FBA Due Diligence
Amazon FBA Business Due Diligence Checklist 2026: 30 Questions to Ask
Updated July 2026 · 12 min read · Deal Alert AI
Amazon FBA businesses are among the most attractive acquisitions available to individual buyers — recurring inventory, built-in logistics, and access to 300+ million active Amazon customers. They are also among the most deceptively complex to evaluate. A business can look clean on the surface while carrying ASIN suspension risk, inflated review counts, single-supplier dependency, or inventory that is worth far less than the seller claims.
This checklist covers the 30 questions you must answer before signing an LOI on any Amazon FBA acquisition. We have organized them into eight categories, each targeting a specific risk layer that collapses more deals than people admit.
Before you start DD: Request full access to the Amazon Seller Central account — read-only user access, not just screenshots. If a seller refuses to provide read-only Seller Central access during due diligence, walk away. There is no legitimate reason to deny it.
Category 1: Seller account health
The Amazon seller account is the business's operating license. A suspended or restricted account makes the acquisition worthless. Always start here.
1
What is the current Account Health Rating (AHR) in Seller Central? Is it "Good" (green), "At Risk" (yellow), or "Critical" (red)?
2
Has the account ever been suspended, even temporarily? Request the full Account Health history and any communications from Amazon regarding policy violations.
3
Are there any open complaints, A-to-Z claims, or chargeback cases pending? These can escalate after transfer.
4
What is the account's order defect rate (ODR), late shipment rate, and valid tracking rate? All should be well within Amazon's thresholds.
Category 2: ASIN-level risk
The seller account being healthy does not protect individual ASINs. Amazon suppresses, restricts, or removes ASINs for IP complaints, safety flags, listing policy violations, and category restrictions. A single hero ASIN suspension can gut revenue overnight.
5
What percentage of revenue comes from the top 1, 3, and 5 ASINs? Concentration above 60% in a single ASIN is a material risk factor.
6
Have any ASINs been suppressed, restricted, or removed in the past 24 months? What was the reason, and how was it resolved?
7
Are any ASINs in gated categories (health, beauty, grocery, hazmat)? What is the approval status, and will those approvals transfer with the account?
8
Are there any active or pending IP complaints (trademark, patent, or copyright) filed against any ASIN? Check the Brand Registry complaint history and any Seller Central warnings.
Category 3: Financial verification
Sellers present P&Ls, but the ground truth lives in Amazon Seller Central reports and bank statements. Never accept a seller-provided spreadsheet as the final word on financials.
9
Request the Amazon Seller Central "Payments" reports for 24 months and reconcile them against the P&L provided. Disbursements are the verified number — everything else is a claim.
10
How does the seller calculate SDE? Is PPC spend fully accounted for? Many sellers present "revenue" or "net Amazon payout" without subtracting advertising costs, which are often 15–35% of revenue.
11
What are the landed cost per unit and gross margin per ASIN? Verify with supplier invoices, not estimates.
12
Are there any pending Amazon fee changes, referral fee adjustments, or FBA fee increases that will affect profitability after closing?
Category 4: PPC and advertising costs
PPC (Sponsored Products, Sponsored Brands, DSP) is often the most distorted line item in FBA financials. Sellers may reduce ad spend in the months before sale to make SDE look higher, then revenue drops post-acquisition when you restore normal spend.
13
Request the full Amazon Advertising console history — not just a summary. Look at month-by-month ad spend as a percentage of revenue for 24 months. Did spend drop in the last 3–6 months?
14
What is the current ACoS (Advertising Cost of Sale) and TACoS (Total Advertising Cost of Sale)? Get these per ASIN for the top 5 products.
15
Is organic rank dependent on sustained PPC spend? Run a test: ask the seller what happens if PPC spend is reduced 30% for 30 days. If they say "rank would collapse," the SDE is overstated.
Category 5: Inventory valuation
Inventory is often included in the acquisition price — and sellers almost always overvalue it. The actual value of inventory to a buyer is the cost to reorder, not the retail selling price, and slow-moving or aged inventory can be nearly worthless after long-term storage fees.
16
What is the total inventory value at cost (not sell-through value)? Request the FBA inventory age report — anything over 180 days is dead weight.
17
How many months of inventory are currently in Amazon FBA warehouses? Ideal range is 2–3 months. Over 6 months of stock suggests slow movement or over-ordering.
18
Are there any seasonal SKUs in the inventory count that will be non-saleable after a seasonal window passes? Exclude these from any inventory inclusion in the purchase price.
Category 6: Supplier concentration
Supplier risk is one of the most underrated risk factors in FBA acquisitions. A business dependent on a single supplier — especially a Chinese manufacturer who also sells their own version of the same product on Amazon — is a fragile business.
19
How many suppliers provide the products in this business? If it is one, what is the backup plan? Is there a second-source supplier who has produced samples?
20
Do the current supplier contracts (MOQs, pricing, lead times, exclusivity terms) transfer to the new owner? Get this in writing, not just a verbal assurance.
21
Does the supplier sell the same or similar product directly on Amazon under their own brand or white-label to competitors? Search the supplier's factory name on Alibaba and cross-reference against Amazon listings.
22
What are the lead times and MOQs? Can you reorder and restock within a period that does not cause stockouts post-acquisition?
Category 7: Review authenticity and listing integrity
Fake reviews remain endemic on Amazon despite aggressive enforcement. A business built on manipulated review counts is one Amazon suspension notice away from collapse. This is harder to verify but essential.
23
Run the top ASINs through Fakespot or ReviewMeta. A "C" grade or below is a significant red flag — it suggests review manipulation that Amazon may eventually act on.
24
Does the seller have any history of using black-hat review tactics? Ask directly. Check if any ASINs have sudden review spikes that do not correlate with sales volume spikes in the same period.
25
Are there any review removal events in the ASIN history? A sudden loss of 200+ reviews in a single month often signals Amazon penalizing manipulated reviews.
Category 8: IP ownership and brand protection
The brand is the most durable asset in an FBA business. Without proper trademark registration and Brand Registry enrollment, a competitor can hijack your listing, sell counterfeit product on your ASIN, or flood your listing with negative reviews.
26
Is the brand trademark registered? In which jurisdictions (US, EU, UK, CA)? Request the trademark registration certificate and verify it on the USPTO database.
27
Is the brand enrolled in Amazon Brand Registry? This is non-negotiable — it is the primary tool for protecting against counterfeiters and listing hijackers.
28
Are there any active trademark disputes or trademark office actions pending? These can delay or invalidate the mark post-acquisition.
29
Who owns the trademark — the seller personally, or the business entity? Confirm the IP transfers cleanly as part of the asset purchase agreement.
30
What is the competitive landscape for the top ASINs? How many direct competitors exist with comparable or better review counts, and what is the price trend in the category over the past 12 months?
After the checklist: build your acquisition model
Once you have answers to all 30 questions, you can price risk properly. The standard approach: start with the broker's asking price, then apply discounts for each material risk you have identified. Supplier concentration in one factory with no backup? Discount 10–15%. Reviews show Fakespot grade C on the hero ASIN? Discount 15%. Ad spend was artificially reduced in the last quarter? Recalculate SDE at normalized ad spend before applying the multiple.
The best FBA acquisitions are ones where the seller has built a real brand with legitimate reviews, solid supplier relationships, and a clean account health record. Those exist — but they require verification, not assumption.
For a faster first-pass on any FBA listing, run it through our free deal analyzer. Paste the listing text and get an automated red flag report, fair price estimate, and a prioritized list of DD questions for that specific deal. See our partner network for vetted FBA brokers, or learn more about our scoring methodology on the About page.