← Exit glossary

Due diligence

Also known as DD, Buyer due diligence, Confirmatory due diligence

Due diligence is the detailed investigation a buyer carries out before completing a purchase, examining a business's financial records, legal position, tax affairs, contracts, operations and people to confirm that what the seller has presented is accurate and to surface any hidden risks. It normally takes place after a price and outline terms have been agreed in principle, and its findings can change the price, adjust the terms or, in some cases, stop the deal altogether.

Why it matters at exit

Due diligence is the stage where a buyer tests every claim you have made about the business, so any gap or surprise found here tends to translate directly into a lower price or extra conditions attached to the sale. Common problems include profits that cannot be reconciled to the bank statements, customer relationships that turn out to be verbal or on expired contracts, key staff with no written terms, and tax or legal liabilities that were never recorded. If the process drags on because records are disorganised, buyers lose confidence and may reopen the price or walk away. Preparing your financials, contracts and records well before you go to market, sometimes through your own vendor due diligence, shortens the process and protects the value you have built.

Relates to the Mill Financial Clarity →

Frequently asked questions

How long does due diligence usually take?
For an owner-managed business of this size it typically runs from about four to twelve weeks, though it can take longer when records are incomplete or when early questions keep uncovering new issues. How well prepared your financials and contracts are is the main factor within your control that keeps it shorter.
What is the difference between buyer due diligence and vendor due diligence?
Buyer due diligence is the investigation the purchaser runs on your business before completing the deal. Vendor due diligence is when you, as the seller, commission a similar review of your own business before going to market, so you can fix problems early and hand buyers a credible, independent report rather than waiting for them to find the issues themselves.

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