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Due diligence readiness for founders

Run this before a process starts, not during one.

Diligence readiness comes down to four things: your numbers reconcile to a source, you own what you say you own, your contracts survive a change of control, and your records can be produced without a scramble. Work through each section and mark every item ready, gap or unknown. The unknowns are what cost you time later.

30 items, 6 sectionsUpdated September 2026

Numbers reconcile

  • Management accounts reconcile to the bank and to the accounting system, monthly, for 24 months
  • Revenue recognition policy is written down and applied consistently
  • Any adjustments or normalisations are documented with a reason, not just a number
  • The forecast connects to the history, using the same account structure
  • Working capital is measurable at any month end without rebuilding it

You own what you claim

  • Every founder has a signed IP assignment
  • Every contractor who wrote code or created designs has assigned that work
  • Trade marks are registered in the classes that matter, and renewals are current
  • Domains are held in the company name, not a personal account
  • Open source licences in use are compatible with how you sell

Contracts survive the deal

  • Every material contract has been read for change of control language, and the list is written down
  • Contracts are signed by both parties, and the executed copies are findable
  • Customer contracts match the pricing shown in your reporting
  • Supplier terms do not contain exclusivity or assignment restrictions you have forgotten
  • Any consent required for a transaction is identified with a named counterparty contact

People and compliance

  • Employment contracts exist for every employee, matching current role and pay
  • Contractor arrangements are genuinely contractor arrangements, tested against current rules
  • Superannuation has been paid on time, and any shortfall is quantified
  • Award coverage and classification has been checked, not assumed
  • The ESOP paperwork matches what people believe they hold

Records can be produced

  • One system of record per category, not four folders across three drives
  • Documents are named so a stranger can identify them without opening them
  • Superseded versions are archived, not left beside the current one
  • Personal information is identified so it can be redacted or excluded quickly
  • Someone is nominated to own the data room and answer questions within one business day

Common findings that cause delay

  • Missing IP assignment from an early contractor, discovered in week three
  • A key customer contract that was never signed
  • Superannuation underpayment across several quarters
  • Revenue in the deck that cannot be traced to the ledger
  • A cap table in a spreadsheet that does not match the share register

Frequently asked

When should a founder start getting diligence ready?
Six to twelve months before a process. The items that take longest, such as IP assignments, unsigned contracts and superannuation shortfalls, cannot be fixed in the middle of diligence without disclosing them.
What is the single most common readiness gap?
Numbers that do not reconcile to a source. Everything else can be explained; a revenue figure that cannot be traced to the ledger makes a buyer question every other figure you have given them.
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