Chapter 6: Due diligence — investigate the business

Due diligence when buying a business: from NDA and data room to a full review, and what to do with findings: new price, warranties or conditions.

4 min readUpdated 3 November 2026

Due diligence is your thorough review of the business before the purchase becomes binding. You check whether the figures hold up, whether the agreements are what the seller says they are, and whether there are risks you did not know about. It is the best insurance you can get. This chapter describes the process from NDA to findings. The individual points are in the checklist before you buy, and Sitavo’s free due diligence checklist has more than 120 points you can work through.

The process from first look to completed review

The listing and the first conversation: read the listing carefully and ask the seller the obvious questions.
NDA: sign the seller’s confidentiality agreement to see the confidential information. See NDA when buying a business.
Initial review: go through the accounts and key figures in the data room, and assess whether the price makes sense.
Offer and letter of intent: agree on price and main terms, subject to due diligence and financing.
Thorough review: dig into finances, agreements, staff, legal matters and operations, ideally with your accountant and lawyer.
Findings and negotiation: gather the findings and decide what they mean for the price and the agreement.

The data room

On Sitavo, the seller shares documents in a data room, which you get access to with an approved NDA or an accepted offer. PDFs and images get a watermark with your name, and the seller can see which documents you have opened. With Ask the data room you can ask questions about the documents and get answers that refer to the source. AI can make mistakes, so always check the figure in the document itself. See Data room for buying a business.

What to investigate

Area	Typical questions
Finances	Do revenue and profit hold up when compared with the bank, VAT returns and payment provider? Are the normalisations documented?
Customers	How large a share do the biggest customers account for? Are there written agreements, and can they be terminated on a change of ownership?
Suppliers	Are there exclusive agreements, special prices or dependence on a single supplier?
Staff	Contracts, pay, seniority, holiday, key people and any non-compete clauses.
Lease and assets	How long the lease runs and whether it can be transferred. What is owned and what is leased?
Legal and permits	Disputes, warranty claims, licences, regulatory requirements and rights to the name, domains and code.
Tax and duties	Have VAT, withholding tax and duties been reported and paid? Especially important in a share purchase.
Digital	Traffic sources, access to analytics and ad accounts, platform dependence, technical debt and customer churn.

Ask for source data rather than summaries: bank statements, VAT returns, exports from the payment provider or read access to the analytics tool. Once the seller has released the CVR number, you can get a free company check on Sitavo with status, credit status and notices in Statstidende, the Danish official gazette.

Talk to the seller, not just the documents

Many important things are not in any document: why a large customer left, what the relationship with the landlord is like, or who the staff turn to when the owner is away. Hold one or more meetings with the seller, and visit the business if you can. Note the answers, and get the most important ones written into the agreement.

What do you do with your findings?

Almost every review finds something. The question is how serious it is and how best to deal with it. Collect the findings in a list, sort them by importance and discuss them with your adviser before you go back to the seller.

Finding	Possible solution
An unclear point that can be explained	Get the explanation in writing and put it in the data room.
A figure that is lower than stated	Adjust the price so it reflects the real figure.
A risk that may never materialise	A warranty from the seller, possibly with part of the price held back for a period.
Something that must be fixed before the handover	A condition in the agreement, such as consent from the landlord or a key customer.
Uncertainty about future earnings	An earn-out or a seller loan, so the seller shares the risk.
A serious problem that cannot be solved	Walk away. A due diligence condition makes that possible.

Be factual when you raise the findings. Refer to the documentation and explain what the finding means for your assessment. Sellers more often accept an adjustment when they can see how you arrived at it.

Due diligence tools on Sitavo

[Due diligence checklist](/dokumenter/due-diligence-tjekliste): a free template with more than 120 points.
[Data room](/hjaelp/datarum) and Ask the data room: the seller’s documents with watermarks, AI summaries and source references.
Company check: public information from the CVR register and Statstidende.
DD checklist tailored to the listing: points based on the listing’s category and figures, with notes and «Ask the seller». It is a paid add-on.
[Advisers](/raadgivere): find an accountant or lawyer who can take on the thorough review with you.

The seller’s side of the review is described in the seller guide’s chapter on due diligence. Once the findings are settled, you are ready to negotiate the purchase agreement, which is the subject of chapter 7.

Frequently asked questions

Due diligence is the buyer’s thorough investigation of the business’s finances, legal position, operations and risks before the purchase becomes binding. The aim is to know what you are paying for and to find the problems that should be reflected in the price or the agreement.
A first review happens before you make an offer, based on the listing and the documents you receive after the NDA. The thorough review usually takes place after a letter of intent and before the purchase agreement is signed. In an auction with binding bids, the review must be finished before you bid.
Assess how serious it is. Small issues can be settled with an explanation. Bigger findings can lead to a new offer, a warranty from the seller, part of the price being held back, a condition in the agreement or, ultimately, you walking away.
For a small webshop or website, often a few days. For a physical business with staff and a lease, usually several weeks. It depends mostly on how quickly the seller can provide the documents and how many questions come up.
Yes. The seller can see which documents each buyer has opened or downloaded. Your own questions in Ask the data room, however, are private.