Free Due Diligence Checklist for Online Business Buyers

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The 50-Point Online Business Due Diligence Checklist

Work through each section before making an offer. Check items off as you go — your progress is saved in your browser.

Revenue Verification

Items 1–10

1
Export last 12 months Stripe/PayPal/merchant statements and compare to broker's revenue claims — look for mismatches of more than 5%
2
Verify Google Analytics monthly sessions — look for sudden drops or unexplained spikes in the last 6 months that the seller hasn't disclosed
3
Cross-check Amazon Seller Central reports if FBA business — verify ASIN-level revenue, not just total sales summaries
4
Request read-only access to the actual payment processor — screenshots can be faked; live dashboard access cannot
5
Confirm revenue is recurring vs. one-time — what % is subscription vs. transactional? Subscription revenue commands a higher multiple for a reason
6
Check for revenue concentration: does more than 30% of revenue come from a single customer? That's a deal-killer or price reduction trigger
7
Verify refund rates and chargeback history — flag if refund rate exceeds 2% or if there's any history of processor holds or account warnings
8
Confirm all revenue is tied to the business entity being sold — not the seller's personal accounts or related entities that won't transfer
9
Check for deferred revenue or pre-paid annual subscriptions — these represent future obligations you'll need to fulfill without getting paid again
10
Verify affiliate income — request affiliate network login or screenshots from inside the dashboard, not just a PDF export the seller generated

Traffic & SEO Health

Items 11–20

11
Get Google Search Console read-only access — check for manual actions, security issues, or coverage errors the seller hasn't mentioned
12
Export top 50 keywords and verify rankings are stable over 6 months using Ahrefs or Semrush — declining trends predict future revenue drops
13
Check Google Analytics traffic source breakdown — flag if more than 40% comes from a single source (one algorithm change or platform ban ends the business)
14
Verify no algorithm hit history — check traffic against HCU update dates (March 2024, August 2023) and all core update windows for the past 3 years
15
Pull the full backlink profile in Ahrefs — check for toxic links, private blog networks (PBNs), or any link schemes that could trigger a future penalty
16
Verify email list size and engagement rate — open rate should be above 20% for a healthy, non-purchased list; below 15% suggests list decay or bought subscribers
17
Check social media follower counts vs. engagement rates — fake followers show as ~0.1% engagement; legitimate audiences should be 1–3%+ depending on platform
18
Verify branded search volume is growing, not declining using Google Trends over 5 years — declining brand interest is an early warning sign the market is moving on
19
Check for duplicate content issues using Copyscape — scraped or spun content can trigger penalties that tank rankings within months of acquisition
20
Confirm robots.txt and sitemap are clean — look for accidental noindex tags, blocked crawl paths, or disallow rules that might be suppressing pages from Google

Operations & Transfers

Items 21–30

21
List all software subscriptions included in the sale with monthly costs — hidden SaaS expenses regularly add $500–$2,000/month that eats into your modeled returns
22
Confirm domain ownership and verify WHOIS is in the seller's name (not a third party's) — domain disputes post-close are expensive and sometimes unwinnable
23
Request hosting account login or confirm migration plan — understand exactly what infrastructure transfers and what needs to be rebuilt or renegotiated
24
Verify all content is original — run a sample of 20+ posts through Copyscape to catch scraped content before it becomes your legal problem
25
Map every revenue source to a login or account that will transfer — create a spreadsheet: revenue source → platform → account owner → transfer method
26
Get full list of contractors and VAs with hourly rates and availability post-close — if key operators won't stay, factor re-hiring and training costs into your offer price
27
Confirm any trademarks or brand assets are included in the asset purchase agreement — verbal agreements mean nothing if there's a dispute post-close
28
Verify content licensing — confirm stock images, fonts, video, and software tools are properly licensed for commercial use and transfer to a new owner
29
Confirm seller is willing to provide 30–60 days of post-close training — get this in writing in the APA, not just as a verbal commitment during negotiations
30
Check for any non-compete clauses from the seller's prior employment — some sellers unknowingly built businesses that violate their day-job agreements

Financials & SBA Due Diligence

Items 31–40

31
Request 3 years of business tax returns and reconcile to bank statements — if the tax return revenue differs from P&L revenue by more than 10%, ask for a detailed explanation
32
Calculate true SDE (Seller's Discretionary Earnings) yourself — add back owner salary, depreciation, and one-time expenses, then verify each add-back with documentation
33
Verify the SDE multiple is consistent with current market — SaaS typically commands 40–60x, content sites 30–40x, FBA businesses 25–35x monthly SDE
34
Scrutinize every seller add-back individually — "one-time" expenses that appear multiple years in a row are recurring expenses, not add-backs
35
Check accounts receivable aging — any invoices more than 90 days past due are effectively uncollectable and should be excluded from asset value
36
Verify inventory valuation method if physical goods are included — FIFO vs. LIFO matters, and aged inventory should be written down from face value
37
Calculate DSCR for SBA financing: Net Operating Income ÷ Annual Debt Service must be at least 1.25x — if it's below that, you won't qualify for an SBA 7(a) loan
38
Confirm no outstanding liens, UCC filings, or judgments against the business — run a UCC search in the state of incorporation before signing anything
39
Request all vendor contracts and confirm they transfer with the business — some suppliers have change-of-control clauses that can immediately void pricing or terms
40
Verify no outstanding disputes, lawsuits, or regulatory investigations — ask the seller to represent and warrant this in writing in the purchase agreement

Legal & Risk

Items 41–50

41
Check for active or pending DMCA complaints — search the Lumen Database for takedowns filed against the domain; prior DMCA history can affect future hosting relationships
42
Verify GDPR and CCPA compliance if the business collects user data — a non-compliant email list or user database can result in regulatory fines that exceed the purchase price
43
Confirm the business is not dependent on a third-party platform ToS that prohibits transfers — some Amazon Seller accounts, AdSense accounts, and app store accounts cannot legally transfer
44
Check for non-solicitation agreements with current employees or contractors — you may legally be unable to keep working with the team you're counting on
45
Verify FTC compliance for any income claims, testimonials, or health/financial claims made on the website — non-compliant disclosures can result in enforcement actions
46
Confirm there are no exclusivity agreements limiting the business model — some affiliate agreements restrict promoting competitor products indefinitely
47
Review all active contracts for change-of-control clauses — enterprise software agreements, data licensing deals, and publisher contracts often have provisions that terminate on ownership change
48
Verify no outstanding tax liabilities — request an IRS tax transcript for the business entity and check for any payroll tax issues, which follow the business (not the seller) in an asset sale
49
Check for pending trademark disputes or brand name conflicts — search the USPTO TTAB database; an unresolved opposition proceeding can force a full rebrand after closing
50
Confirm all software used has proper commercial licenses — pirated plugins, unlicensed stock footage, or cracked SaaS tools expose you to copyright liability the moment you take ownership

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The 50-Point Due Diligence Checklist Every Serious Buyer Uses

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The 50-Point Online Business Due Diligence Checklist

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