, not legal, financial, tax or investment advice, and it does not know anything about your business. Before you sign, file or commit to anything, check it with an accountant, a solicitor, or the official guidance we link to.

What it means

A seller's data room typically holds statutory records, three years of accounts and management accounts, contracts, employment records, IP assignments, leases, insurance, licences and litigation history.

Why it matters

Deals fail in due diligence more often than in negotiation, and usually because something ordinary was never documented.

What it looks like in practice

Start six to twelve months ahead. The commonest gaps are unsigned customer contracts, missing IP assignments from freelancers, unclear share history and employment status issues.\n\nA clean cap table reconciled to Companies House is the first thing asked for.

What to watch out for

Fixing problems during the process, which invites a price reduction. Fixed in advance, they never become findings.

Where to get proper advice

A corporate solicitor and an accountant with transaction experience, engaged early.

Where to read more

Last reviewed 2026-08-28 by Fiducia Together · Next review due 2027-08-28

Please note: This page explains what a term means. It is general information, not legal, financial, tax or investment advice, and it does not know anything about your business. Before you sign, file or commit to anything, check it with an accountant, a solicitor, or the official guidance we link to.

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