Part of Virtual CFO

Due diligence for buying a business

Before you buy a business, we check the financials, the tax history and the risks the seller did not mention, then help you and your lawyer set the price. Quoted before we start.

Book a free call Quoted as a project; most reviews complete within four weeks once documents arrive

Before you buy a business, find out what you are actually buying

A seller’s information memorandum shows the business at its best. Due diligence is the work of checking it: whether the profit is real and repeatable, whether the assets listed are the ones you need to keep trading, what liabilities and commitments come with it, and whether the asking price has anything to do with what the business earns. Done properly it either confirms the deal, changes the price, or stops you walking into something you cannot see from the outside.

New Wave runs financial due diligence for buyers of businesses from a single cafe to multi-site groups and practices. You do not need to be an existing client, the review is quoted up front as a project, and we work alongside your lawyer, who covers the contract, title and legal risk while we cover the numbers.

Who does what

Your accountant (New Wave) Your lawyer
Verify the financials, tax history and BAS against bank data Review the sale contract and warranties
Normalise earnings and test the maintainable profit Confirm asset ownership, leases and liabilities transfer correctly
Identify risks and red flags in the numbers Check licences, employment and regulatory compliance
Form a view on value and the right purchase structure Protect your position in negotiation and settlement

If you do not have a commercial lawyer, New Wave Law is in the same building and the two reviews run off one file.

What we look at

Is the profit real

Three years of financials and tax returns reconciled to BAS and bank statements. Owner salaries normalised to market, related-party rent and one-off items removed, and the trend checked: a business that made its best year the year before sale is a question, not a coincidence.

What comes with it

Which assets are in the price, which are leased or owned by a related entity, what condition they are in and what needs replacing. Employee entitlements, supplier contracts, leases and franchisor obligations that transfer to you.

What it depends on

Customer concentration, key staff, the owner’s personal relationships, the lease term and the landlord. These decide whether the earnings survive the change of owner.

What you will need on top

Working capital for the first months, the costs of the handover, and the right purchasing entity for tax and asset protection. Buyers often focus on the price and under-budget everything after it.

The process

  1. A free 30-minute discovery call with a New Wave team member about the business and your goals.
  2. A quote agreed up front and a document request list for the seller.
  3. The financial review, usually complete within four weeks once the documents arrive.
  4. A written red-flag report: what we found, what it means for price and risk, and what to ask for.
  5. Support to you and your lawyer through negotiation, and structuring of the purchase if you proceed.

Before you start

Our due diligence checklist sets out what to ask the seller for on day one. If you are the seller rather than the buyer, the business valuations page is the place to start.

Before you ask

Due diligence for buying a business: the questions we get.

What should I ask the seller for before buying a business?

Three years of financial statements and tax returns, four quarters of BAS, bank statements for the same period, the current year to date, the lease, employee details and entitlements, supplier and customer contracts, details of any related-party arrangements, and a list of assets included in the price. Our due diligence checklist article sets out the full list. A seller who will not provide these is telling you something.

What are the red flags in a business purchase?

Earnings that peaked in the year before sale, owner salaries missing from the costs, rent paid to a related entity at below market, revenue concentrated in one or two customers, a lease with less than three years to run, staff entitlements not provided for, and BAS that does not reconcile to the financials. None of these necessarily kills a deal, but each changes the price or the terms, and all are easier to find before settlement than after.

Do I need an accountant and a lawyer for due diligence?

Yes, doing different jobs. The accountant verifies the numbers, normalises the earnings, forms a view on value and advises on which entity should buy and what that means for tax. The lawyer reviews the sale contract, warranties, title to assets, leases, licences and employment matters. Each relies on the other’s findings. If you do not have a commercial lawyer, New Wave Law is in the same building and the two reviews run off one file.

How long does financial due diligence take?

Up to four weeks once the seller’s documents arrive, for most small and medium businesses. Larger acquisitions with several entities, sites or an operational review take longer and are scoped accordingly. The quote is agreed up front, you do not need to be an existing client, and we support you and your lawyer through negotiation after the report rather than handing over a document and leaving.

Ready when you are

Stop paying for the dinosaur.

Book a free discovery call. Thirty minutes with a New Wave team member on where the business is and where you want it. If we are not the right firm for you, we will tell you who is.

Book a free call

Tell us about the business. We will tell you if we are the right fit.

What do you need help with? Pick as many as apply

A New Wave team member reads every enquiry and replies within one business day. The first 30-minute call is free.