Due diligence checklist for buying a business

Version 1.0.0 · updated 14 October 2026 · 16 sections

Due diligence is the investigation you, as the buyer, carry out before you commit to buying a business. The purpose is to confirm that the business is what the seller has presented it as, and to find the risks that need to be handled in the price, in the purchase agreement or by not buying.

The checklist is organised by the areas a buyer typically reviews: finances, tax and VAT, corporate matters, contracts, customers and market, employees, operations and suppliers, IT and digital assets, intellectual property rights, leases and physical assets, environment and authorities, and financing and deal structure. It covers both digital businesses such as webshops and SaaS and physical businesses such as restaurants, shops, trades and manufacturing.

Not every point is relevant to every deal. If you are buying a small webshop, a number of points about employees and the environment are irrelevant, whereas they are central when buying a manufacturing business. Use the list as a starting point, strike out what is irrelevant, and send the relevant points to the seller as a request for documentation.

Want the checklist tailored to the business you are looking at? Choose «DD checklist tailored to the listing» on the listing page.

Use the template when …

  • You have a letter of intent in place and are about to start investigating the business.
  • You want to send the seller a structured list of the documents you need.
  • You want to make sure you do not overlook material risks before you sign the purchase agreement.
  • You need to coordinate the work between yourself, your accountant, your lawyer and your bank.
  • You are the seller and want to prepare the data room based on the questions buyers typically ask.

Good advice

  • Involve an accountant for the financial and tax review and a lawyer for the legal review — especially in a share purchase, where all historical obligations come with the company.
  • Prioritise: start with the points that could bring down the deal (quality of earnings, lease, key customers, permits) before you spend time on the details.
  • Keep a question log with numbered questions and answers, so you can document what the seller has disclosed.
  • Findings in due diligence are handled in the purchase agreement with specific warranties, price reductions, escrow or conditions — note them as you go.
  • Respect confidentiality: you are bound by the NDA you have signed, even if the deal does not go ahead.

Use the template in Sitavo

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The template

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The template is in Danish. The agreement text is written in Danish under Danish law and is shown and downloaded in Danish. The introduction, advice and form on this page are in English.

Due diligence-tjekliste

Køber: [Købers navn]

Virksomhed: [Virksomhedens navn]

Dato: [Dato]

Sådan bruger du tjeklisten

  1. Afgræns omfanget: Stryg de afsnit, der ikke er relevante for netop denne handel.
  2. Fordel opgaverne: Hvad gør du selv, hvad gør revisor, og hvad gør advokaten?
  3. Send anmodningen: Send de relevante punkter til sælger som en dokumentliste med en svarfrist.
  4. Gennemgå og spørg: Læs dokumenterne, og stil opfølgende spørgsmål i en nummereret log.
  5. Besøg virksomheden: Se lokaler, udstyr og drift med egne øjne, og tal med ledelsen.
  6. Saml konklusionerne: Lav en liste over fund og vurdér for hvert fund, om det skal påvirke prisen, garantierne, betingelserne eller beslutningen om at købe.
OmrådeAnsvarligFristStatus
Finansiel[navn / revisor][dato][ikke startet / i gang / afsluttet]
Skat og moms[navn / revisor][dato][status]
Juridisk og kontrakter[navn / advokat][dato][status]
Kommerciel og drift[navn][dato][status]
IT og digitale aktiver[navn][dato][status]
Lejemål, fysiske aktiver og myndigheder[navn][dato][status]

1. Finansielle forhold

  • Årsrapporter for de seneste 3 år (med revisorerklæring, hvis der er en).
  • Saldobalance og periodeopgørelse for indeværende år til seneste måned.
  • Budget for indeværende og næste år samt forudsætningerne bag.
  • Månedlig omsætning for de seneste 24–36 måneder, så sæsonudsving kan ses.
  • Omsætning fordelt på produkter, ydelser, kanaler og geografi.
  • Bruttoavance og dækningsgrad pr. produktgruppe og over tid.
  • Specifikation af alle normaliseringer med dokumentation (ejerløn, private udgifter, engangsposter).
  • Afstemning mellem bogført omsætning og bankindbetalinger.
  • Afstemning mellem bogført omsætning og data fra kasse-, webshop- eller betalingssystem.
  • Debitorliste med aldersfordeling og vurdering af tab.
  • Kreditorliste med aldersfordeling og eventuelle restancer.
  • Varelagerliste med opgørelsesprincip og vurdering af ukurante varer.
  • Oversigt over igangværende arbejder og forudbetalinger fra kunder.
  • Anlægskartotek med driftsmidler, anskaffelsesår og bogført værdi.
  • Oversigt over al rentebærende gæld, kassekredit og leasingforpligtelser.
  • Garantier, kautioner, sikkerhedsstillelser og andre forpligtelser uden for balancen.
  • Udvikling i arbejdskapital over året.
  • Oversigt over investeringer de seneste år og forventede investeringsbehov.
  • Revisors eventuelle forbehold, supplerende oplysninger eller ledelsesbrev.

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Not legal advice. The template is a general starting point and not legal, tax or financial advice. It does not take account of the specific circumstances of your particular deal. Always adapt the document, and have a lawyer and an accountant review it before it is signed. Sitavo is not a party to the agreement and accepts no liability for the use of the template.

When do you carry out due diligence?

Due diligence (DD) is the buyer’s examination of the business before the purchase agreement is signed. It usually comes after you have signed a letter of intent (LOI) setting out price, structure and exclusivity, and before the final purchase agreement. Start too early and you spend time and adviser fees on a business you have not agreed a price for. Start too late and you have no time to react to what you find.

The aim is not to find a perfect business. It is to confirm that the business is what the seller has presented, and to identify the risks that need handling: in the price, in the warranties of the purchase agreement, through a specific indemnity, or by walking away.

The areas the checklist covers

  • Finances: annual reports, trial balances, monthly figures, gross margin and normalised earnings. Do the figures in the sales material match the accounts and the bank statements?
  • Tax and VAT: filings, any cases with the Danish Tax Agency (Skattestyrelsen), VAT returns and payroll tax where relevant. In a share purchase, tax risk stays with the company.
  • Corporate matters: ownership, articles of association, shareholders’ agreements, charges and registrations in the Danish business register (CVR).
  • Contracts: customer, supplier and partnership agreements, especially change of control clauses, exclusivity and notice periods.
  • Customers and market: customer concentration, churn, repeat purchase rate and how dependent revenue is on a few customers or one channel.
  • Employees: employment contracts, key people, collective agreements, accrued holiday and non-compete or non-solicitation clauses.
  • IT and digital assets: domains, hosting, source code, systems, accounts and licences — and who is registered as owner.
  • Intellectual property: trade marks, copyright in design, text and code, and whether freelancers have assigned their rights.
  • Premises and physical assets: the lease, fixtures, machinery, stock and leasing agreements.
  • Environment, licences and authorities: alcohol and serving licences, food approval, authorisations and enforcement notices.

How to prioritise

The checklist is deliberately broad, and not every item fits every deal. Start by striking out what is irrelevant. If you are buying a small online shop with no staff, the sections on employees and environment are short. If you are buying a manufacturing business, they are central.

  1. Start with what could sink the deal: the figures, ownership of the key assets and the largest customers.
  2. Then what could move the price: normalisations, deferred maintenance, the value of stock, expiring contracts.
  3. Finally what must go into the purchase agreement: warranties, indemnities and conditions for completion.
  4. Send the relevant items to the seller in one go, and ask for the documents to be placed in the data room so you have one place to refer to.

Have an accountant review the finances and tax, and a lawyer review contracts, the lease and employment matters, when the amount or complexity justifies it. It is rarely money wasted.

Red flags

  • The figures in the sales material cannot be reconciled with the annual report, the VAT returns or the bank account.
  • The seller will not share documentation, or documents arrive late and piecemeal.
  • A large share of revenue comes from one customer, one supplier or one channel.
  • Key assets are held in the seller’s own name or in another company.
  • The lease expires soon, or the landlord can object to an assignment.
  • The owner is the business: customers, suppliers and know-how depend on one person.

Online and physical businesses

For an online shop, SaaS product or app, due diligence is largely about data: traffic sources, conversion rate, MRR and churn, access to Google Analytics and the payment provider, the quality of the source code and dependence on platforms such as Google, Meta, Shopify or the App Store. See also the checklist before you buy.

For a shop, restaurant or trade business, the physical side weighs heavily: the terms and length of the lease, licences that do not transfer automatically, staff and their rights under the Danish Transfer of Undertakings Act (virksomhedsoverdragelsesloven), the condition of fixtures and whether the stock can be sold. Visit at different times of day, and talk to the landlord early.

General DD template or a tailored checklist?

This page is Sitavo’s General DD template: a fixed checklist that covers most deals. On a listing, buyers can also purchase the add-on «DD checklist tailored to the listing», an interactive list adapted to the listing’s category and figures, where you can add notes and send questions to the seller directly in the conversation. The general template is a good place to start either way.

How to use the checklist on Sitavo

The due diligence checklist is open to anyone with a verified account, because you need it before you have a bid or a deal. You can fill it in and download it as a PDF from your account; the checklist itself is in Danish. If the seller has placed documents in the listing’s data room, you can work through the list there. See also the checklist before you buy and, for sellers, the due diligence chapter of the seller’s guide, so you know what the buyer will ask.

Frequently asked questions

  • Due diligence is the buyer’s review of the business’s finances, tax, contracts, employees, IT, rights and premises before the purchase agreement is signed. The aim is to verify the seller’s information and identify risks to be handled in the price or the agreement.

  • Usually after a signed letter of intent, when price and exclusivity are agreed, and before the final purchase agreement. Both parties then know the basis for the review, and the buyer has room to complete it.

  • It depends on the size of the business and how quickly the seller can provide documentation. A small online shop can be quick; a business with staff, premises and many contracts takes longer. Agree a timeframe in the letter of intent.

  • In smaller deals you can work through much of the list yourself, but as a rule an accountant should look at finances and tax, and a lawyer at contracts, the lease and employees, when the amount or risk is significant.

  • You can renegotiate the price, ask for a specific warranty or indemnity in the purchase agreement, make completion conditional on the issue being fixed, or withdraw. What is possible depends on what you agreed in the letter of intent.

  • Anyone with a verified account can fill in and download the general due diligence checklist, even without a listing or a deal.

Related documents

Letter of intent (LOI) for buying a businessLetter of intent setting out the preliminary main terms of a business acquisition — purchase price, payment structure, conditions and timetable — with binding exclusivity and confidentiality and clearly separated non-binding terms.Asset purchase agreement for buying a businessComprehensive purchase agreement for the sale of a business’s assets — fixtures and equipment, stock, goodwill, domains, customer records, intellectual property rights and contracts — with purchase price allocation, employees, seller’s warranties, limitation of liability, non-compete clause and VAT-free transfer.Share purchase agreement (SPA) for an ApS or A/STemplate for the purchase and sale of shares in an ApS or A/S — with a purchase price mechanism, closing, comprehensive seller’s warranties, tax indemnity and limitation of liability.Non-disclosure agreement (NDA) for the sale of a businessOne-way or mutual non-disclosure agreement for use before the seller shares accounts, customer information and other sensitive data with a potential buyer. Includes non-solicitation, no-contact, return of information, an optional contractual penalty and a GDPR section.