ProbityThe diligence checklist
91 items, staged into the four moments a buyer actually experiences a deal, plus a short list of things you can check yourself before you ever ask the seller. This page shows the stages and a preview of each. A free account opens the full checklist, what each item is also called, why it matters, status tracking per item, and the workbook.
Your first deal is free, one business of your own, no card.
Stage 1: After the NDA
20 items
What a seller or broker will actually hand over once you have signed an NDA and before you have priced an offer. Tax returns lead.
Tax Returns & Financials
- Three years of business tax returns, every page
- Three years of year-end financial statements, profit and loss and balance sheet
- This year's financials so far, compared to the same months last year
17 more in this stage. Open them with a free account
Stage 2: Right after the LOI, required
28 items
What the seller can produce easily but rarely hands over before the LOI: full bank statements, the general ledger, sales by customer, AR and AP aging, contracts, and every add-back documented line by line. Any of it can still kill the deal or move the price.
Tax Returns & Financials
- A full general ledger export or trial balance, monthly P&L for the last two to three years, and the seller's explanation of any gap between the books and the tax returns
- The status of any PPP, EIDL or other government loan: forgiven, paid off, or still outstanding
- Any factoring agreement or line of credit, with recent borrowing-base certificates
25 more in this stage. Open them with a free account
Stage 3: What the lender will ask for
19 items
The SBA 7(a) credit file: the fixed asset register, payoff transcripts, payroll tax filings, entity formation documents, insurance schedules, and your own lender package. Have it ready so underwriting does not stall.
Some of these are governed by SOP 50 10 8.1, the SBA rulebook in effect from October 1, 2026: what counts toward your equity injection, whether a seller note counts toward it at all, and which debts go into the coverage test that sizes your loan. The SBA's new rules for business buyers walks through each one.
Tax Returns & Financials
- Depreciation schedule or fixed asset register
- Payment history and loan documents for any debt being paid off or assumed at closing
- Sales tax filings for the last 12 months
16 more in this stage. Open them with a free account
Stage 4: Day one
24 items
What you need to actually run the business the morning after closing: system logins, vendor contacts, employee files, license transfers, and insurance binders. None of it changes your price, all of it saves your first week.
Bank Accounts & Cash
- Cash handling and petty cash procedures
Money Owed To You and By You
- Payment terms with your key vendors, including anyone on COD or prepay
Equipment, Inventory & Assets
- Inventory valuation method, any slow-moving or dead stock, and three years of capital spending
21 more in this stage. Open them with a free account
Check these yourself
12 items
Not a request to the seller at all. All of it comes from public sources. Run them around the time you sign the NDA, before you spend the seller's goodwill asking for something you can already look up yourself.
- Secretary of State filings and certificate of good standing
- UCC lien search
- County and federal court litigation search
9 more. Open them with a free account
When you are ready to spread the returns
The checklist tells you what to collect. The SDE Recast tells you what it means. Your first deal is free, one business of your own, no card.
Create your free account