What to verify before an offer.
Turn an attractive listing into a clear set of records, assumptions, and unresolved questions.
Buyer’s field guide · Reviewed October 14, 2026
A listing is a starting point. Your first job is to decide which statements need support and whether you can obtain that support. Keep a small table with three columns: the claim, the record that could support it, and the question left open. Save the listing’s date and version so later changes are visible.
The SBA’s guide to buying an existing business recommends examining the business’s finances and operating context, including contracts, leases, inventory, licenses, and permits. The worksheet below is our way of organizing that early review; it is not a complete due-diligence program.
Read the financial story in its original units.
Before comparing a number, write down its label and period exactly as supplied. Does “annual revenue” mean the last calendar year, the last twelve months, or a projection? Does “cash flow” have a defined calculation? If you cannot reproduce the number from the documents provided, record the gap rather than filling it with an assumption.
Ask for a bridge between reported profit and any adjusted earnings figure. For each adjustment, request the amount, the reason, and the source record. Then give your accountant a separate question: which of these expenses would continue under my ownership? An owner’s explanation and an accountant’s assessment belong in different columns.
A useful follow-up
“Please show the reporting period and calculation behind the earnings figure, plus the documents supporting each adjustment. Which operating costs do you expect a new owner to incur?”
Compare records for matching periods. Put forecasts in a separate section from recorded results. When the story changes between a listing, a call, and a document, ask for a written reconciliation.
Map the work that leaves with the owner.
Ask the seller to describe a normal working week, a busy week, and the tasks only they perform. Request examples: quoting a job, approving a refund, renewing a customer, managing a supplier, or handling an emergency.
Make a handover map with a task, its current owner, its proposed future owner, and any training needed. This is more useful than treating “absentee” or “part time” as a complete description. Record what remains uncertain about staff availability and customer relationships without assuming either will continue.
For the customer story, ask what evidence is available about the mix of customers and sales channels. An early anonymized summary may be sufficient to frame questions. Agree how sensitive details will be handled before requesting access.
Write down the boundaries of the deal.
Start two lists: what is included and what is excluded. Ask specifically about equipment, inventory, business names, websites, domains, software accounts, customer agreements, premises, and obligations. Have counsel clarify the proposed transaction structure and which consents or new agreements may be necessary.
The SBA’s sale guidance calls for a sales agreement that addresses the assets or shares being purchased and the transaction’s terms, with attorney review. A headline asking price cannot answer those questions by itself.
Keep acquisition spending separate from the operating money you expect to need after closing. In your own planning sheet, give each assumption an owner and a source: quoted, documented, or still an estimate. Ask the relevant issuing authorities about operating licenses and permits for your situation.
End with a request someone can answer.
Replace “send more information” with a short list. For each item, name the record, the period it should cover, and the question it would resolve. Avoid turning an initial conversation into an unstructured request for every file in the business.
- Record: the document or explanation you need.
- Purpose: the specific claim you are checking.
- Owner: who will supply or review it.
- Open question: what would remain uncertain even after receiving it.
A missing record is an unresolved question. A completed checklist is a record of work done. Neither is a valuation, financing approval, or instruction to make an offer.
Build and download your reviewSources and scope
This guide provides general educational preparation for reading a business listing. Transaction, tax, financing, and legal decisions require advice suited to the business and jurisdiction.
- U.S. Small Business Administration: buying an existing business or franchise — areas to investigate before buying.
- U.S. Small Business Administration: closing or selling a business — sale preparation and agreements.
Source pages checked October 14, 2026. Questions, examples, and workbook structure are our editorial synthesis.