A useful diligence checklist records what was requested, who reviewed it, what remains unresolved and which evidence supports the decision. Receiving a document is not the same as accepting its contents. Organize the review around the actual business, property interests and transaction terms.
Set scope, authority and reporting periods
Identify the assets or interests proposed to transfer, included locations, operating entities, real estate or leasehold, equipment, customer obligations and excluded items. Use the actual agreement and adviser instructions to define access and disclosure rights. Obtain authorization before contacting employees, customers, landlords, providers or authorities on the parties’ behalf.
Record the common financial period, accounting basis and source owner. If the sale combines car washing, detailing, quick-lube or other operations, do not assume a single revenue figure describes each service’s contribution. Maintain a request register with version, coverage dates and unresolved gaps. The seller data-room guide explains controlled disclosure and access evidence.
Use a request-to-resolution register
| Workstream | Request | Review / exception | Resolution owner |
|---|---|---|---|
| Earnings and revenue | Accounting, tax, POS, bank and processor evidence | Period, population, fee, refund and timing differences | Financial reviewer with transaction authority |
| Memberships | Plan terms, populations, consent/cancellation records and provider instructions | Unresolved charges, service obligations and migration acceptance | Legal/provider/operating owners |
| Labor | Authorized payroll, roles, hours, policies and claims evidence | Continuing work, coverage and applicable-rule questions | Employment and operating reviewers |
| Equipment | Asset list, manuals, work orders, inspection and scoped quotes | Condition, support, outages and required work | Qualified technical reviewer |
| Property and occupancy | Parcel, lease/title, approved plans and consent records | Rights, restrictions, use and ownership-change conditions | Legal/property/authority reviewers |
| Environmental and utilities | Site history, professional reports, discharge records, meters and bills | Reliance, scope, actual destination and charge/use exceptions | Environmental/utility specialists |
| Closing and continuity | Funding, balances, coverage, approvals and handoff instructions | Open conditions, effective times and acceptance evidence | Named closing and operating owners |
For each row, add the evidence reference, reviewer, date, unresolved issue, next action and decision authority. A checklist can help organize work, but the reviewer must decide whether the material is sufficient for its intended purpose. “Not applicable” needs a reason; “unknown” must not become an automatic pass.
Follow the money without counting it twice
Use the worked revenue case to compare populations and timing. Use the merchant statement review to distinguish fee cost from reserves and principal movements. Examine monthly results and supported adjustments before selecting annual earnings. Membership visits are not retail sales in addition to earned membership revenue.
Inspect owner replacement work, recurring maintenance, inventory consumption and capital needs separately. A repair, capital project, held reserve and debt principal payment can affect different analyses. The chemical inventory bridge and cash runway make those distinctions visible without replacing accounting judgment.
Review site and operating evidence at the right level
Confirm professional report scope, date, reliance and unresolved recommendations. Do not assume a lender’s requirement or a previous inspection fully answers the buyer’s question. Equipment inspection does not by itself establish environmental condition; a parcel screen does not issue a permit. A certificate of insurance does not substitute for review of actual policy terms, endorsements and coverage acceptance.
Connect the equipment register, environmental guide, parcel screening and insurance evidence review. Each has its own boundary. Do not turn the number of completed rows into a deal-quality score.
Make timing and decision rights explicit
Use the dependency planner to connect outstanding tasks, owners and remaining calendar-day assumptions. Separately record adviser-confirmed notice and decision dates from the actual documents. There is no default 30- or 45-day diligence period in this checklist, and no automatic right to withdraw or recover a deposit because a review identifies a problem.
New York’s bulk-sales guidance is one example of a transaction-specific tax process that must be coordinated with payment and possession events. Ask the adviser to determine applicability, required notice/receipt timing, withholding and responses. Keep those questions visible rather than assuming that the planned closing date is the only relevant milestone.
Carry the accepted conditions into handoff
Before the decision to close, reconcile the open exception list with the actual closing conditions and instructions. Assign provider transitions, site access, payroll, insurance, utilities, customer obligations and post-close acceptance to named owners. The operating handoff register records effective times and fallback responsibilities. Preserve the final reviewed versions and authority evidence; a mathematically balanced worksheet does not authorize the transaction.
Sources and scope
Official and original sources checked October 17, 2026. These sources support the identified rules and methods; they do not verify a particular business or property.
- NY Tax Department — NY Tax Department · Bulk salesQualifying purchases have separate notification/withholding considerations; payment or possession can trigger timing before a planned closing. Application and receipt timing belong with the adviser. Do not turn the tool into an automatic statutory deadline calculator or a claim that all asset-sale liabilities disappear.
- SBA — SBA · Plan your businessFixed and variable cost definitions; contribution and break-even principles; adviser review of acquisition documents. General small-business guidance, not a car-wash benchmark or legal opinion. Its quarterly-cost example contains an apparent arithmetic error: use quarterly cost / 3 for a monthly amount, not / 4. Do not import its suggested contingency percentage.
Continue your review
Verify the revenue · Normalize earnings · Model the cash flow