Buying a business: checklist and due diligence before you bid
Checklist for buying a business: budget and financing, finances, customers, lease, employees, legal and operations — for physical and digital businesses.
4 min readUpdated
A thorough review before the purchase — due diligence — is the best insurance you can get when buying a business. This list is a starting point whether you are buying a webshop, a SaaS, a restaurant or a trade business. Use it before you make an offer, and again before you confirm the agreement. For the review itself, you can use Sitavo’s free due diligence checklist with more than 120 items.
Get clear on your own position first
- Why do you want to buy, and what role will you play in day-to-day operations?
- What is your maximum price? Decide before you negotiate — and stick to it. This matters most in an auction, where bids are binding.
- Are you buying privately or through a company? It affects tax and liability — talk to your accountant.
- Do you have the time and money for the first months after the takeover, when unexpected costs often appear?
Financing the purchase
- How much can you pay from your own funds, and how much will the bank lend? Talk to the bank early and ideally get approval in principle.
- Does the seller offer seller financing or payment in instalments? It is stated on the listing, and you can propose it in your offer.
- Would an earn-out make sense if you and the seller see the future differently?
- Read financing a business acquisition and earn-outs for the benefits and pitfalls.
Finances
- Revenue and results for the last 2–3 years — from accounts, the bank or the payment provider, not just a spreadsheet.
- All costs: rent, wages, purchases, leasing, licences, hosting, advertising and fees.
- Owner’s salary: how much does the seller work, and what will it cost to replace that effort?
- Seasonal swings, one-off income and dependence on a few customers or suppliers.
- What is the price relative to normalised profit? A sale price estimate gives a price range, multiples and comparable deals (DKK 195 for basic, DKK 465 for extended).
Physical businesses
- Lease: term, notice, rent adjustment, and whether the lease can be transferred to you.
- Fixtures, machinery and vehicles: what is owned, what is leased, and what condition is it in?
- Employees: when you buy the assets, employees usually transfer with the business under Danish transfer-of-undertakings rules. Get an overview of contracts, seniority and holiday obligations.
- Licences and permits (such as an alcohol licence or food registration) — many are personal or must be applied for again.
- Stock: how is it counted and priced on the takeover date?
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Digital businesses: webshops, SaaS and content sites
- Read access to the analytics tool so you can see traffic sources and trends yourself — ask for a demo login.
- How much comes from Google, and are there signs of a drop after algorithm updates?
- Paid traffic: what does it cost, and what happens without it?
- Webshop: return rate, suppliers, stock and the platform’s subscriptions.
- SaaS: recurring revenue (MRR), churn, customer contracts and technical debt.
- Rights to the domain, code, texts, images and accounts, and whether they can be transferred.
Ownership, legal and operations
- Who owns the business in the CVR register, and do any charges or debts come with it? Once the seller has revealed the CVR number, you can run a company check with status, credit status and notices in the Danish Official Gazette (Statstidende).
- Are you buying the assets or the company’s shares? With a share purchase you also take over the company’s history and liabilities — see asset deal or share deal.
- Rights to the name, domain, trademarks, code, texts and images.
- Which agreements and accounts are included, and do they require consent to be transferred?
- How much time does the business take to run, and what handover help does the seller offer?
Due diligence tools on Sitavo
| Tool | What it helps with | Price |
|---|---|---|
| Due diligence checklist | General template with more than 120 items | Free |
| Data room and Ask the data room | The seller’s documents with AI summaries and source references | Free |
| Company check | Public information from CVR and Statstidende with red flags | Free |
| DD checklist tailored to the listing | Items based on the listing’s category and figures, notes and «Ask the seller» | DKK 195 |
| Sale price estimate | Price range and multiples as a report (PDF) | DKK 195 / 465 |
Next steps
Once you have the overview you need, you can make an offer on your terms — such as takeover date, payment method and conditions for due diligence and financing. If the business is sold in a bidding round or by auction, read bidding rounds and auctions first: an auction bid cannot be withdrawn, so your questions must be settled before you bid. In larger deals a lawyer and an accountant should review the agreement before you sign — find one among Sitavo advisers.
Frequently asked questions
Due diligence is the buyer’s thorough review of the business’s finances, legal position, operations and risks before the purchase becomes binding. The aim is to make sure you know what you are paying for.
For a small webshop or website often a few days. For a physical business with employees and a lease, usually several weeks, depending on how quickly the seller can provide the documents.
We recommend it for larger deals, share purchases and businesses with employees or a lease. For small digital deals a thorough checklist may be enough, but advice is always a good idea.
With ordinary offers you can state your conditions, such as due diligence and financing. An auction bid is binding and cannot be withdrawn, so the review must happen before you bid.
Typically figures that cannot be documented from the source, dependence on the seller’s own effort or a few customers, a lease that cannot be transferred, and unknown debt when buying shares.
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