SMB Due Diligence Checklist

Table of Contents

For small business buyers, conducting thorough due diligence is crucial for making informed decisions. To assist our clients and community in evaluating potential small and medium-sized business (SMB) acquisitions, DueDilio is proud to offer a comprehensive SMB Due Diligence Checklist. This M&A due diligence checklist is designed to help you systematically evaluate all critical aspects of a target company.

The Role of Due Diligence in Business Acquisitions

Due diligence is the process of thoroughly investigating and evaluating a target company’s operations, financial health, legal standing, and potential risks before completing an acquisition. This process ensures that the buyer has a comprehensive understanding of the business they intend to acquire, allowing for informed decision-making and risk mitigation. Due diligence typically starts after the buyer and seller agree on the basic terms of the transaction, often documented in a Letter of Intent (LOI) or a preliminary term sheet.

Difference Between SMB and SME

Understanding the distinction between small and medium-sized businesses (SMBs) and small and medium-sized enterprises (SMEs) is crucial:

  • SMBs (Small and Medium-sized Businesses): Typically refer to businesses with a smaller scale of operations, fewer employees, and lower revenue thresholds.
  • SMEs (Small and Medium-sized Enterprises): Generally encompass a broader range of businesses, often including those with more employees, higher revenue, and more complex organizational structures. SMEs can have more significant operations and are usually more structured compared to SMBs.

Why Have Separate Due Diligence Checklists for SMBs and SMEs?

Having separate due diligence checklists for SMBs and SMEs ensures that the evaluation process is tailored to the specific needs and complexities of each business type:

SMB Due Diligence Checklist:

    • Focuses on simpler organizational structures and smaller scale operations.
    • Suitable for businesses with fewer employees, lower revenues, and less complex financial and operational frameworks.
    • Easier to use for evaluating smaller, less complex transactions.

SME Due Diligence Checklist:

    • Addresses the complexities of larger organizations with more employees, higher revenues, and intricate operational and financial systems.
    • Suitable for businesses that require a more detailed and comprehensive evaluation due to their size and complexity.
    • Provides a more thorough analysis for larger and more structured businesses.

What is an M&A Due Diligence Checklist?

An M&A Due Diligence Checklist is a comprehensive document that contains a series of questions and tasks aimed at evaluating the critical aspects of a target SMB during an acquisition. This checklist helps buyers gather essential information about the target company’s operations, financial health, legal matters, and potential risks.

Why an M&A Due Diligence Checklist is Essential

An M&A Due Diligence Checklist is crucial for several reasons:

  • Risk Mitigation: Identifies potential risks and liabilities associated with the target SMB.
  • Comprehensive Evaluation: Ensures that all critical aspects of the business are thoroughly assessed.
  • Informed Decision-Making: Provides a structured approach to gathering and analyzing information, aiding in making informed acquisition decisions.
  • Efficient Process: Streamlines the due diligence process by organizing tasks and responsibilities.

Key Components of Our M&A Due Diligence Checklist

Our checklist is designed to cover all critical aspects of SMB due diligence. Here’s what you’ll find inside:

Financial:

    • Annual and quarterly financials, including income statements, balance sheets, and cash flow statements.
    • Good revenue growth – not lumpy.
    • Recurring, predictable revenue.
    • Stable/growing margins.
    • Low seasonality.

Corporate Matters:

    • Organizational chart and management structure.
    • Company history and ownership details.
    • Board of directors and key management personnel.
    • Legal structure and corporate governance.

Operations:

    • Business model and operational processes.
    • Key suppliers and vendor relationships.
    • Production and inventory management.
    • Technology infrastructure and systems.

Legal and Compliance:

    • Intellectual property and patents.
    • Licenses and permits.
    • Pending litigation and legal disputes.
    • Compliance with industry regulations.

Human Resources:

    • Employee contracts and benefits.
    • Workforce composition and turnover rates.
    • Training and development programs.
    • Labor union relationships.

Market and Competition:

    • Market position and competitive landscape.
    • Customer base and key clients.
    • Marketing and sales strategies.
    • SWOT analysis (Strengths, Weaknesses, Opportunities, Threats).

How to Use the Checklist

Using our SMB Due Diligence Checklist is straightforward:

  1. Download the Checklist: Click the link below to download the checklist.
  2. Customize for Your Needs: Tailor the checklist to address specific areas of interest or concern in your evaluation.
  3. Conduct the Assessment: Use the checklist to guide your evaluation of the target SMB’s assets and capabilities.
  4. Analyze Findings: Review the results to identify strengths, weaknesses, opportunities, and risks.
  5. Consult with Experts: Consider engaging financial and legal experts to validate your findings and provide additional insights.

Conclusion

At DueDilio, we’re committed to providing the tools and resources you need for successful business transactions. Our SMB Due Diligence Checklist is designed to simplify the evaluation process and offer peace of mind. Download it today and take control of your due diligence with confidence.

Download SMB Due Diligence Checklist

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FAQ

Frequently Asked Questions

An SMB Due Diligence Checklist is a comprehensive document that contains a series of questions and tasks aimed at evaluating the critical aspects of a target SMB during an acquisition. It helps buyers gather essential information about the target company’s operations, financial health, legal matters, and potential risks.

An SMB Due Diligence Checklist is essential for risk mitigation, comprehensive evaluation, informed decision-making, and streamlining the due diligence process by organizing tasks and responsibilities.

Our checklist includes:

  • Financial
  • Corporate Matters
  • Operations
  • Legal and Compliance
  • Human Resources
  • Market and Competition

The SMB Due Diligence Checklist is designed for smaller businesses with simpler organizational structures and lower revenue thresholds. The SME Due Diligence Checklist, on the other hand, is tailored for larger, more complex businesses with higher revenues and more employees.

Use the SMB Due Diligence Checklist for evaluating smaller, less complex businesses. The SME Due Diligence Checklist is more appropriate for larger, more structured businesses that require a detailed and comprehensive assessment.

Due diligence is the process of thoroughly investigating and evaluating a target company’s operations, financial health, legal standing, and potential risks before completing an acquisition. It ensures that the buyer has a comprehensive understanding of the business they intend to acquire, allowing for informed decision-making and risk mitigation.

While the checklist provides a comprehensive framework, engaging financial and legal experts can help validate your findings and provide additional insights. Experts ensure a thorough and accurate assessment.

Review the results of your assessment to identify strengths, weaknesses, opportunities, and risks. This analysis helps you understand the target SMB’s capabilities and areas that may require attention or improvement.

Important Disclaimer:
The information provided in this document is for general informational purposes only and does not constitute legal or financial advice. DueDilio does not make any warranties or representations for the completeness, reliability and accuracy of the information provided herein and does not assume any responsibility for errors or omissions in the content thereof. For the avoidance of doubt, any person’s use of or reliance on the contents of this document is strictly at their own risk, and DueDilio shall in no event be liable in any way whatsoever for such use or reliance. Users of this document should contact their attorney to obtain relevant legal advice in this regard.

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Picture of Written by Roman Beylin

Written by Roman Beylin

Roman Beylin is the founder of DueDilio, a leading online marketplace to assemble an M&A deal team. Our large and growing network of highly vetted independent professionals and boutique firms specialize in M&A advisory, due diligence, and post-acquisition value creation.

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