✓ Free Checklist

The 47-Item Due Diligence Checklist for Buying an Online Business

Used by serious acquisition entrepreneurs before signing any LOI. Check off every item before you wire a dollar.

47
Checklist Items
6
Categories
Free
Always
Your progress 0 / 47 complete
💰
Financials
0 / 10 complete
✓
Obtained 24+ months of bank statements and verified deposits match claimed revenue within 5%Critical
✓
Received and reviewed tax returns (Schedule C or corporate) for at least 2 years
✓
Calculated true SDE (Seller's Discretionary Earnings) after adding back owner-specific expensesCritical
✓
Identified all revenue streams with their individual % contribution and 12-month trend
✓
Separated recurring vs. one-time revenue — one-time revenue should not be included in SDE
✓
Checked for unusual revenue spikes in the 3-6 months before listing dateImportant
✓
Verified all business expenses (hosting, tools, contractors, ads, subscriptions)
✓
Identified and removed owner-personal expenses incorrectly run through the business
✓
Modeled Year 1 cash flow under your ownership with realistic owner salary added back
✓
Verified the asking price multiple is fair for the asset type and growth trend
📈
Traffic & SEO
0 / 8 complete
✓
Obtained direct access to Google Analytics or GA4 — not screenshotsCritical
✓
Checked for organic traffic drops or algorithm penalties in the last 24 months
✓
Identified top 10 traffic sources and their percentage — single-source dependency is a red flagImportant
✓
Verified keyword rankings independently in Ahrefs or Semrush
✓
Checked Google Search Console for manual penalties or security issues
✓
Reviewed backlink profile for toxic or spammy links that could trigger future penalties
✓
Checked traffic seasonality and confirmed peaks and valleys are explainable
✓
Verified social media following numbers are organic (check engagement rate, not just follower count)
💳
Revenue Sources
0 / 8 complete
✓
Verified affiliate revenue directly inside affiliate dashboards (not seller P&L summaries)Critical
✓
Checked for affiliate program dependency — if >50% of revenue comes from one program, it's high risk
✓
Verified ad network revenue (AdSense, Mediavine, Raptive) directly in the network dashboard
✓
Reviewed all product or service revenue with actual customer records and invoices
✓
Checked for customer concentration — if >30% of revenue comes from one customer, flag itImportant
✓
Verified all subscription/SaaS recurring revenue in Stripe or payment processor — not seller reports
✓
Reviewed churn rate history for subscription businesses — high churn kills post-acquisition profitability
✓
Confirmed affiliate commissions and terms are transferable to new owner
⚙️
Operations
0 / 8 complete
✓
Listed all software tools and monthly costs — verify these against claimed expenses
✓
Identified all contractors and employees with their roles, hours, and monthly cost
✓
Estimated realistic weekly hours required to run the business under your ownershipImportant
✓
Documented all vendor and supplier relationships and their transferability
✓
Identified key-person dependencies — processes or relationships that only the current owner can runCritical
✓
Verified domain, hosting, and all platform accounts can be fully transferred to your name
✓
Reviewed all active contracts — subscriptions, service agreements, platform terms — for transferability
✓
Negotiated a 30-90 day transition period where seller remains available for questions
⚖️
Legal & Structure
0 / 8 complete
✓
Confirmed domain ownership and exact transfer process (registrar, timeline, escrow)
✓
Reviewed trademark and copyright situation — ensure brand assets are owned by the business
✓
Checked for any ongoing or threatened legal disputes, claims, or DMCA issues
✓
Confirmed business entity structure (LLC, sole proprietorship, C-corp) and what transfers
✓
Required seller non-compete: they cannot rebuild a competing business in your space for 24 months
✓
Confirmed all content licenses (images, fonts, plugins) are transferable to new owner
✓
Identified any regulatory or compliance requirements that apply post-acquisition
✓
Used an escrow service (Escrow.com or broker-managed) — never wire funds directly to seller
🤝
Deal Terms & Closing
0 / 5 complete
✓
Verified seller's motivation for selling — motivation should be believable and well-documented
✓
Submitted LOI with clear deal structure: price, payment terms, earnout (if any), closing timeline
✓
Negotiated post-closing verification window (30-60 days) with clawback if revenue materially misrepresented
✓
Confirmed financing is in place before going under LOI — SBA pre-approval or proof of cash
✓
Had a business attorney review the purchase agreement before signing

Get this checklist in your inbox

We'll also send you new deal alerts and acquisition tips. Unsubscribe anytime.

Ready to find your next deal?

Browse verified listings or analyze a deal you've already found.

Empire Flippers → Flippa → Acquire.com → AI Deal Analyzer →
Due diligence on traffic and keywords: SEMrush lets you verify organic traffic claims, check keyword rankings, and spot penalty history before you sign an LOI.