Lesson 1Commercial and administrative compliance: licences, food hygiene, health and safety, regulated authorisationsLearn how to check that the target business follows commercial, administrative, and sector rules, including licences, hygiene, health and safety, and other required authorisations to operate legally.
Mapping required licenses and permitsReviewing food hygiene and safety recordsHealth and safety risk assessmentsSector‑specific regulated authorizationsConsequences of missing authorizationsLesson 2Documents to request from seller and buyer: checklist with required company, financial, lease, employment, IP and tax documentsThis section gives a practical checklist of documents to request from seller and buyer, covering company, financial, tax, lease, employment, IP, and regulatory records for a solid 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 3Employment due diligence: employee list, contracts, collective agreements, transfer obligations and information dutiesUnderstand how to review the workforce, including employee lists, contracts, collective agreements, automatic transfer rules, and managing information and consultation duties for staff representatives.
Obtaining and analyzing employee listsReviewing employment contracts and clausesCollective bargaining and workplace agreementsAutomatic transfer of employees on saleInformation and consultation obligationsLesson 4Tax and social-security checks: VAT, local business tax (CFE), outstanding liabilities, recent tax auditsExplore how to check VAT, local business taxes, payroll, and social security contributions, spot unpaid debts, and analyse recent tax and social security audits for hidden 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 5Accounting and financial checks: valuation of goodwill, stock accounting methods, recent P&L and balance sheet reviewLearn to analyse financial statements, valuation assumptions, and accounting for goodwill, stock, and provisions, using recent profit and loss and balance sheets to spot trends and issues.
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 6Environmental, real-estate and planning checks regarding the premises and permitted useLearn to assess environmental, zoning, and planning issues for the premises, verify allowed uses, and identify contamination or non-compliance risks that could affect operations.
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, confirming ownership 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 existence, condition, and ownership of fixtures, equipment, and inventory, review maintenance records, and assess warranties, leases, and financing affecting the assets.
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 term, analyse assignment clauses, and identify landlord consent needs for a valid transfer.
Confirming lease existence and key termsRent, charges, and indexation mechanismsAssignment and subletting restrictionsLandlord consent and waiver proceduresLease renewal, termination, and optionsLesson 10Company and identity checks on the seller and on encumbrances affecting the assetsLearn to confirm seller’s identity, capacity to sell, and check for pledges, liens, or seizures on assets, ensuring clear title and enforceable transfer.
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
