50 Due Diligence Questions to Ask Before Buying an Online Business

How to use this due diligence checklist

This list is organized by category. Not every question applies to every business type — a SaaS due diligence is different from a content site due diligence. Use the relevant sections and skip questions that don't apply to the specific business model you're evaluating.

For each question, record both the answer and the source of the answer (e.g., "GA dashboard, October 2025" or "seller call, November 14"). This documentation protects you if a dispute arises post-close and helps you identify inconsistencies across different data sources.

For context on the buying process on different platforms, see our guides on how Empire Flippers works and how to use Flippa.

Category 1: Financial Verification (Questions 1–10)

1Can I have direct read-only access to Google Analytics, not screenshots? This is non-negotiable. Screenshots can be edited. Any seller who refuses direct GA access should be walked away from.

2Can I have direct access to the payment processor (Stripe, PayPal, Shopify Payments)? Pull 24 months of revenue data directly from the processor. Compare to the P&L provided by the seller.

3What is the monthly net profit for each of the last 24 months? Calculate the true average, not just the trailing 3-month average the seller highlighted in the listing.

4What are all recurring monthly expenses in detail? Request an itemized monthly expense breakdown. Common omissions: contractor fees, software subscriptions, ad spend, hosting, content creation costs.

5Are there any one-time or non-recurring revenue events in the trailing 12 months? Large sponsorships, one-time product launches, or affiliate bonuses can inflate TTM numbers. Identify and exclude them from your multiple calculation.

6Can you provide 2 years of tax returns for the business? Tax returns are harder to manipulate than P&L statements. Significant discrepancies between the P&L and tax returns are a red flag requiring explanation.

7Is the revenue reported gross or net of platform fees? Amazon FBA revenue is often reported gross before Amazon fees (15–25% of revenue). Ensure you're modeling net revenue, not gross.

8What does the revenue trend look like over the last 6 months vs the prior 6 months? Is the business growing, flat, or declining? A business in decline at listing time will likely be worth less than the TTM multiple suggests.

9Are there any outstanding debts, liabilities, or legal claims attached to this business? Ask the seller to confirm in writing that the business has no undisclosed liabilities. This becomes a representation in the purchase agreement.

10What is the accounts receivable balance, if any? For B2B businesses or businesses with net-30 payment terms, outstanding receivables may or may not transfer with the sale. Clarify what's included.

Category 2: Traffic & SEO (Questions 11–20)

11What percentage of traffic comes from organic search? For content sites, target 80%+ organic. Heavy social or paid traffic dependency is a different (higher) risk profile.

12Has the site experienced any Google algorithm-related traffic drops in the last 24 months? Cross-reference the GSC clicks by month against the Moz Google Algorithm Change History. Any drop coinciding with a known update is a material risk.

13What is the site's Domain Rating (DR) and how many referring domains does it have? Use Ahrefs. DR 40+ with 200+ referring domains from real publishers is a strong signal. DR under 20 with backlinks from blog networks is a risk.

14What is the top page's percentage of total traffic? If one page drives 30%+ of all organic traffic, a single ranking change can dramatically affect revenue. Target sites where no single page is more than 20% of traffic.

15Does the Ahrefs estimated organic traffic align with Google Analytics? Large discrepancies (Ahrefs showing 20K when GA shows 100K) may indicate traffic from non-organic channels being misrepresented, or low-quality traffic inflating GA numbers.

16Are there any manual actions or security issues in Google Search Console? Check the Manual Actions and Security Issues sections in GSC. Any manual penalty is a serious problem that follows the domain.

17What is the content production strategy, and does it require the seller's personal expertise? If all content is written by the seller under their personal brand, the business may lose its editorial authority post-transfer.

18Are there any backlinks from private blog networks (PBNs) in the backlink profile? Check Ahrefs for patterns of low-quality referring domains. PBN links can trigger manual penalties and are a ticking clock on the domain's rankings.

19What is the branded search volume for the domain? Check Google Trends and GSC for branded queries. Brand search indicates an audience with direct intent to find this site — a signal of durability beyond pure SEO.

20Has the site appeared in any Google News, Discover, or Featured Snippets placements? These placements can drive significant traffic that is separate from standard organic rankings and may not be sustained post-ownership transfer.

Category 3: Revenue & Monetization (Questions 21–28)

21What percentage of revenue comes from each monetization source? Map revenue to: display ads, affiliate commissions (by program), direct sales, subscriptions. No single source should be more than 70% of revenue for a resilient business.

22Are all affiliate programs transferable to a new owner? Some affiliate programs (particularly high-commission B2B programs) require re-application and approval. Confirm in writing which programs will transfer and which require new applications.

23What is the RPM trend from the ad network (Mediavine, Raptive, AdSense)? RPM varies seasonally (Q4 is highest) and has been declining on average for many sites. Pull 12 months of RPM data to understand the trend beyond seasonal variation.

24Is the Mediavine or Raptive account in good standing? Check for any policy holds, limited ads warnings, or traffic quality flags. An account in policy review is a significant risk that can be hard to resolve.

25For ecommerce: what is the customer lifetime value and repeat purchase rate? A business where 40%+ of revenue comes from repeat customers is significantly more valuable than one entirely dependent on new customer acquisition.

26For SaaS: what is the monthly recurring revenue (MRR) churn rate? Annual churn above 20% for a B2C SaaS or 10% for B2B SaaS is a yellow flag. High churn means the business needs constant new customer acquisition to maintain revenue.

27Are there any seasonal revenue patterns, and when is the off-peak period? Some businesses earn 50% of annual revenue in Q4. If you're buying at a Q4-inflated trailing multiple without modeling the Q1–Q3 trough, you're overpaying.

28What are the top 5 revenue-generating pages or products? Understand which specific assets drive the most income. Are they protected by IP, domain authority, or supplier exclusivity — or could a competitor easily replicate them?

Category 4: Operations & Team (Questions 29–36)

29How many hours per week does the seller spend on this business? A business requiring 40 hours/week is a full-time job, not a passive investment. Get a detailed breakdown of tasks by time spent.

30Are there contractors or employees, and are they willing to continue post-sale? Key contractors (content writers, VA, customer service) can be the business's most important asset. Confirm their interest in continuing before you close.

31Are there any processes or tasks that only the seller can do? If the seller handles all content strategy, manages key supplier relationships, or is the public face of the brand, that knowledge needs to transfer or the business degrades post-acquisition.

32What tools and software does the business use? Get a full inventory of tools (hosting, CMS, email marketing, ad platforms, project management). Assess which subscriptions will transfer and which require new accounts.

33What is the customer/audience size and email list quality? For businesses with email lists, pull open rates, click rates, and list growth/churn over the last 12 months. A stale list with 5% open rates is worth much less than a live list with 25%+ opens.

34Are there any key supplier relationships or contracts that could be disrupted post-sale? For ecommerce and FBA businesses, supplier relationships are often personal. A supplier who deals only with the current owner may not honor previous terms with a new owner.

35What is the seller's reason for selling? The most legitimate reasons: pursuing a different project, lifestyle change, need liquidity. Red flags: "I don't have time for it" (may mean the business requires full-time work), or a vague answer that changes on follow-up.

36What is the seller willing to guarantee in the purchase agreement? What specific representations and warranties will the seller make in writing about revenue, traffic, and operational status? Resistance to making basic reps is a yellow flag.

Category 5: Legal & IP (Questions 37–42)

37Who owns the domain, and is the registration clean? Check WHOIS and confirm the domain is registered to the seller (not a third party). Ensure there are no domain locks, third-party holds, or renewal lapses.

38Are there any trademark registrations for the brand name? Check the USPTO (for US) and EUIPO (for Europe) for any registered trademarks on the business name. A competing trademark can create legal exposure post-acquisition.

39Is all content on the site original, or has third-party content been used without license? AI-generated content without disclosure, stock images without licenses, or scraped content from other sites creates DMCA and legal risk that transfers with ownership.

40Are there any pending disputes, chargebacks, or legal claims involving this business? Ask in writing. Any undisclosed pending legal matter should be a purchase price adjustment or a seller indemnification in the APA.

41Does the business collect personal data, and is it GDPR/CCPA compliant? Businesses with email lists or user accounts have data compliance obligations. Non-compliance creates regulatory risk that transfers post-acquisition.

42Are there non-compete agreements with employees or contractors that need updating? Existing contractor agreements may not bind them to work for the new owner. Confirm what agreements exist and whether they're transferable.

Category 6: Technology & Platform (Questions 43–47)

43What is the technical stack, and do I have the skills to maintain it? A site built on outdated custom PHP or a complex proprietary system may require a developer to maintain. Assess whether the technical requirements match your capabilities or budget for external help.

44Are there any known security vulnerabilities or recent security incidents? For WordPress sites, check for outdated plugins, known CVEs on the current stack, or evidence of past malware infections. Security issues can affect ad network accounts and SEO rankings.

45What is the hosting setup, and what are the monthly hosting costs? Understand the current hosting provider, plan, and cost. Some sellers run on enterprise hosting that's significantly more expensive than what you'd need — or so cheap that performance is suffering.

46For SaaS: is there technical documentation, and how is the code quality? Request a technical review by an independent developer before closing on any SaaS acquisition. Code quality and documentation determine how maintainable and improvable the product is post-acquisition.

47Are all third-party API dependencies stable and affordable? Some SaaS products are built on expensive third-party APIs (OpenAI, Twilio, Stripe) whose pricing or terms could change. Understand the dependency map and what failure of any dependency does to the business.

Category 7: Growth & Competitive Position (Questions 48–50)

48What are the 3 highest-leverage growth opportunities the seller hasn't pursued? The seller's answer reveals both growth potential and why they didn't capture it. Untapped opportunities are real only if you have the skills and capital to execute them.

49Who are the top 3 competitors, and how has their trajectory compared to this business's? If all competitors are growing while this business is flat, dig into why. If this business is the clear leader in a growing niche, that's a meaningful competitive advantage.

50What would have to happen for this business to be worth half as much in 12 months? Ask the seller to describe the bear case. Their answer tells you what risks they're most concerned about — and what they may not have disclosed proactively in the listing.