Lesson 1Documents to request from seller and buyer: checklist with required corporate, financial, lease, employment, IP and tax documentsThis section provides a practical checklist of documents to request from both seller and buyer, covering corporate, financial, tax, lease, employment, IP, and regulatory records needed to complete a robust due diligence file.
Corporate and governance documentationFinancial statements and management reportsTax, social‑security, and audit recordsLeases, property, and environmental filesEmployment, IP, and key commercial contractsLesson 2Employment due diligence: employee list, contracts, collective agreements, transfer obligations and information dutiesUnderstand how to review the workforce situation, including employee lists, contracts, collective agreements, and automatic transfer rules, and how to manage information and consultation duties toward staff representatives.
Obtaining and analyzing employee listsReviewing employment contracts and clausesCollective bargaining and workplace agreementsAutomatic transfer of employees on saleInformation and consultation obligationsLesson 3Tax and social-security checks: VAT, local business tax (CFE), outstanding liabilities, recent tax auditsExplore how to review VAT, local business taxes, payroll charges, and social-security contributions, identify unpaid liabilities, and analyse recent tax and social-security audits that may reveal hidden exposures or contingent risks.
Reviewing VAT registration and filingsChecking local business tax and CFE statusSocial‑security and payroll contribution reviewAnalyzing recent tax and URSSAF auditsManaging discovered tax and social liabilitiesLesson 4Accounting and financial checks: valuation of goodwill, stock accounting methods, recent P&L and balance sheet reviewLearn to analyse financial statements, valuation assumptions, and accounting policies for goodwill, stock, and provisions, and to use recent P&L and balance sheets to detect trends, anomalies, and sustainability of earnings.
Understanding the structure of the P&LBalance sheet and working capital reviewGoodwill valuation methods and driversInventory and cost accounting policiesIdentifying red flags in financial trendsLesson 5Commercial and administrative compliance: licences, food hygiene, health and safety, regulated authorisationsLearn how to verify that the target business complies with commercial, administrative, and sector-specific rules, including licences, hygiene, health and safety, and other regulated authorisations required to lawfully operate.
Mapping required licenses and permitsReviewing food hygiene and safety recordsHealth and safety risk assessmentsSector‑specific regulated authorizationsConsequences of missing authorizationsLesson 6Environmental, real-estate and planning checks regarding the premises and permitted useLearn to assess environmental, zoning, and planning constraints affecting the premises, verify permitted uses, and identify contamination, nuisance, or non-compliance risks that could limit operations or trigger remediation duties.
Reviewing title, easements, and occupancyZoning, planning rules, and permitted useEnvironmental reports and contamination risksHealth, nuisance, and neighborhood issuesRemediation duties and allocation of costsLesson 7Intellectual property and digital assets: trade name, trademarks, domain name, phone number and website rightsUnderstand how to identify and secure intellectual property and digital assets, including trade names, trademarks, domains, phone numbers, software, and website content, and how to confirm ownership, registrations, and licences.
Identifying trade names and trademarksDomain names, websites, and hosting rightsPhone numbers, social media, and listingsIP ownership, licenses, and assignmentsInfringement risks and brand protectionLesson 8Material assets and inventory checks: fixtures, movable equipment, maintenance records, warrantiesLearn to verify the existence, condition, and ownership of fixtures, equipment, and inventory, review maintenance and service records, and assess warranties, leases, and financing that may affect the assets being acquired.
Listing fixtures and movable equipmentPhysical inspection and condition reportsMaintenance logs and service contractsOwnership, leases, and financed assetsInventory valuation and obsolescence risksLesson 9Lease due diligence: verifying existence, term, clauses on assignment, landlord consents and formalitiesUnderstand how to review the commercial lease, confirm its existence and term, analyse assignment and change-of-control clauses, and identify landlord consent requirements and formalities that condition a valid transfer.
Confirming lease existence and key termsRent, charges, and indexation mechanismsAssignment and subletting restrictionsLandlord consent and waiver proceduresLease renewal, termination, and optionsLesson 10Corporate and identity checks on the seller and on encumbrances affecting the fondsLearn to confirm the seller’s identity, capacity, and authority to sell, and to detect encumbrances such as pledges, liens, or seizures affecting the business assets, ensuring clean title and enforceable transfer of the fonds.
Verifying corporate existence and good standingChecking powers of representation and signingReviewing corporate decision‑making approvalsSearching for liens, pledges, and seizuresAssessing impact of encumbrances on the sale
