Mergers and Acquisitions

Preparing to Sell: A Legal Diligence Checklist

If you are preparing to sell a business, start by organizing the records that explain what the buyer would acquire, who owns it, and which obligations come with it. This checklist helps identify documents and open questions before a buyer’s requests arrive.

Use it with your legal, finance, and tax advisors. The scope will depend on the business, the proposed deal structure, and the buyer’s diligence request.

Ownership and company records

Commercial agreements

People and intellectual property

Data, compliance, and disputes

Financial and tax coordination

Manage the request process

Preparation can expose issues that need time to resolve. A list of missing records is useful; it does not mean those issues have been cured or that the transaction is ready to close.

Tax reporting depends on the transaction. For example, the IRS describes Form 8594 reporting for certain transfers of business assets; it is not a filing requirement for every business sale. IRS Instructions for Form 8594.

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