Due Diligence & Purchase
1 action
- 1. Purchase the business and verify the financial performance, trading history, assets, stock, liabilities and representations made by the Seller. A full due diligence should be performed before final commitment.
A practical implementation guide for purchasers who have acquired, or are in the process of acquiring, an operating business. The purpose is to ensure that the buyer deals with finance, due diligence, lease arrangements, legal entity setup, VAT, utilities, employees, insurance, bank accounts and licences in a structured and disciplined manner.
A business purchase does not end with signature of the agreement. The real work starts between acceptance, due diligence, fulfilment of suspensive conditions and the effective date.
A buyer must avoid arriving on takeover date without the necessary finance, working capital, legal entity, VAT registration, lease approval, utilities, employee arrangements, insurance, card facilities and trading licences in place. This checklist is designed to reduce that risk.
Financials, assets, stock, liabilities, staff, leases and trading performance must be checked before final commitment.
The purchase price is only one part of the outlay. Deposits, stock, salaries and working capital must also be funded.
The buyer must decide whether to trade through a company, close corporation, trust, partnership or sole proprietor structure.
Insurance, licences, bank accounts, VAT, utilities and supplier accounts must be aligned before trading under new ownership.
The 20 actions fall naturally into practical buyer work streams.
Not every business acquisition is identical, but most transactions follow the same broad sequence.
Start due diligence, finance preparation, working capital assessment and lease engagement.
Secure finance, validate performance, confirm landlord position and finalise the acquisition structure.
Set up VAT, banking, insurance, utility accounts, employee arrangements, supplier accounts and card facilities.
Stabilise operations, manage staff and suppliers, monitor cash flow and ensure licences and registrations are fully in place.
Grouped into manageable areas of responsibility for the buyer, Consultant, accountant, attorney, landlord and finance provider.
1 action
2 actions
1 action
3 actions
2 actions
3 actions
2 actions
2 actions
3 actions
1 action
Use the filters to focus on specific work streams. Tick items off as they are completed. Progress is saved in your browser.
| No. | What to do | Where / Institution | Contact Person / Responsible Party | Suggested Timing | Priority | |
|---|---|---|---|---|---|---|
| 1 |
Purchase the business and verify the financial performance, trading history, assets, stock, liabilities and representations made by the Seller. A full due diligence should be performed before final commitment.
|
Buyer / Accountant | Consultant / Buyer / Accountant | Before final commitment | Critical | |
| 2 |
Apply for finance if required. Most finance providers will require collateral, supporting financial statements, cash flow forecasts, a business plan and a formal application.
|
Bank / Business Partners / IDC | Buyer, accountant, bank relationship manager or finance consultant | Before suspensive conditions expire | Critical | |
| 3 |
Make adequate provision for working capital, including rental deposit, electricity and water deposits, stock, salaries and wages, creditor settlements, debtor timing and opening cash requirements.
|
Purchaser / Accountant | Buyer / Accountant | Before effective date | Critical | |
| 4 |
Meet with the landlord, preferably with the Seller and Consultant present, once suspensive conditions have been fulfilled. Negotiate and conclude a lease agreement acceptable to the Buyer.
|
Seller / Consultant introduction to Landlord | Seller / Landlord / Consultant | Before takeover | Critical | |
| 5 |
Decide which legal entity will own and operate the business: company, close corporation, trust, partnership, or sole proprietor structure. Register or acquire the entity before the effective date.
|
CIPC / Company registration service provider | Accountant / Attorney / Company registration agent | Early in the process | High | |
| 6 |
Where a close corporation is acquired together with the running concern, arrange for the transfer of members’ interest and submit the required documents to the relevant authority.
|
CIPC / Professional advisor | Accountant / Attorney / Company secretarial practitioner | Before or at effective date | High | |
| 7 |
Where a company is acquired together with the running concern, arrange the transfer of shares, directors, registered office details, statutory records and related company documentation.
|
CIPC / Professional advisor | Attorney / Accountant / Company secretarial practitioner | Before or at effective date | High | |
| 8 |
If the business is VAT registered, ensure that the acquiring legal entity is correctly registered for VAT before the effective date. This is important where the transaction is intended to be treated as a going concern.
|
SARS / VAT registration process | Accountant / Tax practitioner / SARS | Before effective date | Critical | |
| 9 |
If the business is not currently VAT registered but turnover exceeds the applicable compulsory VAT registration threshold, the new legal entity must be registered for VAT.
|
SARS / VAT registration process | Accountant / Tax practitioner / SARS | Before or immediately after takeover | Critical | |
| 10 |
Renew, transfer or establish the telephone and communications accounts in the name of the Buyer’s legal entity, unless the existing legal entity is being acquired.
|
Telecommunications service provider | Local service provider / Buyer | Before takeover | Medium | |
| 11 |
Transfer the electricity account into the business or Buyer’s legal entity, unless the existing legal entity is being acquired together with the business.
|
Local municipality / electricity provider | Municipality / Landlord / Buyer | Before takeover | High | |
| 12 |
Establish or transfer the business postal box or mailing address into the correct business name.
|
Postal service provider / landlord / business premises | Buyer / Service provider | Before or after takeover | Medium | |
| 13 |
Register employees for UIF, SDL and Workmen’s Compensation where applicable, unless the existing legal entity and registrations are being taken over.
|
Department of Labour / relevant statutory bodies | Accountant / Payroll practitioner / Labour consultant | Before first payroll cycle | High | |
| 14 |
Renew or issue employment contracts and ensure that employee files, leave records, disciplinary records and statutory obligations are properly transferred or re-established.
|
Business premises / HR practitioner | Buyer / Employees / Legal advisor / HR practitioner | At takeover | High | |
| 15 |
Transfer leased equipment, finance agreements and vehicles into the Buyer’s legal entity or personal name where applicable. Vehicles may require roadworthy tests and licensing steps.
|
Lease holder / bank / local authority | Bank / Leasing company / Licensing authority | At or before takeover | High | |
| 16 |
Take out appropriate insurance cover, including vehicles, public liability, contents, theft, loss of profit, fire and other business-specific risks.
|
Insurance company / broker | Insurance broker / Buyer | Before trading under new ownership | Critical | |
| 17 |
Open the business bank account and arrange cheque, card, overdraft or other banking facilities where required.
|
Bank | Bank relationship manager / Buyer | Before effective date | Critical | |
| 18 |
Establish new accounts or transfer existing accounts with creditors and debtors. Negotiate payment terms and credit limits where required.
|
Creditors / suppliers / customers | Buyer / Accountant / Suppliers | Before and during first month | High | |
| 19 |
Transfer or renew bank card, merchant card and payment processing facilities, unless the existing legal entity is being taken over with the business.
|
Bank / merchant services provider | Bank / card acquiring provider / Buyer | Before first trading day | High | |
| 20 |
Obtain or transfer trading licences, liquor licences, food-related permits or other industry-specific licences into the new legal entity where applicable.
|
Local authority / relevant licensing body | Local authority / Attorney / Licensing consultant | Before trading where licence is required | Critical |
These notes are particularly important for smaller privately owned businesses where administration is often informal.
Must drive finance, legal structure, working capital, banking, insurance and operational readiness.
Must disclose information, introduce key parties, assist with landlord and supplier handover, and cooperate through due diligence.
Accountants, attorneys, tax practitioners and insurance brokers should be involved early, not after the effective date.