Steady businesses. Careful buying. Real improvement.
We buy established businesses in essential services anywhere in the USA. Every deal is researched across its whole market, screened on AI systems we operate ourselves and checked document by document before we sign, then grown through the Blueprint: better operations, marketing and connections.
Request the investor briefA generation of owners is retiring.
Many profitable small businesses are for sale because their owners want to retire. Many have strong customers and weak systems. That gap is where we create value, and we look for it in every state.
- 72%
- of business sales between $1M and $2M were driven by owner retirement in Q2 2026
- IBBA and M&A Source, Market Pulse Survey Q2 2026
- 8,619
- Florida businesses for sale that our systems found and scored in one scan, October 2026
- Kolt Holdings research, 8 public marketplaces, 16 October 2026
- 2.0x–3.1x
- typical price as a multiple of yearly owner earnings for businesses under $2M
- IBBA and M&A Source, Market Pulse Q2 2026
Essential services with repeat customers.
Needed in every economy
Pest control, fire safety, HVAC, cleaning, insurance: services customers keep paying for in good years and bad.
Hard to replace with AI
We favor work that a trained person must do on site, and use AI to run the office behind it.
Room to grow
Fragmented markets with many small owners, so one good business can grow by adding others.
Research at a scale one buyer cannot match.
We built AI systems that read whole markets and apply the same written checks to every business. The systems run the public-record checks and flag every number that is not yet tied to a document; our people read the documents and make the final call.
Whole markets, not a shortlist
Our systems read every public listing in an industry across the United States and score each one the same way. One recent scan covered 1,071 HVAC businesses for sale nationwide; another, 316 plumbing businesses, with the typical asking price, owner earnings and multiple for each state.
253 checks, 17 areas
One written framework of 253 items across 17 areas follows a deal from public screening through closing and the first months of ownership: 39 public-record checks our software runs before anyone calls, then 85 on the first documents, 84 in deep diligence, 20 for financing and 25 at closing and after, each one verified by our people. It draws on 121 public sources. Federal checks run the same in every state; state checks are looked up in the state the business sits in.
54 deal-breakers
Fifty-four of the checks are kill rules: if one fails, the deal stops, whatever the price. Most deals stop early, before anyone pays for a full review.
The first 48 hours
Twenty-six public searches we run before a conversation, and eleven more inside the first two days, most of them on the first documents we ask for right after the NDA. By the end of the second day we know whether to keep going.
Figures from Kolt Holdings research, October 2026. The checklist and scans are our own work, run on systems we operate ourselves.
How we vet a business, state by state.
The same written checks run on every business we look at, in every state. Federal checks apply everywhere; state checks change with the licence board, the tax office and the courts; the rest is the business itself.
253
checks from first screen to closing and after
Our systems run the public-record checks on every listing before anyone spends an hour on it. People read the documents and make the call.
Share of the checks by layer
- 43 Federal
- The same check in every state.
- 77 State
- The same question, put to the state the business sits in.
- 133 The business
- Its own documents, people and customers.
Filter by area or industry
Showing 253 of 253 checks
P1Screen
Public listings and the public record1 to 2 days, mostly software · 39 checks
Federal civil litigation, all districts
What we ask for: Run it ourselves: PACER Case Locator, party search, entity, DBAs, owners; all courts, all dates. Pull the docket for every hit. Later: seller's litigation schedule to compare against.
- Why it matters:
- Pending or past federal suits (contracts, FLSA wage claims, ADA, franchise, IP) show disputes, liabilities and a pattern of how the business treats people.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
ADA Title III suit history
What we ask for: PACER search for ADA Title III cases naming the entity or the landlord at the premises; walk the site and test the website.
- Why it matters:
- Serial ADA accessibility suits (premises and websites) cluster in a few federal districts; each costs USD 10k to 30k to settle and the fix becomes ours.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
Bankruptcy of the business or an affiliate
What we ask for: PACER Case Locator, bankruptcy, nationwide and then the districts covering the target's state, by entity, DBAs and affiliates, 10 years.
- Why it matters:
- A prior Chapter 7 or 11 explains gaps in the record; an open case means the sale needs court approval.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
Criminal matters naming the business
What we ask for: PACER criminal party search; state and county criminal dockets; news search.
- Why it matters:
- Rare, but fraud, environmental or labour prosecutions of the entity end a deal at once.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
Federal tax liens
What we ask for: Business liens: the state's federal-lien registration index (Secretary of State or county recorder, depending on the state) and the IRS account transcript (item F). Individual owners: official records of the county of residence.
- Why it matters:
- An IRS lien attaches to all property of the taxpayer; in a stock deal it stays, in an asset deal the lien can follow the assets.
- Applies to:
- Every industry
- Source:
- irs.gov
Personal bankruptcies of the owners
What we ask for: PACER bankruptcy search by each owner's name, nationwide, 10 years.
- Why it matters:
- A recent personal bankruptcy changes how we read every representation the owner makes about money.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
EIN, legal name and state record match
What we ask for: IRS EIN confirmation letter (CP 575 or 147C); W-9 as issued to customers; Secretary of State record; bank account title; licence holder names. One entity, one EIN, one name.
- Why it matters:
- The IRS record, the Secretary of State record, the bank account, the W-9 the business gives customers and the name on the licences must all name the same entity; a mismatch means a different company is selling than the one that earned the revenue.
- Applies to:
- Every industry
- Source:
- irs.gov
Federal criminal record
What we ask for: PACER criminal party search by owner name, all districts.
- Why it matters:
- Federal fraud, tax and labour prosecutions do not appear in the state check.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
Civil litigation history of each owner personally
What we ask for: PACER and state court searches by owner name as plaintiff and defendant, 10 years; family and probate divisions too.
- Why it matters:
- An owner who sues or is sued often will do the same to us after closing.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
Sanctions and exclusion screening
What we ask for: OFAC sanctions search; SAM.gov exclusions; HHS OIG LEIE for health care; each owner, the entity and key staff.
- Why it matters:
- A sanctioned seller cannot be paid; an excluded provider cannot bill Medicare or Medicaid; a SAM exclusion kills government work.
- Applies to:
- Every industry
- Source:
- sanctionssearch.ofac.treas.gov
Federal labour-enforcement footprint (DOL WHD, OSHA, EEOC, NLRB) in one pass
What we ask for: DOL Wage and Hour enforcement data (back wages, violations); OSHA establishment search (item O1); EEOC litigation and FOIA charge history (item G12); NLRB case search (item G13), each by every legal and trade name.
- Why it matters:
- Four federal databases together show whether the employer has been investigated, cited or charged in the last 10 years; most sellers never mention them.
- Applies to:
- Every industry
- Source:
- enforcedata.dol.gov
Trademarks: federal, state and common law
What we ask for: USPTO Trademark Search for the name and logo and close variants; the target state's trademark registry; registrations held by the seller entity (not the owner); assignment at closing recorded with USPTO.
- Why it matters:
- The name we pay for must be ours to use and defend; a third party's registration can force a rename.
- Applies to:
- Every industry
- Source:
- tmsearch.uspto.gov
OSHA inspection and citation history
What we ask for: OSHA establishment search by name and address, 10 years; citations, penalties, abatement.
- Why it matters:
- Citations show safety culture and repeat findings raise penalties for us.
- Applies to:
- Every industry
- Source:
- osha.gov
EPA ECHO and state environmental compliance record
What we ask for: ECHO facility search; the state environmental agency's facility, permit and spill databases by name and address; contaminated-site and storage-tank maps; notices of violation; consent orders.
- Why it matters:
- Permits, inspections and violations for air, water, waste and storage tanks are public; a notice of violation is a liability.
- Applies to:
- Every industry
- Source:
- echo.epa.gov
State and county civil dockets
What we ask for: State court portal (statewide where the state has one, otherwise each county clerk) for every county the business operates in and every county the owners live in, 10 years. Search entity, DBAs, owners as plaintiff and defendant.
- Why it matters:
- Most small-business disputes (unpaid vendors, customer suits, evictions, employment) are filed in state court, county by county, in whichever state the business and the owners sit.
- Applies to:
- Every industry
- Source:
- ncsc.org
Collections, small claims and evictions against the business
What we ask for: Same state and county portals, small-claims and landlord-tenant divisions, 5 years.
- Why it matters:
- Vendor collection suits and eviction filings are the earliest public sign of cash stress.
- Applies to:
- Every industry
- Source:
- ncsc.org
Judgments against the entity and owners
What we ask for: State judgment-lien index (Secretary of State or the state's central registry where one exists); county official records for recorded judgments on real property; PACER for federal judgments.
- Why it matters:
- An unsatisfied judgment follows the assets in an asset deal through the judgment lien, and it tells us a creditor had to go to court to get paid.
- Applies to:
- Every industry
- Source:
- iaca.org
Regulatory actions and consent decrees
What we ask for: State licensing-board discipline, state attorney general and FTC cases, OSHA and EPA ECHO (items H and O), CFPB complaints where consumer finance is involved. Seller's schedule of agency contacts, 5 years.
- Why it matters:
- Licensing boards, the state attorney general, the FTC, OSHA, EPA and consumer agencies publish actions; a consent decree binds the business after the sale.
- Applies to:
- Every industry
- Source:
- nascla.org
UCC-1 financing statements against the entity
What we ask for: UCC search in the state where the entity is organised (the state UCC index; free or low-cost online in most states) by exact entity name, every prior name and each DBA; read each filing's collateral description and secured party. Compare with the seller's debt schedule.
- Why it matters:
- A UCC filing means a creditor claims the assets we are buying; a blanket lien blocks a clean transfer until released.
- Applies to:
- Every industry
- Source:
- iaca.org
State tax liens and warrants
What we ask for: County official records and the state lien registry by entity and owner for 'tax lien', 'tax warrant' and the state revenue department's name; cross-check with the state tax clearance in item F.
- Why it matters:
- State revenue departments record liens or warrants for unpaid sales, use, withholding and unemployment tax, usually in county records or a state lien registry; most states make the buyer of a business liable for them (successor liability).
- Applies to:
- Every industry
- Source:
- usa.gov
Secretary of State entity record: status, formation date, address, registered agent
What we ask for: The business-entity record in the state of organisation: status active, date filed, principal and mailing address, registered agent, event history (name changes, conversions, mergers). Foreign registration in every other state it operates in.
- Why it matters:
- 'Established 1998' in a listing often means a 2021 LLC bought an old name; the entity's age sets what history we can verify.
- Applies to:
- Every industry
- Source:
- nass.org
Annual reports current; certificate of good standing
What we ask for: Annual-report or periodic-report filings on the Secretary of State record; order a certificate of good standing (certificate of status) for closing.
- Why it matters:
- A missed annual report or franchise-tax filing leads to administrative dissolution or revocation; a dissolved seller cannot convey good title until reinstated.
- Applies to:
- Every industry
- Source:
- nass.org
Assumed names (DBAs) registered and current
What we ask for: State (or county, in some states) assumed-name search for every trade name used on signage, invoices, the website and reviews; owner must be the selling entity.
- Why it matters:
- Most states bar an unregistered assumed name from suing on its contracts; the brand we are buying must be a registered name owned by the seller, at the state or county level as the state requires.
- Applies to:
- Every industry
- Source:
- nass.org
Officers, directors and managers vs the stated owners
What we ask for: Compare Secretary of State officers and managers with the seller's ownership statement; search the registry by each officer's name for other entities.
- Why it matters:
- The people on the filings should be the people selling; a name we did not know about is an owner, a lender or a problem.
- Applies to:
- Every industry
- Source:
- nass.org
State criminal history check
What we ask for: State criminal-history repository check for each owner, spouse-owner and key manager (name-based; fingerprint-based with consent); county criminal dockets for detail.
- Why it matters:
- A fraud or theft conviction changes the value of every representation; a name-based state check is instant and cheap in most states.
- Applies to:
- Every industry
- Source:
- fbi.gov
State corrections and sex-offender registries
What we ask for: State department of corrections offender search; VINELink; NSOPW national registry; for staff: the employer's own screening policy.
- Why it matters:
- Mandatory where the business serves children, the elderly or enters homes (home services, care, cleaning).
- Applies to:
- Home care, Pest control, HVAC and plumbing, Electrical services, Commercial cleaning, Landscaping and irrigation
- Source:
- vinelink.vineapps.com
Professional licence discipline
What we ask for: State licensing-board searches (contractor, health, insurance, finance) for each owner and qualifier; NMLS for finance; FINRA BrokerCheck for securities.
- Why it matters:
- Discipline on the licence that the business runs on (contractor, cosmetology, health, insurance) can end the licence after our purchase.
- Applies to:
- Every industry
- Source:
- nascla.org
Other businesses the owner runs or ran
What we ask for: Secretary of State officer search by owner name in the home state and neighbours; OpenCorporates for all states; the owner's LinkedIn; ask for a schedule of all current and past business interests.
- Why it matters:
- A string of dissolved companies, or a live competitor the owner keeps, tells us about the exit and the non-compete.
- Applies to:
- Every industry
- Source:
- nass.org
Workers' compensation coverage and compliance
What we ask for: State workers' compensation proof-of-coverage search for the entity; current policy and declarations; class codes vs actual duties; officer exemptions; experience modification factor; monopolistic-fund account where applicable.
- Why it matters:
- Every state but Texas requires workers' compensation coverage, with thresholds from 1 employee up; four states run monopolistic state funds; a stop-work order and penalties follow a gap, and most states publish a proof-of-coverage lookup.
- Applies to:
- Every industry
- Source:
- iaiabc.org
Licence and permit inventory
What we ask for: Seller's list; verify each on the issuer's site (state licensing boards, health department, agriculture or pest-control agency, fire marshal, alcohol agency, insurance department, county, city); photograph the wall.
- Why it matters:
- Every state, county and city licence the business operates under, with issuer, number, holder, expiry and transfer rule.
- Applies to:
- Every industry
- Source:
- nascla.org
State licensing-board status, complaints and discipline
What we ask for: State licensing-board search for the business and every qualifier or licensee; complaint and discipline history; renewal dates.
- Why it matters:
- Construction trades, cosmetology, real estate, food service, alcohol, veterinary and more sit under state boards; the public record shows complaints and discipline, and whether the licence belongs to the business or to a person.
- Applies to:
- Every industry
- Source:
- nascla.org
State consumer-trade licences (pest control, security, private investigation, auto repair, health studios, travel, telemarketing)
What we ask for: The target state's agency for each trade (agriculture for pest control, attorney general or licensing department for security, PI, auto repair and telemarketing); licence and complaint history; certified operator's licence and employment; bond.
- Why it matters:
- Each state regulates a different set of trades that look unregulated; many need a certified operator or a bond, and complaint history is public.
- Applies to:
- Pest control, Commercial cleaning, Landscaping and irrigation
- Source:
- npmapestworld.org
Insurance, finance and mortgage licences
What we ask for: State insurance-department licensee search for the agency and every producer, in each state of appointment; NMLS Consumer Access for mortgage and consumer finance; carrier appointments; agent discipline.
- Why it matters:
- Agencies and finance companies need the agency licence and licensed agents or MLOs in every state they sell into; discipline is public.
- Applies to:
- Insurance and benefits agencies
- Source:
- content.naic.org
News, social media and web history
What we ask for: Google and news search on the business, DBAs and owner names; Wayback snapshots of the website over 10 years; Facebook/Nextdoor mentions.
- Why it matters:
- Local press, reviews and the Wayback Machine surface disputes, rebrands and claims the seller has stopped making.
- Applies to:
- Every industry
- Source:
- web.archive.org
Employee reviews and culture
What we ask for: Glassdoor, Indeed and Google reviews by current and former staff; job postings history (churn signal).
- Why it matters:
- Glassdoor and Indeed reviews describe cash pay, unpaid overtime and turnover before any record does.
- Applies to:
- Every industry
- Source:
- glassdoor.com
Online reviews and ratings trend
What we ask for: Google Business Profile, Yelp, Facebook, industry sites (Angi, Houzz, Healthgrades); ratings by quarter; owner responses; review velocity.
- Why it matters:
- Google, Yelp and Facebook ratings over time show service quality and the response culture.
- Applies to:
- Every industry
- Source:
- support.google.com
Complaints: BBB, state attorney general, consumer agencies, CFPB
What we ask for: BBB profile; state attorney general complaint history (public-records request where needed); state consumer-protection or licensing-agency complaints; CFPB database for consumer finance.
- Why it matters:
- Agency complaints are the public record of unhappy customers and precede enforcement.
- Applies to:
- Every industry
- Source:
- bbb.org
Review forensics: velocity, authenticity and removals
What we ask for: Google and Yelp review timelines by month for 5 years; share of reviewers with one review; filtered and removed reviews; owner-response pattern; competitor benchmarks; FTC fake-review rule exposure.
- Why it matters:
- Ratings can be bought; a burst of five-star reviews from new accounts, reviews filtered as 'not recommended', or a profile that changed owner mid-stream tells us the reputation is not what the listing says.
- Applies to:
- Every industry
- Source:
- support.google.com
Industry durability and demand trend
What we ask for: Industry research; local demand drivers (population, construction, tourism); technology and regulatory threats; competitor openings and closings.
- Why it matters:
- The plan scores industry durability; an industry below 8 without a discount is a hard stop.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
P2First look
Broker contact, NDA, first numbers1 to 3 weeks · 85 checks
SBA EIDL and PPP loans
What we ask for: Debt schedule; UCC search (SBA as secured party); PPP lookup (SBA FOIA data or ProPublica); EIDL note and forgiveness letters from the seller.
- Why it matters:
- COVID EIDL loans over USD 25k carry a blanket UCC-1; a change of ownership without SBA consent is a default. Unforgiven PPP is debt.
- Applies to:
- Every industry
- Source:
- sba.gov
Beneficial-ownership filing status by entity type
What we ask for: Formation jurisdiction from the Secretary of State record; for a foreign-formed entity, confirmation of the BOI filing and its beneficial owners; for a domestic entity, the seller's ownership statement is the record.
- Why it matters:
- Since the March 2025 interim final rule, US-formed companies and US persons do not file BOI reports; a foreign-formed company registered to do business in a US state still must. Checking the entity's formation country sets whether a filing should exist.
- Applies to:
- Every industry
- Source:
- fincen.gov
Payroll tax deposits and filings
What we ask for: Forms 941 and 940, 3 years; EFTPS deposit history; state withholding and unemployment-insurance returns; any IRS or state notices.
- Why it matters:
- Unpaid payroll tax carries a 100% trust-fund penalty for responsible persons and attaches to the business in a stock deal.
- Applies to:
- Every industry
- Source:
- irs.gov
1099 filings and contractor documentation
What we ask for: Forms 1099-NEC filed, 3 years; W-9s for every contractor; contractor agreements and certificates of insurance.
- Why it matters:
- Unfiled 1099s and missing W-9s are penalties; large 1099 spend is the first sign of misclassification.
- Applies to:
- Every industry
- Source:
- irs.gov
PPP loan forgiveness
What we ask for: Forgiveness decision letters; ProPublica lookup to confirm the loans that existed.
- Why it matters:
- An unforgiven PPP loan is debt; a forgiven one may still be reviewed.
- Applies to:
- Every industry
- Source:
- projects.propublica.org
Entity tax status and state income or franchise tax
What we ask for: Form 2553 acceptance; state income or franchise tax returns for every filing state, 3 years; built-in gains history; state pass-through entity tax elections.
- Why it matters:
- An invalid S-election or a C corporation changes the deal structure and the seller's tax cost (and so the price they need); most states also levy a corporate income or franchise tax and some tax pass-through entities.
- Applies to:
- Every industry
- Source:
- irs.gov
W-2 versus 1099 classification
What we ask for: Contractor list with duties, hours, exclusivity, who sets the schedule and supplies tools; agreements; compare with the DOL economic-reality test and IRS factors.
- Why it matters:
- A core workforce paid on 1099 means back wages, overtime, payroll tax and benefits for 3 years, and it is ours in a stock deal.
- Applies to:
- Every industry
- Source:
- dol.gov
Union, organising and NLRB history
What we ask for: NLRB case search by employer name; any CBA; recent petitions or demand letters.
- Why it matters:
- A collective bargaining agreement binds a successor in most cases; an organising drive changes labour cost and flexibility.
- Applies to:
- Every industry
- Source:
- nlrb.gov
Vehicles, drivers and USDOT/FMCSA
What we ask for: FMCSA SAFER snapshot and Safety Measurement System for the USDOT number; driver qualification files; drug and alcohol testing programme and Clearinghouse queries; state registrations and IFTA/IRP if interstate.
- Why it matters:
- Commercial vehicles over 10,001 lb need a USDOT number; the SAFER safety rating, inspections and crash history are public; CDL drivers need drug testing programmes.
- Applies to:
- Vehicle fleets, HVAC and plumbing, Pest control, Landscaping and irrigation, Electrical services
- Source:
- safer.fmcsa.dot.gov
Franchise, dealer and distribution agreements
What we ask for: Franchise agreement and FDD; transfer clause, fee, approval process and timeline; dealer or distribution agreements with the same.
- Why it matters:
- A franchisor or manufacturer must approve the transfer and may charge a fee, require training or impose a right of first refusal.
- Applies to:
- Franchises
- Source:
- ftc.gov
Government and public contracts (novation)
What we ask for: List of government contracts; novation and consent requirements; small-business or minority set-aside status that depends on the owner.
- Why it matters:
- Federal contracts need a novation agreement under FAR 42.12; state and local contracts have their own consent rules; set-aside status may be lost.
- Applies to:
- Government contractors
- Source:
- acquisition.gov
HVAC and plumbing: EPA Section 608, state mechanical or plumbing licence, local permits
What we ask for: State (or city) mechanical, HVAC and plumbing contractor licences and the qualifier; EPA 608 card for every technician; refrigerant purchase and recovery logs; permit history with local building departments; manufacturer dealer agreements; warranty obligations on installed systems.
- Why it matters:
- Any technician who services refrigerant-containing equipment must hold an EPA Section 608 certification; most states license HVAC and plumbing contractors through a state board (a few leave it to cities), with a qualifying individual; refrigerant purchase, leak-repair and backflow records are inspected.
- Applies to:
- HVAC and plumbing
- Source:
- epa.gov
Government and institutional customers
What we ask for: Contract list by public customer; bid cycle; payment terms; novation requirements.
- Why it matters:
- Public customers pay slowly, bid periodically and need consent to assign (item H).
- Applies to:
- Government contractors, Health care, Commercial cleaning, Landscaping and irrigation, Fire and life safety
- Source:
- acquisition.gov
Flood, wind, wildfire and earthquake exposure
What we ask for: FEMA flood map for the premises; elevation certificate if available; current flood, wind, wildfire and quake policies and premiums; residual-market (FAIR plan or state insurer) placement.
- Why it matters:
- Flood zone sets insurance cost and lender requirements; coastal wind, wildfire and earthquake cover can cost more than rent in exposed regions and may only be available from a state residual-market plan.
- Applies to:
- Every industry
- Source:
- msc.fema.gov
SBA 7(a) eligibility of the business and of us
What we ask for: Lender pre-screen; 13 CFR 120.110 check; size standards; our personal financial statements and credit.
- Why it matters:
- Ineligible businesses (13 CFR 120.110), passive income, lending, gambling, and owner citizenship rules can end the financing route.
- Applies to:
- Every industry
- Source:
- law.cornell.edu
Construction and mechanics' liens
What we ask for: County official records search for claims of lien, preliminary notices and lis pendens by entity and job addresses, 3 years; the state's mechanics'-lien statute sets what is filed where.
- Why it matters:
- For contractors and for owned premises, claims of lien and notices of commencement show unpaid subcontractors or disputes on jobs.
- Applies to:
- Every industry
- Source:
- usa.gov
Prior ownership changes and predecessor entities
What we ask for: Secretary of State event history and document images; search dissolved entities with the same name or address; ask the seller for the chain of ownership since founding.
- Why it matters:
- Asset drops into a new LLC, name changes and conversions hide history (liabilities, lawsuits, dissolved predecessors).
- Applies to:
- Every industry
- Source:
- nass.org
Related-party entities (same officers or address)
What we ask for: Secretary of State officer and address searches; general ledger vendor and customer lists against those names; related-party schedule from the seller.
- Why it matters:
- The property LLC, the management company and the family supplier set the real rent, costs and margins.
- Applies to:
- Every industry
- Source:
- nass.org
The business broker's licence
What we ask for: State real-estate commission licensee search for the broker and brokerage where the state requires it; listing agreement terms.
- Why it matters:
- About a third of states require a real-estate licence to broker a business sale; an unlicensed intermediary where one is required cannot enforce a commission and signals a weak process.
- Applies to:
- Every industry
- Source:
- usa.gov
Pending divorce or probate touching the ownership
What we ask for: Family and probate dockets in the owners' state and county; ask directly; spousal consent and joinder in the purchase agreement (community-property states especially).
- Why it matters:
- Shares can be marital property; a pending divorce or an estate can block or cloud the sale.
- Applies to:
- Every industry
- Source:
- ncsc.org
Key employees' licences and backgrounds
What we ask for: State licence lookups for each key employee (licensing board, health department, pest-control or fire-marshal registry as the trade requires); employment agreements; the same public searches as for owners where the role is sensitive.
- Why it matters:
- The qualifier, pharmacist-in-charge, lead technician or office manager may hold the licence, the customers or the bank login.
- Applies to:
- Every industry
- Source:
- nascla.org
State sales and use tax returns and registration
What we ask for: State sales-tax returns, 36 months, for every nexus state; registration active (resale or seller's permit verification); use tax on purchases; exemption certificates on file for exempt sales.
- Why it matters:
- Sales tax collected and not remitted is the buyer's debt in most states; the returns must tie to revenue in every state where the business is registered (five states have no general sales tax).
- Applies to:
- Every industry
- Source:
- taxadmin.org
State unemployment-insurance returns, rate and balance
What we ask for: State UI quarterly wage reports, 12 quarters; current rate notice; agency account statement; compare reported wages to 941 wages (test 6).
- Why it matters:
- The successor inherits the seller's experience rate in most states, and in some the unpaid balance too; the rate change costs real money.
- Applies to:
- Every industry
- Source:
- oui.doleta.gov
Business personal property tax
What we ask for: County assessor personal-property account and returns, 3 years; tax collector paid status; proration or settlement in the agreement where the state does not prorate.
- Why it matters:
- About 40 states tax business equipment and inventory at the county level; an assessment against the 1 January owner survives the sale and can be levied on the new owner's property.
- Applies to:
- Every industry
- Source:
- usa.gov
Contractor licence and qualifying agent
What we ask for: Qualifier's licence and status; whether the qualifier is the seller; a replacement qualifier (employee or our own licence) ready to file; the state board's change-of-qualifier forms and timeline; reciprocity if we hold a licence elsewhere.
- Why it matters:
- In most licensing states a contractor licence belongs to a qualifying individual, not the business; if the qualifier leaves, the business has a short window (30 to 90 days, by state) to designate a replacement and may not contract for new work meanwhile.
- Applies to:
- HVAC and plumbing, Electrical services, Fire and life safety, Licensed contractors
- Source:
- nascla.org
Food service and lodging licences
What we ask for: State or county health-department licence and inspection history; plan-review needs; new-licence application timeline; last 3 inspections.
- Why it matters:
- Food-service and lodging licences are usually non-transferable; the buyer applies for a new licence or files a change of ownership with the state or county health authority, and the inspection history is public.
- Applies to:
- Food service and lodging
- Source:
- qcor.cms.gov
Alcoholic beverage licence transfer
What we ask for: State ABC licence type and number; transfer application; temporary permit; any pending charges; the licence's lien status; TTB permit for producers, importers and wholesalers.
- Why it matters:
- In quota or control states a licence is an asset worth tens to hundreds of thousands of dollars; transfer takes a state application, often a temporary permit, background checks and no unpaid taxes; the TTB basic permit does not transfer.
- Applies to:
- Alcohol licensees, Food service and lodging
- Source:
- ttb.gov
Health care licences and change of ownership
What we ask for: State facility licence and survey history; CHOW timeline; practitioner licences; Medicare/Medicaid enrolment and the CMS-855 change-of-ownership; OIG exclusion check (item D).
- Why it matters:
- Clinics, home health, hospices, pharmacies and labs need a state change-of-ownership filing (often 30 to 90 days before closing) and a CMS 855 change of ownership; practitioners hold personal licences.
- Applies to:
- Health care, Home care
- Source:
- qcor.cms.gov
Pest control: state structural pest-control licence and certified applicators
What we ask for: Company licence and the named certified operator; every technician's state certification or registration card; EPA restricted-use applicator certificates; pesticide-use records and label compliance; complaint and enforcement history with the state agency; the transfer path if the operator is the seller.
- Why it matters:
- Every state licenses structural pest control through its agriculture department or a pest-control board; the company licence usually rests on a certified operator or qualifying applicator, each technician needs a state certification or registration, and restricted-use pesticides need an EPA-recognised certified applicator.
- Applies to:
- Pest control
- Source:
- npmapestworld.org
Fire protection: state fire marshal licence and NICET certifications
What we ask for: State fire marshal contractor licence and its responsible managing employee; NICET certificates by technician and level; inspection, testing and maintenance records for contracted systems (NFPA 25, 72); deficiencies reported to the authority having jurisdiction; backflow and alarm-monitoring agreements.
- Why it matters:
- Fire-alarm, sprinkler and suppression contractors are licensed by the state fire marshal (or a contractor board) and most states require NICET-certified technicians at set levels for design and inspection; NFPA 25 and 72 inspection records are the service history and the liability trail.
- Applies to:
- Fire and life safety
- Source:
- firemarshals.org
Rent at market and related-party landlord
What we ask for: Landlord entity on the Secretary of State record vs the owners; market rent comparables; any new lease with the related landlord.
- Why it matters:
- If the owner owns the building, the rent in the P&L is a choice, not a cost; re-price to market before valuing (books test 19).
- Applies to:
- Every industry
- Source:
- nass.org
Policy schedule and certificates
What we ask for: Schedule and declaration pages for general liability, property, auto, workers' compensation, umbrella, professional, EPLI, cyber, liquor, product, inland marine, business interruption.
- Why it matters:
- Every policy in force with carrier, limits, deductibles, premium, expiry and named insureds; gaps show where the risk is uninsured.
- Applies to:
- Every industry
- Source:
- content.naic.org
Food safety, health inspections and product safety
What we ask for: State or county health-department inspection history; FDA warning letters and recalls; product liability claims (item M).
- Why it matters:
- For food, cosmetics, supplements and consumer products, inspections and recalls are public and define the risk.
- Applies to:
- Food service and lodging, Health care
- Source:
- qcor.cms.gov
Licence holders and qualifiers named; replacement path
What we ask for: Every licence, certification and qualifier on the H items with the holder named; for each, the replacement path and months to a replacement who can legally work alone.
- Why it matters:
- A licensed role cannot be filled from the general labour market: the qualifier, NICET sign-off or certified operator takes months to years to replace (schedule 10.6).
- Applies to:
- Every industry
- Source:
- nicet.org
Bank debt, lines of credit, equipment leases, merchant cash advances
What we ask for: Seller's debt schedule (lender, balance, rate, maturity, collateral, guarantor); 24 months of bank statements scanned for daily or weekly fixed debits; lease schedules.
- Why it matters:
- The debt schedule is where sellers forget things; merchant cash advances show up as daily debits in bank statements and signal cash stress.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Business credit report
What we ask for: Dun & Bradstreet or Experian Business report on the entity.
- Why it matters:
- Trade payment history, UCC filings, judgments and inquiries in one place; slow payment to vendors precedes failure.
- Applies to:
- Every industry
- Source:
- dnb.com
Registrations in other states
What we ask for: OpenCorporates and the other state's Secretary of State for foreign registrations and good standing.
- Why it matters:
- A business registered elsewhere has tax, licence and litigation exposure there too.
- Applies to:
- Every industry
- Source:
- opencorporates.com
Reputation: reviews, employee reviews, trade references
What we ask for: Google and Yelp owner responses; Glassdoor and Indeed reviews; BBB; with seller consent in late diligence, 3 customers, 2 vendors and 1 former employee.
- Why it matters:
- What customers, employees and suppliers say about the owner predicts what we inherit.
- Applies to:
- Every industry
- Source:
- glassdoor.com
Why they are selling
What we ask for: Ask early and again later; compare with court dockets, health indicators, other businesses started, the market trend in item K.
- Why it matters:
- The stated reason (retirement, health, relocation) should match the record; a mismatch usually means a problem they know about.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Owner's roles, hours and dependence
What we ask for: Owner's weekly calendar for a month; list of tasks only the owner does; who holds each customer relationship, licence and login.
- Why it matters:
- SDE that depends on the owner working 60 hours in three roles is not SDE we can buy.
- Applies to:
- Every industry
- Source:
- bls.gov
Federal business tax returns, 3 to 5 years
What we ask for: Complete Forms 1120, 1120-S, 1065 or Schedule C with all schedules and K-1s, as filed; 3 years with the NDA, 5 after the LOI.
- Why it matters:
- The return is the only earnings statement the seller signed under penalty of perjury.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Financial statements: annual and monthly, cash and accrual
What we ask for: P&L and balance sheet, 3 to 5 fiscal years and 36 months, in the system's native export (QuickBooks, Xero), both bases where kept.
- Why it matters:
- Monthly statements over 36 months show trend and seasonality; cash-basis books can move revenue between years.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Tax return to P&L tie-out
What we ask for: Software compares each return with the internal P&L for the same year; CPA reviews the differences.
- Why it matters:
- Gross receipts, cost of goods, officer pay and net income must match line by line, or the broker's SDE is fiction.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Bank statements, 24 to 36 months, every account; proof of cash
What we ask for: All operating, savings and merchant settlement accounts, every page, every month; software builds the proof of cash (books test 1).
- Why it matters:
- Deposits net of transfers and loans are the floor under revenue.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Merchant processing statements and POS reports
What we ask for: 24 to 36 months of processor statements, POS Z-reports and online platform payouts (Shopify, Square, Toast, Amazon); compare with deposits.
- Why it matters:
- Card receipts are a hard floor under revenue; a chargeback rate above 1% is a quality signal.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Accounts receivable ageing and collections
What we ask for: AR ageing by customer at 3 recent month-ends and the prior year-end; write-off history; collection procedures.
- Why it matters:
- Old receivables are not cash; rising days sales outstanding predicts a cash problem we fund.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Accounts payable ageing and vendor statements
What we ask for: AP ageing at the same dates; statements from the top 10 vendors; any payment plans.
- Why it matters:
- A seller stretching suppliers shows cash that is not really there.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Add-back schedule with evidence for each item
What we ask for: Broker's add-back schedule; for each line the invoice, payslip or contract; prior years' versions of the same items.
- Why it matters:
- Add-backs are where the price is made up. Each needs a document and a reason it will not recur.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Owner compensation, perks and market replacement pay
What we ask for: Owner W-2s or draws, vehicles, phones, travel, family on payroll, personal insurance; BLS OES wage for a general manager in the metro.
- Why it matters:
- SDE must carry a market-rate manager or it is not transferable profit.
- Applies to:
- Every industry
- Source:
- irs.gov
Revenue by customer by year and retention
What we ask for: Revenue by customer for 3 to 5 years (related companies grouped); software computes top 1, 5, 10 shares and retention cohorts (tests 10 and 11).
- Why it matters:
- Concentration and churn decide whether the revenue survives the sale.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Revenue and gross margin by product, service line and channel
What we ask for: Revenue and cost of sales by line and channel, 36 months; job-level margin where the system holds it.
- Why it matters:
- Mix shift hides decline: a growing low-margin line can mask a dying core.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Seasonality and weather exposure
What we ask for: 36 months of monthly revenue; the seller's explanation of each spike and trough; weather and disaster closure days (NOAA billion-dollar events for the state).
- Why it matters:
- Seasonality differs by region: snowbird season and hurricanes in the Gulf and Southeast, winter in the North, wildfire and drought in the West. A 36-month view separates seasonality from decline.
- Applies to:
- Every industry
- Source:
- ncei.noaa.gov
Debt schedule reconciled to the lien searches
What we ask for: Seller's debt schedule; UCC and title search results; lender statements.
- Why it matters:
- Every secured party found in item B must appear on the schedule, and the reverse.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Payroll register tied to 941s and W-3
What we ask for: Payroll registers by quarter; Forms 941 and 940; W-3; 1099 totals (books test 4).
- Why it matters:
- Four 941s must equal the W-3 and the payroll register and the P&L wage line, or someone is paid off the books.
- Applies to:
- Every industry
- Source:
- irs.gov
Cash handling controls
What we ask for: Cash-count sheets, deposit frequency, safe logs, POS user permissions; compare POS cash sales to cash deposits (test 7).
- Why it matters:
- In a cash business the controls, not the owner's word, set the revenue floor.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Related-party transactions
What we ask for: Related-party schedule; GL lines to and from each related name; agreements; market comparables (rent, wages).
- Why it matters:
- Rent, family wages, loans and sales with the owner's other companies are rarely at market.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Pricing history and discounting
What we ask for: Price lists for 3 years; dates and size of increases; discount frequency from invoices; win/loss notes.
- Why it matters:
- Pricing power is the cheapest growth lever; a business that has not raised prices in 3 years is leaving money on the table or cannot.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Budget, forecast and management KPIs
What we ask for: Current-year budget vs actual; forecast; the KPI set management watches (item K).
- Why it matters:
- A business with no budget runs on the owner's intuition, which leaves with the owner.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Accountant relationship and statement quality
What we ask for: Name of the preparer each year; engagement letters; any reviewed or compiled statements; reason for any change.
- Why it matters:
- Frequent changes of accountant, or owner-prepared books, lower the weight of every number.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Online platform and marketplace sales
What we ask for: Platform statements and payout reports, 24 months; account ownership (item N); fee rates.
- Why it matters:
- Shopify, Amazon, Angi or app-based revenue has its own fees, reserves and account ownership.
- Applies to:
- Online and marketplace sellers
- Source:
- Our own work on the deal
Employee census
What we ask for: Every worker: name, role, hire date, pay type and rate, hours, W-2 or 1099, location, exempt status, visa status, manager; as of the latest payroll.
- Why it matters:
- The census is the base for payroll tie-out, retention planning, benefits cost and every compliance threshold (4, 15, 20, 25, 50 employees).
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Key employees: retention, agreements and dependence
What we ask for: Identify key people with the owner; employment, retention or bonus agreements; non-solicit and confidentiality agreements; plan stay bonuses funded from the price.
- Why it matters:
- If three people hold the licence, the customers and the know-how, they are the business; we need them to stay for a price we know.
- Applies to:
- Every industry
- Source:
- beckreedriden.com
Federal licences and registrations
What we ask for: List of federal registrations; each agency's transfer or new-application rule and timeline.
- Why it matters:
- FCC, ATF, FDA, FAA, DEA and TTB registrations do not transfer automatically and can take months.
- Applies to:
- Alcohol licensees, Health care, Vehicle fleets, Government contractors
- Source:
- Our own work on the deal
Top-20 customers, 3 to 5 years, and concentration
What we ask for: Revenue by customer by year with related companies grouped; the software computes shares and the trend of each (books test 10).
- Why it matters:
- Loss of one large customer after closing is the most common way a small acquisition fails.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Recurring revenue, contract terms and renewal dates
What we ask for: Contract list with start, term, renewal and pricing terms; software builds the renewal calendar.
- Why it matters:
- Contracted recurring revenue is worth more than project revenue; a wave of renewals in the first 6 months is a risk.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Customer retention and churn cohorts
What we ask for: Customer list with first and last transaction dates; software builds year-on-year retention (books test 11).
- Why it matters:
- Retention is the clearest measure of whether customers like the product or the owner.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Pricing power and competitive position
What we ask for: Price increase history; competitor pricing from quotes and websites; win/loss reasons; reason customers choose the business.
- Why it matters:
- A business that cannot raise prices with costs has no moat; the plan's durability scores need the evidence.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Marketing channels and lead sources
What we ask for: Leads and revenue by source, 24 months; ad accounts and spend; referral partners; the owner's personal referral share.
- Why it matters:
- Revenue that comes from one lead platform, one referrer or the owner's personal network is fragile.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Disputes with customers and refund history
What we ask for: Refund and credit memo report, 24 months; chargebacks; customer dispute log.
- Why it matters:
- Refunds and credits are revenue reversals that a cash-basis P&L can hide.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Top vendors, spend and concentration
What we ask for: Spend by vendor, 3 years; software computes shares (books test 12); alternative sources for each top-5 vendor.
- Why it matters:
- A supplier above 30% of cost of goods can re-price us the day the owner leaves.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Vendor credit terms and references
What we ask for: Terms by vendor; credit applications on file; 2 vendor references after the LOI.
- Why it matters:
- Vendors on COD or prepay have already judged the business's credit.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Standard operating procedures and documentation
What we ask for: Operations manuals, checklists, training materials, job descriptions, schedules; who knows how each process runs.
- Why it matters:
- Written procedures are what transfer; everything else leaves in the owner's truck.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Capacity, utilisation and growth constraints
What we ask for: Utilisation by resource; waiting lists or lost jobs; what growth would require and cost.
- Why it matters:
- Growth needs capacity: staff, equipment, space, licences and working capital.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
KPIs, systems and reporting
What we ask for: Accounting, POS, CRM, scheduling and payroll systems; KPI reports management watches; data export capability.
- Why it matters:
- A business that measures itself runs itself; systems also tell us how easily we can verify numbers.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Lease: term, options and the loan term
What we ask for: Full lease with all amendments; term, renewal options, rent schedule, CAM, escalations; compare with the loan term.
- Why it matters:
- The SBA lender needs the lease (with options) to run as long as the loan; a 3-year lease on a 10-year loan does not close.
- Applies to:
- Every industry
- Source:
- nolo.com
Lease assignment and landlord consent
What we ask for: Assignment clause; landlord's written consent and estoppel certificate; new guarantee terms; SBA landlord waiver and collateral access agreement.
- Why it matters:
- Most commercial leases need the landlord's written consent to assign, and what counts as reasonable refusal depends on the lease and the state; the landlord can use the moment to raise rent or demand a new guarantee.
- Applies to:
- Every industry
- Source:
- nolo.com
Domain names, website and hosting
What we ask for: ICANN lookup for registrant and expiry; registrar account access; hosting, CMS and DNS; website ownership and content licences; Wayback history.
- Why it matters:
- The domain is often registered in the owner's personal account; if it does not transfer, the website and email stop.
- Applies to:
- Every industry
- Source:
- lookup.icann.org
Website, ad accounts and lead-flow ownership
What we ask for: Ad Transparency and Ad Library lookups for who runs the ads; account ownership for Google Ads, Meta, LSA and lead-gen platforms; agency contracts and their assignment; traffic and ranking history from Similarweb or Semrush; tracking numbers and call-recording ownership.
- Why it matters:
- Leads arrive through the website, the Google Ads account, the Meta ad account and lead-gen listings (Angi, Thumbtack); if an agency or the owner personally holds them, the lead flow does not transfer with the business.
- Applies to:
- Every industry
- Source:
- adstransparency.google.com
Letter of intent terms
What we ask for: LOI with price basis (SDE and multiple), exclusivity 60 to 90 days, diligence access, structure, working-capital peg concept, financing contingency, confidentiality.
- Why it matters:
- The LOI fixes price basis, exclusivity, diligence period, structure and the conditions that let us walk.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Org chart, tenure, pay and bench-depth map
What we ask for: Org chart with every role: name, tenure, pay, manager and named cover; a bench-depth map showing who else can do each job today (schedule 10.1, check 1).
- Why it matters:
- A revenue-carrying role with one holder and no cover is the exposure the financials cannot show; the org chart is where every other people check starts.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Pay against the metro market
What we ask for: Each key role's pay against the OEWS metro median for its occupation and two job boards on one day; keep the screenshots (books test 38).
- Why it matters:
- Pay below market is flight risk; pay above market is margin risk once the seller's loyalty discount leaves with the seller.
- Applies to:
- Every industry
- Source:
- bls.gov
Revenue by relationship holder
What we ask for: 24 months of revenue tagged by account manager or salesperson; every contract or purchase order that names a person; the top-20 customer list with the relationship holder for each.
- Why it matters:
- Customers follow people; a non-owner who carries a fifth of the revenue relationships is a key person whether or not the org chart says so.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Turnover, overtime share and days-open per role
What we ask for: 24 months of the payroll register: hires and leavers by role, overtime hours and dollars as a share of wages, open requisitions with days open (books test 37).
- Why it matters:
- High turnover, heavy overtime or a role open for a quarter are the three payroll signals of a team already under strain before we arrive.
- Applies to:
- Every industry
- Source:
- bls.gov
Owner-dependence score, 0 to 10
What we ask for: Score each question from the seller call, the org chart and the licence map; record the evidence for each score.
- Why it matters:
- Five questions (who sells, who prices, who holds the key customers, who knows the passwords, who holds the licence) scored 0 to 2 each turn the main-street risk into a number the LOI can act on (schedule 10.2).
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Key-person stress test in the model
What we ask for: Run model.py section G on the verified earnings: manager and best technician gone in year 1, retention tools priced in; report DSCR year 1, IRR and the cash shortfall (books test 39).
- Why it matters:
- On the $2.0M example the service manager and best technician leaving in year 1 takes DSCR to 0.94x in the high case; a deal that cannot survive that needs a different price or structure (schedule 10.3).
- Applies to:
- Every industry
- Source:
- Our own work on the deal
P3Deep diligence
After the LOI, under exclusivity45 to 90 days · 84 checks
Beneficial ownership (Corporate Transparency Act)
What we ask for: Seller's ownership statement; identification of every owner over 25%; FinCEN status page.
- Why it matters:
- Domestic companies were exempted from BOI reporting in March 2025, so there is no filing to check; what matters is confirming no undisclosed foreign owner.
- Applies to:
- Every industry
- Source:
- fincen.gov
IRS transcripts (Form 4506-C through the lender; Form 8821 for our CPA)
What we ask for: Seller signs Form 4506-C for the lender's IVES request and Form 8821 for our CPA; compare transcripts to the returns.
- Why it matters:
- Transcripts prove the returns we were shown are the returns the IRS has.
- Applies to:
- Every industry
- Source:
- irs.gov
IRS business account transcripts
What we ask for: Form 8821 authorising our CPA; account and return transcripts for 4 years, income tax and employment tax.
- Why it matters:
- Unpaid balances, penalties, unfiled periods and liens appear here before anywhere else.
- Applies to:
- Every industry
- Source:
- irs.gov
Employee Retention Credit claims
What we ask for: Forms 941-X filed; amounts received; the eligibility file (revenue decline or government order); promoter engagement letter.
- Why it matters:
- Many small businesses claimed ERC through promoters; the IRS is auditing and clawing back with penalties for years.
- Applies to:
- Every industry
- Source:
- irs.gov
Worker classification exposure
What we ask for: Contractor list with roles, hours, exclusivity, equipment; CPA opinion on Section 530; compare with item G.
- Why it matters:
- Reclassification brings back taxes, overtime and benefits for 3 years; Section 530 relief needs a reasonable basis the seller may not have.
- Applies to:
- Every industry
- Source:
- irs.gov
Form I-9 compliance and E-Verify
What we ask for: Sample or full I-9 audit by counsel; the target state's E-Verify mandate and headcount threshold; E-Verify enrolment; decide whether to adopt the seller's I-9s or re-verify.
- Why it matters:
- Every employee must have an I-9; about 20 states mandate E-Verify for some or all private employers, and the successor employer inherits the I-9 liability unless it treats everyone as a new hire.
- Applies to:
- Every industry
- Source:
- uscis.gov
Benefits: health, retirement, Form 5500
What we ask for: Plan documents; Form 5500 filings (EFAST search); deposit timeliness; health plan contract and renewal; ACA 1094/1095 filings where 50+ FTE.
- Why it matters:
- A 401(k) with late deposits or a failed test is a fiduciary liability; the ACA mandate starts at 50 full-time equivalents.
- Applies to:
- Every industry
- Source:
- efast.dol.gov
Discrimination, harassment and wage claims
What we ask for: Seller's schedule of agency charges, 5 years; EEOC and state-agency right-to-sue letters; DOL correspondence; internal complaint log; exit interviews; EEOC litigation search by employer name.
- Why it matters:
- EEOC and state fair-employment-agency charges and DOL complaints are the pending claims the seller may not list as litigation.
- Applies to:
- Every industry
- Source:
- eeoc.gov
Proprietary IP: processes, recipes, designs, software, content
What we ask for: List of proprietary assets; invention and work-for-hire assignments from employees and contractors; copyright registrations.
- Why it matters:
- Anything the business created must be assigned in writing by whoever created it, including contractors.
- Applies to:
- Every industry
- Source:
- copyright.gov
IP claims and infringement exposure
What we ask for: Seller's schedule of IP correspondence, 5 years; PACER for IP suits (item A).
- Why it matters:
- Cease-and-desist letters, image licensing claims and patent demand letters are common and cheap to find.
- Applies to:
- Every industry
- Source:
- pcl.uscourts.gov
OSHA 300 logs and safety programme
What we ask for: OSHA 300, 300A and 301 forms, 5 years; safety manual, training records, incident reports; hazard communication programme.
- Why it matters:
- Logs are required for most employers over 10 staff; their absence is itself a violation.
- Applies to:
- Every industry
- Source:
- osha.gov
Fleet safety and driver records
What we ask for: Motor vehicle records for each driver (with consent); crash history; telematics; FMCSA data where applicable (item H).
- Why it matters:
- Vehicle crashes are the largest liability in service businesses; driver records predict them.
- Applies to:
- Vehicle fleets, HVAC and plumbing, Pest control, Landscaping and irrigation, Electrical services, Fire and life safety
- Source:
- safer.fmcsa.dot.gov
Vehicle and titled equipment liens
What we ask for: State motor-vehicle agency title and lien check for every VIN; NMVTIS for brands and salvage history; titles in the entity's name, not the owner's.
- Why it matters:
- A lienholder on a title stays until it files a satisfaction; the truck is not ours until the title is clean.
- Applies to:
- Every industry
- Source:
- aamva.org
Owner's own non-compete exposure and personally held relationships
What we ask for: Ask for every agreement binding the owner personally; check which customer, vendor, bank and licence relationships sit in the owner's name.
- Why it matters:
- If the owner is bound by a prior non-compete, or holds key contracts personally, the business we buy may not include them.
- Applies to:
- Every industry
- Source:
- beckreedriden.com
Seller non-compete and non-solicit for our benefit
What we ask for: Draft non-compete and non-solicit (territory, term, scope) for every selling owner and the key manager, drawn to the target state's rule; the FTC rule is gone, enforcement is case by case.
- Why it matters:
- Enforceability varies by state: most enforce a sale-of-business covenant of 2 to 5 years in the business's territory; a few states (California among them) limit even those. Without it the seller can rebuild next door.
- Applies to:
- Every industry
- Source:
- beckreedriden.com
State tax clearance or successor-liability certificate
What we ask for: Identify the target state's procedure (clearance certificate, bulk-sale notice, escrow) and its lead time at LOI; seller or buyer files the request with the signed agreement; certificate delivered before closing, otherwise withhold the exposure from the price.
- Why it matters:
- Most states make the buyer of a business, or of most of its assets, liable for the seller's unpaid state taxes unless the buyer obtains a tax clearance certificate or withholds the amount owed. The certificate is the only full protection; a status letter does not bar a later audit.
- Applies to:
- Every industry
- Source:
- law.cornell.edu
Real property taxes (where real estate is included)
What we ask for: County tax collector account; paid status; pending tax certificates or tax-sale notices.
- Why it matters:
- Delinquent property tax becomes a tax certificate and then a deed sale.
- Applies to:
- Every industry
- Source:
- usa.gov
Industry and local taxes
What we ask for: Registrations and returns for every applicable tax, 3 years; TTB and state excise for alcohol; county or city occupancy tax for lodging.
- Why it matters:
- Fuel, tobacco, alcohol, lodging (occupancy), communications and other excise taxes have their own federal and state registrations and audits.
- Applies to:
- Food service and lodging, Alcohol licensees, Vehicle fleets
- Source:
- taxadmin.org
Sales tax on commercial rent and other state-specific lease taxes
What we ask for: Current rent invoices; the lease's tax clause; the target state's rule on rent taxation; landlord's confirmation; seller's remittance history.
- Why it matters:
- A few states tax commercial rent or lease payments; the lease should pass through only what the state actually levies, and past periods must have been remitted.
- Applies to:
- Every industry
- Source:
- taxadmin.org
Unclaimed property reporting
What we ask for: Unclaimed property reports filed with the target state (and the owner's state for out-of-state payees); schedule of stale cheques and credits.
- Why it matters:
- Uncashed payroll and vendor cheques and customer credits become reportable to the state after dormancy; non-reporting is a liability with penalties.
- Applies to:
- Every industry
- Source:
- unclaimed.org
Overtime, minimum wage and exempt status (FLSA and state law)
What we ask for: Pay rates vs the state and local minimum; time records for 2 years; exempt classifications with duties; tip credit and tip pool records; DOL Wage and Hour enforcement data search; state labour-department complaints.
- Why it matters:
- State minimum wages range from the federal USD 7.25 to above USD 17, with scheduled increases; several states add daily overtime, meal-break and salary-threshold rules; salaried 'managers' who do not meet the duties test owe overtime for 2 to 3 years.
- Applies to:
- Every industry
- Source:
- ncsl.org
Workers' compensation and employment loss runs
What we ask for: 5-year loss runs from each carrier (many states set a delivery deadline; ask the state insurance department's rule); OSHA 300 logs (item O).
- Why it matters:
- Injury history sets our premium and reveals safety culture; EPLI claims show how the business treats people.
- Applies to:
- Every industry
- Source:
- content.naic.org
Unemployment-insurance claims and account charges
What we ask for: State UI agency employer account history; rate notice; terminations in 24 months with reasons.
- Why it matters:
- Former employees' unemployment claims are charged to the account and drive the successor's rate.
- Applies to:
- Every industry
- Source:
- oui.doleta.gov
Employee handbook, policies and required posters
What we ask for: Handbook and acknowledgements; anti-harassment policy (mandatory training in some states); federal and the target state's required posters; hiring paperwork for a sample of staff.
- Why it matters:
- A handbook and posters are cheap evidence of compliance; their absence predicts the rest.
- Applies to:
- Every industry
- Source:
- ncsl.org
New hire reporting and child-support withholding orders
What we ask for: Confirmation of new-hire reports to the target state's directory; active income-withholding orders.
- Why it matters:
- Non-reporting carries penalties; withholding orders must continue after closing.
- Applies to:
- Every industry
- Source:
- acf.hhs.gov
City and county business licences and zoning use permits
What we ask for: Current licences; zoning verification letter or certificate of use for the premises; occupancy limits; signage permits.
- Why it matters:
- The local licence may or may not transfer; the zoning use permit or certificate of use is usually re-issued to the new owner and can trigger a code inspection.
- Applies to:
- Every industry
- Source:
- sba.gov
Certificate of occupancy, building permits and open code cases
What we ask for: Local building department permit history for the premises; certificate of occupancy; code enforcement case search; fire inspection record.
- Why it matters:
- Unpermitted build-outs and open code violations become our problem on a change of use or an inspection.
- Applies to:
- Every industry
- Source:
- sba.gov
Fire, health and elevator inspections
What we ask for: Latest fire marshal, health department and elevator inspection reports; corrections completed.
- Why it matters:
- Annual inspections carry correction orders; an outstanding order can close a location.
- Applies to:
- Every industry
- Source:
- firemarshals.org
Environmental permits and registrations
What we ask for: State environmental agency permit and compliance databases and EPA ECHO; transfer forms for each permit; waste manifests.
- Why it matters:
- Storage tanks, air permits, waste generator IDs and stormwater permits belong to the site or the operator and need transfer notices.
- Applies to:
- Every industry
- Source:
- ecos.org
Customer data and consent
What we ask for: CRM export; consent records for SMS and email marketing; telemarketing registration in the target state if applicable; state privacy-law obligations.
- Why it matters:
- Customer lists are an asset only if we can lawfully use them (TCPA, CAN-SPAM, state telemarketing registration and state privacy laws).
- Applies to:
- Every industry
- Source:
- usa.gov
Zoning, use and signage
What we ask for: Zoning verification letter from the city or county; certificate of use; sign permits; parking requirements.
- Why it matters:
- The current use must be permitted and the signs permitted; a non-conforming use can lapse on a change of ownership or a gap in operation.
- Applies to:
- Every industry
- Source:
- sba.gov
Vehicle titles, registrations and condition
What we ask for: Title for each vehicle; state motor-vehicle agency title and lien check; registration; mileage; condition inspection; insurance cards.
- Why it matters:
- Titles must be in the seller entity's name, lien-free and transferable with the target state's title-transfer tax and registration handled.
- Applies to:
- Every industry
- Source:
- aamva.org
Five-year loss runs, every line
What we ask for: Written request to each carrier (several states set a statutory delivery deadline; ask the state insurance department); open claims with reserves; incident log for unreported events.
- Why it matters:
- Claims history drives our premium and reveals safety, quality and employment problems.
- Applies to:
- Every industry
- Source:
- content.naic.org
Workers' compensation experience modification and audits
What we ask for: E-mod worksheet; last 3 premium audits; class codes and payroll by code.
- Why it matters:
- The e-mod follows the operation; a premium audit after closing can bill us for the seller's under-reported payroll.
- Applies to:
- Every industry
- Source:
- iaiabc.org
Customer and employee data: privacy obligations
What we ask for: Data inventory (what personal data, where, who has access); privacy policy; applicable federal and state regimes; vendor data agreements; consent for marketing (item J).
- Why it matters:
- Every state has a breach-notification law (30 to 60 days typical) and about twenty have consumer-privacy acts; HIPAA, GLBA Safeguards and PCI apply by industry.
- Applies to:
- Every industry
- Source:
- ncsl.org
Storage tanks, hazardous materials and waste
What we ask for: State tank registration; EPA and state waste-generator ID and manifests, 3 years; SDS inventory; disposal vendor contracts.
- Why it matters:
- Underground tanks and hazardous waste generator status carry registration, testing and disposal duties.
- Applies to:
- Pest control, HVAC and plumbing, Vehicle fleets, Licensed contractors
- Source:
- ecos.org
Asset purchase vs stock purchase
What we ask for: Decide with the attorney and CPA after parts 1 to 5; list the licences and contracts that force a stock deal; successor liability exposure (tax, employment, product) if stock.
- Why it matters:
- An asset deal leaves most liabilities with the seller and steps up our tax basis; a stock deal inherits everything but keeps licences and contracts in place.
- Applies to:
- Every industry
- Source:
- law.cornell.edu
Employee non-solicit and non-compete per target state
What we ask for: The target state's rule from schedule 10.4; employee agreements limited to non-solicit and confidentiality where a non-compete is void; the seller's non-compete drafted under the sale-of-business exception; counsel admitted in the target state reviews before signing.
- Why it matters:
- No federal ban exists after the FTC rule was vacated; California, Minnesota, North Dakota and Oklahoma void employee non-competes, several states set wage floors, and Florida enforces them. The seller's own non-compete sits under the sale-of-business exception everywhere.
- Applies to:
- Every industry
- Source:
- ftc.gov
Pending claims, threatened litigation and demand letters
What we ask for: Seller's written schedule of pending and threatened claims; letter from seller's counsel listing matters (audit-response style); insurer claim notices; EEOC/FCHR/DOL/OSHA correspondence.
- Why it matters:
- The suits not yet filed are the ones we inherit. Demand letters, agency charges and insurer notices are the early file.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Arbitration, mediation and settled disputes
What we ask for: Seller's schedule of arbitrations and settlements, 5 years, with the agreements; confirm with counsel's letter.
- Why it matters:
- Private forums leave no public record; settlements can carry continuing obligations (payments, non-disparagement, exclusivity).
- Applies to:
- Every industry
- Source:
- Our own work on the deal
UCC and lien searches in other states and against the owners
What we ask for: Lien search service across every state the entity or owners have been organised or resident in, 10 years; individual debtor searches for each owner.
- Why it matters:
- Equipment leases, personal guarantees and out-of-state financing are filed where the debtor is organised or lives, which is not always the state the business operates in.
- Applies to:
- Every industry
- Source:
- cscglobal.com
Personal guarantees given by the owner
What we ask for: Schedule of every personal guarantee; the underlying agreements; landlord and vendor positions on release.
- Why it matters:
- Guarantees on leases, vendor credit and loans must be released or replaced at closing or the seller stays motivated to interfere.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Cap table, stock ledger, operating agreement, buy-sell and shareholder agreements
What we ask for: Articles, bylaws or operating agreement, membership ledger or stock certificates, any shareholder or buy-sell agreement, consents and resolutions authorising the sale.
- Why it matters:
- We need 100% of the owners to sign; rights of first refusal, drag-along and spousal interests can block or cloud the sale.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Corporate records: minutes, consents, EIN letter, S-election
What we ask for: Minute book or consents, IRS EIN assignment letter (CP 575), Form 2553 acceptance letter for S status, stock certificates.
- Why it matters:
- Clean records prove who can sign and that the tax status the seller relies on is real.
- Applies to:
- Every industry
- Source:
- irs.gov
Licensed investigator background package
What we ask for: State-licensed private investigator (or a firm using TLOxp/Tracers) on each selling owner and the key manager; written report.
- Why it matters:
- After the LOI, a licensed investigator confirms identity, addresses, assets, liens, litigation and media nationwide under a permissible purpose we cannot use ourselves.
- Applies to:
- Every industry
- Source:
- tlo.com
General ledger and journal entries (forensic tests)
What we ask for: Full GL export with journal entries, audit log and user list; software runs books tests 30 to 32 (Benford, post-close entries, duplicate invoices).
- Why it matters:
- Round numbers, post-close entries and reversed invoices are how profit is moved between years.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Backlog, contracted revenue and customer deposits
What we ask for: Backlog report with margin; contracts behind it; customer deposits and gift card balances as of the latest month.
- Why it matters:
- Signed work not yet done is value; deposits already spent are a liability we assume.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Working capital: 12-month average and the peg
What we ask for: Monthly balance sheets for 12 months; software computes average net working capital; peg and true-up in the purchase agreement.
- Why it matters:
- The seller can drain receivables and inventory before closing; the peg stops that.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Inventory records, count and valuation
What we ask for: Perpetual inventory report; costing method; ageing; consignment agreements; independent physical count at closing.
- Why it matters:
- Inventory is bought at cost at closing; obsolete and consigned stock is not worth cost.
- Applies to:
- Every industry
- Source:
- rgis.com
Fixed-asset register, depreciation and the site walk
What we ask for: Fixed-asset register with serial numbers; Form 4562 depreciation schedules, 3 years; capex history; site walk with photos.
- Why it matters:
- The register tells us what we are buying; depreciation without matching capex means deferred spending we will pay for.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Shareholder loans and distributions
What we ask for: Equity roll-forward, 3 years: distributions, contributions, loans to and from owners.
- Why it matters:
- Distributions above profit mean the owner stripped cash; loans to the owner are often never repaid.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Unrecorded liabilities
What we ask for: Schedule of each; policies behind them; sample claims; accrued payroll and PTO calculation.
- Why it matters:
- Warranties, gift cards, loyalty points, accrued PTO, bonuses, pending refunds and deposits rarely sit on a small-business balance sheet.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Buy-side quality of earnings report
What we ask for: Engage a QoE firm after the LOI; scope covers tests 1 to 29 and the working-capital peg; lender-ordered where the price is USD 3M or more.
- Why it matters:
- Independent verification of SDE and EBITDA; from 1 October 2026 the SBA requires a lender-ordered QoE for change-of-ownership deals at USD 3M or more.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Debt service coverage on verified earnings
What we ask for: Software computes DSCR on verified EBITDA at SBA terms, then the stress case with disputed add-backs removed and rates 2 points higher (tests 26 and 27).
- Why it matters:
- The deal must carry the SBA loan after a market-rate manager with room for a bad year.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Sales tax nexus in other states and use tax
What we ask for: Sales by state, 3 years; registrations held; use tax accruals; marketplace facilitator status.
- Why it matters:
- Online or multi-state sales create registration duties elsewhere; use tax on untaxed purchases is a common audit finding.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Open or past tax audits
What we ask for: Seller's schedule of IRS, state revenue department and county audits, 6 years, with results and settlement letters.
- Why it matters:
- An open audit is an unquantified liability; a past one shows what the business gets wrong.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Accrued PTO, bonuses, commissions and final pay
What we ask for: PTO policy and balances by employee; bonus and commission plans and accruals; any promised raises or equity.
- Why it matters:
- Promised but unpaid compensation transfers with the people; commission plans can be contractual.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Bonding capacity
What we ask for: Current surety relationship and capacity; bond schedule for open jobs; our own surety pre-qualification.
- Why it matters:
- Contractors need surety bonds; the surety underwrites the owner and the balance sheet, not the business name.
- Applies to:
- Licensed contractors, Fire and life safety, Electrical services, HVAC and plumbing
- Source:
- Our own work on the deal
Customer contracts: assignment and change-of-control clauses
What we ask for: Every contract above 2% of revenue and all master agreements; read assignment, change-of-control, termination for convenience, exclusivity, most-favoured-customer and audit clauses.
- Why it matters:
- An anti-assignment clause means the customer can walk at closing; in a stock deal a change-of-control clause does the same.
- Applies to:
- Every industry
- Source:
- cwilson.com
Customer references and interviews
What we ask for: With seller consent after the LOI: 3 to 5 customer calls, scripted; or a 'satisfaction survey' by the seller's team if confidentiality forbids.
- Why it matters:
- The customers tell us whether the relationship is with the brand or the owner.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Warranties, guarantees and service obligations
What we ask for: Warranty terms; claims history, 3 years; warranty reserve; prepaid plans and deferred revenue.
- Why it matters:
- Open warranties and prepaid service plans are liabilities we perform for free.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Backlog and work in progress
What we ask for: Backlog by job with contract value, cost to complete and expected margin; WIP schedule; change orders outstanding.
- Why it matters:
- Backlog is value if its margin holds and its contracts transfer.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Customer deposits, gift cards and loyalty balances
What we ask for: Deposit and gift-card ledgers; loyalty programme liability; refund policy and history.
- Why it matters:
- Cash already received for work or goods not yet delivered is our obligation after closing.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Vendor contracts, exclusivity and assignment
What we ask for: Supply, distribution and rebate agreements; assignment clauses; minimum purchase commitments; exclusivity.
- Why it matters:
- Distribution rights, rebates and pricing tiers are often personal to the owner or terminate on assignment.
- Applies to:
- Every industry
- Source:
- cwilson.com
Equipment leases and service contracts
What we ask for: Every lease and service contract with term, payment, buyout, assignment clause; software, alarm, waste, uniform, pest, landscaping contracts.
- Why it matters:
- Copier, POS, vehicle and equipment leases carry early-termination fees and need assignment consent.
- Applies to:
- Every industry
- Source:
- cwilson.com
Supply chain and inventory risk
What we ask for: Lead times, country of origin, tariff exposure, safety stock policy, obsolescence history.
- Why it matters:
- Imported goods, tariffs, long lead times and perishable stock change working capital and margin.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Owner's role in the value stream
What we ask for: Interview and observation; one week shadowing after the LOI; software records the map.
- Why it matters:
- Map each step of the value stream (lead, quote, schedule, deliver, bill, collect) to the person who does it.
- Applies to:
- Every industry
- Source:
- bls.gov
Quality, returns and rework
What we ask for: Return and rework logs; warranty claims (item J); quality complaints in reviews.
- Why it matters:
- Rework and returns are hidden costs and a sign of process problems.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Business continuity and disaster plan
What we ask for: Written continuity plan; closure days by year; business-interruption cover (item M); generator and backup status; the region's disaster history (NOAA, FEMA).
- Why it matters:
- Hurricanes, wildfires, winter storms and floods close businesses for weeks depending on the region; insurance, generators, data backup and a reopening plan decide how many.
- Applies to:
- Every industry
- Source:
- ncei.noaa.gov
Landlord estoppel, defaults and disputes
What we ask for: Estoppel certificate from the landlord; rent payment history, 24 months; correspondence about defaults or repairs.
- Why it matters:
- The estoppel confirms rent, deposit, defaults and no disputes; without it we inherit an argument.
- Applies to:
- Every industry
- Source:
- nolo.com
Premises condition, build-out and repair obligations
What we ask for: Walk-through with a contractor or inspector; lease repair and restoration clauses; recent repair invoices.
- Why it matters:
- Roof, HVAC, electrical and ADA condition fall to the tenant under many leases; deferred repairs are our capex.
- Applies to:
- Every industry
- Source:
- nolo.com
Owned real estate: title, survey, appraisal, insurance
What we ask for: Title commitment and search; survey; appraisal (lender-ordered); property tax status; flood zone; code cases; environmental Phase I (item O).
- Why it matters:
- Where the deal includes the building, run a full real estate diligence stream with the lender.
- Applies to:
- Deals that include real estate
- Source:
- msc.fema.gov
Fixed-asset register verification
What we ask for: Register with serial numbers; physical inspection and photos; titles for vehicles; UCC results against each financed asset.
- Why it matters:
- Every asset in the schedule must exist, work, be owned by the seller and be free of liens.
- Applies to:
- Every industry
- Source:
- iaca.org
Equipment condition and appraisal
What we ask for: Maintenance logs; age and expected life of each major item; accredited machinery and equipment appraisal where value is material.
- Why it matters:
- Old equipment is deferred capex; the lender may require an appraisal for collateral value.
- Applies to:
- Every industry
- Source:
- appraisers.org
Storm, fire and property damage history
What we ask for: Insurance claims (item M); repair records; roof age and inspection; local permit history for repairs; regional disaster history.
- Why it matters:
- Prior storm damage, unrepaired or under-insured, is our problem after closing.
- Applies to:
- Every industry
- Source:
- ncei.noaa.gov
Phone numbers, Google Business Profile and social accounts
What we ask for: Carrier account for every number (porting rights); Google Business Profile primary owner transfer; Facebook, Instagram, Yelp, Nextdoor, Angi account ownership; reviews stay with the profile.
- Why it matters:
- Customers find the business through the number and the Google profile; ownership of each must transfer, not just the password.
- Applies to:
- Every industry
- Source:
- support.google.com
Software licences and SaaS subscriptions
What we ask for: Inventory of software and SaaS with licence type, seats, owner account, cost, transferability; compliance with seat counts.
- Why it matters:
- Licences are often non-transferable; an audit by a vendor after closing is a known M&A risk.
- Applies to:
- Every industry
- Source:
- scottandscottllp.com
Security posture and breach history
What we ask for: Have I Been Pwned domain search; MFA on email, banking and payroll; backups tested; endpoint protection; past incidents and ransomware payments; cyber insurance claims.
- Why it matters:
- A breach before closing is our notice and our lawsuit after closing.
- Applies to:
- Every industry
- Source:
- haveibeenpwned.com
Technology debt
What we ask for: Hardware and software age; support status; the person who maintains each system; replacement cost.
- Why it matters:
- An unsupported server, a custom system only one person knows or a POS at end of life is capex the SDE does not show.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Phase I environmental site assessment
What we ask for: Environmental professional's Phase I on the premises (owned or leased where the use warrants); Phase II if recognised environmental conditions are found.
- Why it matters:
- For any site with fuel, solvents, auto work, dry cleaning, printing, manufacturing or a historical industrial use, the Phase I (ASTM E1527-21) earns the CERCLA innocent-purchaser defence; the SBA requires one for many property-backed loans.
- Applies to:
- Deals that include real estate, Vehicle fleets, HVAC and plumbing, Pest control, Licensed contractors
- Source:
- epa.gov
Asbestos, lead, mould and indoor air
What we ask for: Building age; prior surveys; visible damage; inspection where the premises are older or water-damaged.
- Why it matters:
- Buildings before 1980 can carry asbestos and lead; mould after water or storm damage is common in humid and flood-prone regions.
- Applies to:
- Every industry
- Source:
- epa.gov
Premises liability and ADA accessibility
What we ask for: Incident log; general liability claims (item M); ADA walk-through (parking, entrance, restroom, counter) and website check.
- Why it matters:
- Slip-and-fall and accessibility suits target premises with poor maintenance or barriers.
- Applies to:
- Every industry
- Source:
- ada.gov
Meet the top three to five under NDA
What we ask for: After the LOI, meet the top three to five people named in S1 and S4 under NDA, seller out of the room; one page of notes per person.
- Why it matters:
- People tell you in a conversation what no census shows: whether they are staying, what they think of the owner, and who really runs the day.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Retention terms in the purchase agreement
What we ask for: Seller transition agreement (6 to 12 months, duties and end date written down, within the SBA consulting cap); stay-bonus pool funded from the price, paid at 12 and 24 months; seller-note set-off for named departures within 12 months; the seller's rep that no key employee has given notice; offer letters and stay-bonus letters accepted as a closing condition.
- Why it matters:
- Terms that move the people risk to the seller: the seller stays, the stay pool is funded from the price, and departures within 12 months reduce what we owe the seller (section 10d).
- Applies to:
- Every industry
- Source:
- wtwco.com
P4Financing
Investor packet and the lenderAlongside P3 · 20 checks
Our own licences and registrations for day one
What we ask for: Obtain EIN; register with the state revenue and UI agencies; apply for licences with the longest lead time first; confirm issue dates before closing.
- Why it matters:
- The buyer's entity needs its own EIN, state tax registrations (sales, withholding, unemployment), local licences and any professional licence applications filed in time.
- Applies to:
- Every industry
- Source:
- irs.gov
Employment practices insurance
What we ask for: Current EPLI policy, limits, retro date and claims; quote for our own.
- Why it matters:
- EPLI covers wrongful termination, harassment and wage claims that follow the people to us.
- Applies to:
- Every industry
- Source:
- content.naic.org
Our own quotes before closing
What we ask for: Broker quotes on all lines for our entity; bind at closing; compare with the P&L cost.
- Why it matters:
- Premiums in the P&L are the seller's rates; a new owner and a hard regional market can double property and auto costs.
- Applies to:
- Every industry
- Source:
- content.naic.org
Business interruption and contingent cover
What we ask for: Current BI limits and waiting period; our quote; the lender's requirement.
- Why it matters:
- After a hurricane, wildfire or flood, interruption cover is what pays the loan.
- Applies to:
- Every industry
- Source:
- content.naic.org
Tail coverage and occurrence vs claims-made
What we ask for: Policy forms; retro dates; tail or extended reporting options; who buys the tail in the agreement.
- Why it matters:
- Claims-made professional or EPLI policies stop covering past acts when cancelled; a tail or a retro date protects us.
- Applies to:
- Every industry
- Source:
- content.naic.org
Non-compete, non-solicit and confidentiality
What we ask for: Agreements signed at closing, drawn to the target state's rule; consideration allocated (Form 8594); territory defined by where customers are.
- Why it matters:
- Enforceability of a sale-of-business covenant depends on the target state: most enforce 2 to 5 years in the business's territory, some cap duration, and a few restrict non-competes almost entirely; cover every selling owner and the key manager.
- Applies to:
- Every industry
- Source:
- beckreedriden.com
Bulk sale, successor liability and tax clearance timing
What we ask for: State tax clearance or successor-liability certificate before funds move (item F); withholding of the exposure if not; IRS payroll clearance via transcripts; bulk-sale notice where the state still requires one.
- Why it matters:
- State successor-liability and bulk-sale rules plus federal payroll trust-fund rules make us liable without a clearance; the timing of the state request is a closing-path item.
- Applies to:
- Every industry
- Source:
- law.cornell.edu
Identity and know-your-customer for the lender
What we ask for: Government ID for each owner; match to the Secretary of State filings and the cap table.
- Why it matters:
- The lender must verify every owner; a mismatch between IDs and filings stalls the loan.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Independent business valuation
What we ask for: Lender-ordered valuation under the SOP; our own multiple check against the market data in the plan.
- Why it matters:
- The SBA lender orders it; price above the valuation is a hard stop and the loan will not close.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Key-person and life insurance for the loan
What we ask for: Lender requirement; our policy application early (underwriting takes weeks); collateral assignment.
- Why it matters:
- SBA lenders require life insurance on the buyer; the seller's key-person policies end at closing.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Payment processing and PCI
What we ask for: Processor agreement, rates, reserves, PCI attestation; our own merchant account application before closing; POS compatibility.
- Why it matters:
- The merchant account is underwritten on the owner; a new account takes weeks and reserves can hold cash.
- Applies to:
- Online and marketplace sellers, Food service and lodging
- Source:
- pcisecuritystandards.org
Equity injection and seller note on standby
What we ask for: Sources and uses; seller note terms (rate, term, standby); SBA Form 155; our cash proof.
- Why it matters:
- The SOP requires a 10% injection; a seller note counts only if on full standby for the loan life and is at most half the injection (SBA Form 155).
- Applies to:
- Every industry
- Source:
- starfieldsmith.com
Lender-ordered valuation and quality of earnings
What we ask for: Confirm the lender's third-party requirements and timing at the LOI; our own QoE can be scoped to supplement.
- Why it matters:
- From 1 October 2026 the SBA requires a lender-ordered QoE on change-of-ownership deals at USD 3M or more; a valuation is required where goodwill is material.
- Applies to:
- Every industry
- Source:
- cbiz.com
Escrow and holdback sized to the flags
What we ask for: Schedule of open flags with exposure estimates; escrow agent; release schedule; set-off right against the seller note.
- Why it matters:
- Every open flag in parts 1 to 5 gets a dollar value and a holdback; the standard 10% for 12 to 18 months is the floor, not the ceiling.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Representations, warranties and specific indemnities
What we ask for: Full reps and warranties; survival periods (taxes to the statute of limitations); specific indemnities for ERC, misclassification, sales tax, environmental, litigation; caps and baskets; personal guarantee of the indemnities.
- Why it matters:
- The seller stands behind the books, taxes, employment, licences and litigation in writing; specific indemnities cover what we found.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Transition services and seller employment
What we ask for: Transition agreement: hours, duties, duration, pay, introduction schedule; consulting agreement for year one; what happens if the seller leaves early.
- Why it matters:
- The owner's 90 days (or longer) of hand-over, paid or unpaid, and the consulting agreement that follows.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Earn-out and price adjustments
What we ask for: Earn-out metric (revenue, not profit, for simplicity), period, caps, accounting rules, dispute resolution; SBA constraints on earn-outs.
- Why it matters:
- An earn-out bridges a valuation gap but invites disputes; define the metric, the accounting and the control rights.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Third-party consents and conditions precedent list
What we ask for: Consolidated consents list from parts 3 to 5; status; fallback for each.
- Why it matters:
- Landlord, franchisor, key customers, lenders and licensing agencies: each consent is a closing condition with an owner and a date.
- Applies to:
- Every industry
- Source:
- cwilson.com
Deal costs and the investor packet
What we ask for: Sources and uses with every fee; SBA guarantee fee; closing costs; working capital line; the investor packet per section 4 of the plan.
- Why it matters:
- Legal, QoE, valuation, lender fees, SBA guarantee fee, insurance, licences, escrow and working capital: the packet must show them all.
- Applies to:
- Every industry
- Source:
- legacy.sba.gov
Key-person life and disability cover
What we ask for: Quotes for term life and disability cover on the owner-manager and the qualifier; the lender's written requirement.
- Why it matters:
- 7(a) lenders set key-person cover under their written policy; where repayment depends on one or two people the cover protects the lender and our equity alike.
- Applies to:
- Every industry
- Source:
- colemanreport.com
P5Close
Closing and the first 100 daysClosing day onward · 25 checks
Purchase price allocation (Form 8594)
What we ask for: Allocation schedule in the purchase agreement; both sides file matching Forms 8594.
- Why it matters:
- Allocation drives our depreciation and the seller's tax; it must be agreed, not left to each side's accountant.
- Applies to:
- Every industry
- Source:
- irs.gov
Payoff letters and lien releases at closing
What we ask for: Payoff letters for every debt being retired; UCC-3 terminations; title lien satisfactions; landlord's release of the seller's guarantee.
- Why it matters:
- Every lien we found must be released by the creditor in writing; our lender will insist.
- Applies to:
- Every industry
- Source:
- iaca.org
Local business licence or tax receipt
What we ask for: Current city and county licences or receipts; the issuing office's transfer or new-application procedure; assumed-name registration needed for the transfer.
- Why it matters:
- Most cities and many counties require a business licence or tax receipt; renewal dates and transfer rules are local and the receipt often does not transfer at all.
- Applies to:
- Every industry
- Source:
- sba.gov
Sales tax on the asset purchase itself
What we ask for: Check the target state's occasional-sale exemption and its conditions with the CPA; structure the closing and the asset schedule to fit; title transfers for vehicles with tax or a resale basis.
- Why it matters:
- Most states exempt an occasional or isolated sale of business assets from sales tax, but the conditions differ; titled vehicles, boats and aircraft are usually taxed separately, and inventory moves under a resale certificate.
- Applies to:
- Every industry
- Source:
- taxadmin.org
Transfer, stamp and recording taxes on the deal documents
What we ask for: Check the target state's documentary-stamp, mortgage and intangible taxes and recording fees; compute on the seller note and any mortgage; decide who pays in the agreement.
- Why it matters:
- A handful of states tax promissory notes or mortgages (documentary stamp or intangible tax); every state has recording fees; the deal budget must include them.
- Applies to:
- Every industry
- Source:
- taxadmin.org
Lien releases, UCC-3s and title transfers
What we ask for: UCC-3 terminations filed or escrowed; vehicle titles signed; landlord waiver; bring-down lien search on the closing morning.
- Why it matters:
- The lender will not fund until the collateral is clean.
- Applies to:
- Every industry
- Source:
- iaca.org
Bring-down searches and certificates
What we ask for: Repeat items A, B, C, F on the closing morning; certificate of good standing dated within 5 days; state tax clearance in hand.
- Why it matters:
- Litigation, liens, Secretary of State status and state tax clearance re-run on the closing day.
- Applies to:
- Every industry
- Source:
- nass.org
Accounts and registrations in our name
What we ask for: Checklist of every account with cut-over date and owner; state revenue and UI registration numbers; new bank accounts opened early.
- Why it matters:
- Bank, merchant, payroll, state revenue, state UI, local licences, insurance, utilities, vendors.
- Applies to:
- Every industry
- Source:
- taxadmin.org
Authority to sign and sell
What we ask for: Resolutions of the board or members approving the sale; incumbency certificate; the operating agreement's sale provisions.
- Why it matters:
- A sale signed by someone without authority is void against the other owners.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Transition staffing plan and WARN
What we ask for: Offer letters to all retained staff; payroll provider transition; benefits continuity; decide on re-hire vs continuation for I-9 and PTO.
- Why it matters:
- WARN applies at 100 employees; smaller deals still need offer letters, a payroll cut-over and a benefits bridge.
- Applies to:
- Every industry
- Source:
- dol.gov
Vendor and customer notification plan
What we ask for: Notification list, sequence and scripts; who calls whom in the first week; credit applications for our entity.
- Why it matters:
- Suppliers and customers learn of the sale from us, in order, with the owner beside us.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Inventory count and valuation at closing
What we ask for: Physical count protocol; valuation method; exclusions (obsolete, damaged, consigned); who pays for the count.
- Why it matters:
- The price adjusts for inventory at cost; we count it with the seller the night before closing.
- Applies to:
- Every industry
- Source:
- rgis.com
Security deposits, utilities and transfers
What we ask for: Schedule of deposits; utility accounts; transfer dates; internet and phone (item N).
- Why it matters:
- Deposits with the landlord and utilities need assignment or refund; accounts need to be in our name on day one.
- Applies to:
- Every industry
- Source:
- fcc.gov
Bonds and letters of credit
What we ask for: Schedule of bonds and LCs; replacement in our name; release of the seller's.
- Why it matters:
- Licence bonds, performance bonds and utility deposits are the seller's; we need our own.
- Applies to:
- Licensed contractors, Fire and life safety
- Source:
- Our own work on the deal
Certificates required by customers and landlord
What we ask for: Insurance requirements in every major contract and the lease; our certificates matching them.
- Why it matters:
- Customer contracts and the lease set insurance minimums; failing them is a default on day one.
- Applies to:
- Every industry
- Source:
- nolo.com
Systems, access and passwords handover
What we ask for: Inventory of systems and accounts; admin ownership; a password-manager handover; removal of the seller's access; bank and processor account changes.
- Why it matters:
- On closing day we must hold every login and the seller must hold none.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Closing checklist and funds flow
What we ask for: Funds flow memo; payoff letters; escrow instructions; wire verification by phone (never by email alone).
- Why it matters:
- Who pays whom, in what order, against which document.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Employee onboarding
What we ask for: Onboarding packet per employee; payroll provider set-up; benefits effective dates; stay bonuses documented.
- Why it matters:
- Offer letters, I-9s (or adoption), W-4s, benefits enrolment, handbook acknowledgements.
- Applies to:
- Every industry
- Source:
- uscis.gov
Customer, vendor and community announcement
What we ask for: Announcement plan; calls to the top 20 customers with the seller; vendor letters; Google profile and website update.
- Why it matters:
- Controlled communication in the first week keeps revenue; silence loses it.
- Applies to:
- Every industry
- Source:
- support.google.com
First 100 days operating plan
What we ask for: Weekly KPI dashboard; cash forecast; owner transition milestones; price and process changes deferred until month 4.
- Why it matters:
- Section 5 of the evaluation plan: stabilise, verify, improve; measure the SDE we bought against the SDE we see.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Post-closing adjustments and escrow claims
What we ask for: Calendar of true-up dates, escrow release dates and claim windows; evidence file for every claim.
- Why it matters:
- True-up, inventory adjustment and indemnity claims have deadlines.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Lessons file
What we ask for: Post-closing review at 100 days; checklist changes filed to the board.
- Why it matters:
- Every deal teaches the next one; record what the checklist missed and update it.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Day-one message, pay confirmed, one-on-ones by day 30
What we ask for: The seller introduces us in person on day one; pay and benefits confirmed in writing in week one; stay-bonus letters handed over; a one-on-one with every employee by day 30.
- Why it matters:
- The first month decides who stays: people leave in silence when nobody tells them their job and pay are safe.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
90-day knowledge capture
What we ask for: With our AI office tools: procedures, price book, customer notes, vendor list, systems and passwords, each with a named owner; checked against the S6 score items.
- Why it matters:
- Every "2" on the owner-dependence score is knowledge that leaves with the owner unless it is written down while the owner is still paid to be there.
- Applies to:
- Every industry
- Source:
- Our own work on the deal
Bench and pipeline
What we ask for: An apprentice per senior within 6 months; a registered apprenticeship or trade-school and licensing-board calendar; open requisitions for the two hardest roles from day one; a quarterly metro labour-market measure (OEWS pay gap, openings, days to fill).
- Why it matters:
- The replacement market for licensed trades is thin: openings run 10 to 40% of the workforce a year and credentials take months to years, so the bench is built before the vacancy.
- Applies to:
- Every industry
- Source:
- bls.gov
Five phases. A gate at each.
8,619 Florida listings scored, October 2026
- 01Screen
- 02First numbers
- 03Deep diligence
- 04Investor packet
- 05Close and begin the Blueprint
01
Screen
Our systems run 39 public-record checks on every public listing in the market and score each on price, earnings, durability and risk, across the whole country.
02
First numbers
After an NDA, 85 checks on the first documents: we tie tax returns to the profit and loss statement and bank deposits. Most deals stop here.
03
Deep diligence
The 84 deep-diligence checks: a quality of earnings review, legal, people, operations, technology and market work, alongside an outside CPA and attorney.
04
Investor packet
Verified numbers, risk register, the Blueprint and returns in base, downside and upside cases, with 20 financing checks for the lender.
05
Close and begin the Blueprint
Twenty-five checks at closing and in the first months after. Day one, nothing breaks. Then the six stages, with monthly reporting to you from the first month.
Systems that say no early.
Most deals fail on the numbers. Our systems find that in days, before anyone pays for a full review.
Every listing, the same rules
Each business is scored the same way, with the evidence for every flag, so we compare like with like across states and industries.
Checks a lender would run
Tax returns against bank deposits, customer concentration, owner dependence and debt cover, before an offer.
People make the final call
The systems do not replace a CPA, an attorney or a lender. They tell them where to look.
Where the improvement comes from.
The Blueprint
A growth and streamlining plan built from the market analysis, with dates and owners for each change.
Pricing
Fair, current prices and service plans instead of one-off jobs.
Automation and integration
Scheduling, invoicing and follow-up done by software, connected to the systems the team already uses.
Websites and local SEO
A modern website, reviews and the local search work that wins the next customer.
Cross-sell
New services for existing customers, and introductions through our employer network.
Questions investors ask us.
Who can invest?
Accredited investors, as defined by US securities law. We confirm eligibility before we share deal documents.
How are deals financed?
Usually with investor equity, an SBA-backed bank loan and sometimes a loan from the seller. Each deal’s structure is set out in its own documents.
What do the AI systems actually do?
They read public listings and documents, apply our written checks to each business the same way, and show us the evidence behind every flag. We built and run them ourselves. They do not make the decision; they make sure we see everything before we do.
How will I hear how the business is doing?
Monthly numbers in plain English, and a fuller report each quarter.
What is the minimum investment?
It depends on the deal. We share it with the investor brief.
Request the investor brief.
We work with a small group of accredited investors. Tell us about yourself and we will send our brief and arrange a call.
Request the briefFor deals financed with an SBA loan, the lender requires every owner to be a US citizen or US national. We explain what this means for each deal.