Due-diligence checklist

Provide the P&L, balance sheet, and cash flow statements, preferably reviewed or audited.

Document normalized EBITDA and support every add-back with defensible evidence.

Break revenue down by customer, product, and recurrence, and flag concentration.

Show the historical working capital trend and define a normal working capital level.

Organize the formation documents, cap table, ownership records, and good-standing evidence.

Customer, supplier, and partner agreements with change-of-control terms.

Disclose current, pending, and threatened matters, including any settlements.

Confirm that every operating license is current and transferable.

Show top-customer share and tenure together with retention and churn history.

Document contracted backlog, forward pipeline, and historical win rates.

Explain the pricing model, discounting discipline, and margin by segment.

Describe the structure, key-person dependencies, and depth of succession.

Provide SOPs and systems that let the business run without the owner.

Identify the core software, confirm data integrity, and show the reporting cadence.

Review compensation, non-compete and non-solicit terms, and retention exposure.

Confirm ownership of marks, domains, and code, and identify licensing dependencies.

Review infrastructure, access controls, and the organization's incident history.

List coverage types and limits, and disclose the claims history.

Summarize industry-specific compliance and identify any open findings.

Confirm that filings are current across jurisdictions and identify any exposures.