Deal Documents

Owner Checklist: Documents Buyers Ask For First

When a serious buyer starts looking at your business, they don’t begin with emotions or long meetings. They begin with documents. The first 5–10 days of any real process are mostly about one thing: can we get a clear, consistent picture of this company from the paperwork?

I focus on buying one understandable SME at a time in Poland and nearby markets, committing my own financial resources alongside bank financing and then staying responsible for the company through a management team. That makes my time — and the bank’s — very limited. If we can’t get the basics on paper, it’s usually a signal to step back before anyone invests more energy.

This article is a practical owner’s checklist of what buyers ask for first — and why having it ready is the minimum condition to be taken seriously.

Why the first document request matters

From the owner’s side, the early document list can feel like bureaucracy. From a buyer’s side, it’s a quick way to answer three simple questions:

• Is this a real, living business with understandable numbers?

• Can we see how money actually moves through it?

• Is the legal and debt picture clean enough to keep going?

If the basic documents are missing, incomplete or contradict each other, three things happen very quickly:

• The buyer loses confidence and slows the process or quietly walks away.

• Any bank the buyer speaks to pushes the file to the bottom of the pile — or says no.

• Every later discussion (valuation, structure, timing) becomes defensive.

You don’t need a perfect data room from day one. But you do need a basic, coherent package that can be pulled together in 24–48 hours. That alone sends a very different signal: “we know our own business.”

The “first request” package at a glance

Every serious buyer has their own list, but the first wave of documents almost always covers the same four blocks:

1. Financial statements and tax documents

2. Debt and obligations

3. Commercial and operational information

4. Corporate and ownership papers

Think of this as your owner checklist. If you can’t assemble these blocks quickly, the message you send is: “we’re not sure ourselves what is where.”

1. Financial block: your business in numbers

This is where most buyers start. The goal is not only to see profit, but to understand how the business earns and uses cash over time.

Core financial statements

Be prepared to provide:

• Profit and Loss (P&L) for the last 3–5 years

• Balance sheets for the same period

• Cash flow statements, if they exist (or at least a clear view on cash movements)

Ideally these come straight from your accounting system or accountant, not from a one-off Excel file built “for the deal”. If the basics are not there, it’s hard to believe any forecast.

Tax and reconciliations

To check that the numbers are real, buyers will usually ask for:

• Corporate tax returns for the last 3–5 years

• VAT / sales tax filings (where relevant)

• Explanations of any major adjustments or one-off items in simple language

They will compare financial statements with tax filings and, if needed, with bank statements. Big gaps or “creative” accounting are very hard to defend later and make lending more difficult for any bank involved.

Revenue and cost breakdowns

To understand your business model, expect requests for:

• Revenue by product/service line and by customer segment

• A list of top customers with their share of total revenue

• Breakdown of main cost buckets (materials, payroll, logistics, etc.)

This is not about perfection. It’s about showing that you actually track where profit comes from and where it disappears.

2. Debt and obligations: who you owe and on what terms

The next block is all about what the business already owes and under which conditions. A buyer needs to know what they are stepping into and how it will sit next to any new acquisition financing.

Loans and credit lines

Be ready with:

• A list of all bank loans and credit lines, with current balances and maturities

• Repayment schedules (principal and interest)

• Key terms: fixed/floating rate, covenants, security

This allows a buyer to see how much debt the business is already carrying and whether it leaves room for additional leverage.

Collateral, guarantees and leases

You will likely be asked for:

• Details of collateral: which assets are pledged, to whom and for how much

• Any personal guarantees given by you or other shareholders

• Main lease and leasing contracts (offices, warehouses, vehicles, equipment) with terms and end dates

If this information is scattered across inboxes and drawers, it’s hard for anyone to judge risk. A simple table that shows “who we owe / what / until when / secured by what” is one of the most useful tools an owner can have.

3. Commercial and operational block: how the company really works

Numbers alone don’t run a company. Buyers also want a snapshot of your clients, suppliers, people and operations.

Key customers and suppliers

Typical requests include:

• A list of top customers with their share of total revenue and basic terms (payment conditions, contract type, length of relationship)

• A list of key suppliers with their share of purchases and any special dependency (single source, long lead times, etc.)

• Copies of major contracts with top customers and suppliers

The goal is to see concentration risk and understand how stable relationships are. A company with a few strong clients and clear contracts looks very different from a company where everything is based on unwritten promises to the owner.

People and management

Expect to provide:

• A basic staff list (role, department, seniority, employment type)

• A short description of your management team / second line: who they are, what they are responsible for

• Any key employment agreements or non-compete / non-solicit clauses for critical people

This helps a buyer judge whether there is a team that can run the business without you, or whether everything collapses if you step away.

Operations overview

You may also be asked for:

• A short description of production or service processes

• Main locations, capacities and critical assets

• Any important permits, licences or certifications

No one expects a glossy brochure. A clear two-page overview is often enough — as long as it is concrete and consistent with the numbers.

4. Corporate documents: who really owns what

Finally, buyers need to understand who exactly they are dealing with and what they are buying.

Typical corporate requests:

• Articles of association / incorporation documents

• Current shareholder structure (including any minority stakes or options)

• Minutes or resolutions for major decisions (share issues, big loans, asset sales)

• Any shareholders’ agreements or side agreements between owners

If ownership is unclear, or if there are hidden rights or disputes, it’s very hard to proceed. Cleaning this up early saves time, legal costs and frustration for everyone.

Two owners, two very different first weeks

Imagine two owners, both in their mid-60s, both running SMEs with similar revenue and EBITDA.

Owner A treats documents as a necessary evil. When a buyer asks for information, the team spends weeks digging through old folders, chasing accountants, rebuilding numbers in Excel and hunting for contracts. Every new question uncovers inconsistencies.

Owner B dislikes paperwork just as much, but three years ago decided to put basic order in place. Together with finance and a lawyer, they prepared:

• A clean three-year financial package with reconciled tax returns

• A simple table of loans, leases and guarantees

• Lists of top customers and suppliers with key contracts in one folder

• A current corporate file with ownership structure and major decisions

From my side as a buyer, both companies might look similar on EBITDA. But the readiness of Owner B sends a completely different message: this is a business where information can be trusted and where future reporting will also be on time and consistent. That alone can make the difference between “we pass” and “we proceed”.

Any bank I speak to will react the same way: a company with ordered basics is simply easier to support.

For Owners Preparing for a Future Sale

If you recognise your business in this checklist and are somewhere between “not yet” and “maybe in a few years”, you don’t have to decide anything today. You can start with the short confidential seller form on my site: outline your company in a few fields, and if there’s a potential fit, we’ll use it as a calm, non-binding first step to see how your numbers and documents look from a buyer’s side.

👉Seller Form Step-1 link here>>