eCommerce Acquisition Due Diligence Checklist 2026

eCommerce due diligence is more complex than content site DD and more operationally specific than SaaS. You're not just verifying revenue — you're verifying inventory, supplier relationships, platform accounts, logistics costs, return rates, and customer acquisition economics. Miss any one of these and a deal that looks like 2.8x on the broker sheet can become a 5x disaster in practice.

This checklist covers 60+ due diligence checkpoints for any eCommerce acquisition — whether it's a Shopify DTC brand, an Amazon FBA business, or a hybrid multi-channel operation.

Phase 1: Financial verification

Revenue verification

• Request 24 months of Shopify/WooCommerce/platform revenue exports — not just P&Ls
• Cross-reference with payment processor data (Stripe, PayPal, Shopify Payments) — do they match?
• Verify refund and chargeback rates — what % of gross revenue is returned?
• Identify any one-time revenue spikes (flash sales, PR moments, influencer campaigns) that inflated TTM
• Confirm seasonality — what % of annual revenue hits in Q4 vs. Q1?
• Check for marketplace revenue on Amazon, eBay, Walmart that isn't in the primary P&L

Cost of goods and margins

• Obtain supplier invoices for the past 12 months — not summary estimates
• Calculate real landed COGS including freight, duties, and inspection costs
• Verify gross margin per SKU — is the blended margin representative of the product mix?
• Check for any pending price increases from suppliers not reflected in current COGS
• Identify which SKUs are profitable vs. loss-leaders

Customer acquisition economics

• What is the real CAC (customer acquisition cost) by channel — paid, organic, referral?
• What is the LTV (lifetime value) of a customer — repeat purchase rate and AOV over 12 months?
• Is LTV:CAC above 3:1? Below 2:1 is a fundamental business model problem.
• Are paid ad costs increasing? Request 12 months of Google/Meta ad spend and ROAS trend.

Phase 2: Inventory and operations

Inventory audit

• Request current inventory count by SKU — quantity and location
• Is the inventory included in the purchase price? At what valuation?
• What is the inventory turnover rate? Slow-moving inventory is a hidden liability.
• Are there any obsolete, discontinued, or expiring SKUs in the current inventory?
• What is the reorder lead time from primary suppliers? Is inventory sufficient for that window?
• For Amazon FBA: request Inventory Performance Index (IPI) score — below 450 means storage limits

Supplier relationships

• Who are the top 3 suppliers by COGS? What % of total COGS do they represent?
• Are supplier contracts in writing? Do they transfer with a business sale?
• Have any suppliers changed pricing or terms in the past 12 months?
• Is there a single-source supplier for any critical product? What's the backup plan?
• Can you speak directly with the primary supplier before closing?

Fulfillment and logistics

• What is the fulfillment model — in-house, 3PL, Amazon FBA, or hybrid?
• What are the actual per-unit fulfillment costs at current volume?
• For 3PL: does the contract transfer? What are the termination terms?
• What is the average shipping time and customer satisfaction with delivery?
• What is the return processing cost and policy?

Phase 3: Platform and channel risk

Amazon-specific (for FBA businesses)

• Request full Seller Central account history — any past suspensions, warnings, or violations?
• What is the current Seller Account Health score?
• Are there any active IP complaints, trademark issues, or listing suppression?
• What % of revenue comes from the top 3 ASINs?
• Have review counts and ratings been stable over the past 12 months?
• Is the brand registered in Amazon Brand Registry? This significantly reduces hijacker risk.

Shopify / DTC

• What is organic traffic percentage vs. paid? An organically driven DTC brand is worth more.
• What is the email list size and engagement rate?
• What paid channels does the brand use — Meta, Google, TikTok? How dependent is each?
• What is the subscription or repeat purchase rate for non-consumable products?

Phase 4: Customer and brand

• How large is the customer database? Does the sale include full customer data and email list?
• What is the Net Promoter Score or customer review average across platforms?
• Are there any outstanding customer complaints, BBB issues, or social media reputation problems?
• What is the trademark status — registered, pending, or unregistered?
• Are there patents or design registrations? Are they assigned to the business entity?
• Is the brand name available as a domain in all relevant TLDs?

Phase 5: Legal and transfer mechanics

• Is this an asset sale or entity sale? Each has different tax and liability implications.
• Are there any outstanding debts, liens, or liabilities against the business entity?
• Are all contracts, licenses, and supplier agreements assignable to a new owner?
• Are there employee or contractor agreements that need to be addressed at close?
• For Shopify Plus: does the plan and pricing transfer, or does it require new account setup?
• What accounts require manual transfer vs. credential handover? (Domain, hosting, social, email, analytics)

Deal killers to watch for

Stop a deal immediately if you find:

• Revenue that doesn't reconcile between P&L and payment processor exports
• Amazon account with history of suspension or multiple policy warnings
• Single supplier representing more than 70% of COGS with no written contract
• Significant undisclosed inventory liability (obsolete, expiring, or overstocked SKUs)
• CAC trending up sharply with LTV flat or declining
• Seller unwilling to provide platform-level analytics access before LOI