Confirm what the business actually is
Reproduce the product, service, content, or customer journey yourself. Separate working capability from demonstrations, unfinished features, future plans, and seller descriptions that cannot yet be verified.
Buyer diligence guide
Small-business due diligence checklist for digital acquisitions.
Use this framework to investigate what works, what earns, what transfers, what the owner actually does, and what could fail after closing. It is designed for smaller digital businesses priced at $50,000 or less.
Eight checks
Verify the opportunity before you make an offer.
SBM qualification and seller-reported information are starting points, not a substitute for independent diligence. This guide is educational and does not provide legal, tax, accounting, valuation, investment, brokerage, security, or escrow advice.
Reconcile the financial picture
Compare revenue, refunds, chargebacks, recurring costs, contractors, software, advertising, and owner add-backs across one consistent period. Ask for dated source evidence and investigate unexplained gaps or changes.
Understand customers and demand
Review customer concentration, retention or repeat purchase behavior, pipeline quality, traffic sources, paid-spend dependence, seasonality, and recent channel changes. A stable total can still hide fragile demand.
Measure the real operating burden
List weekly and monthly tasks, support volume, sales effort, content cadence, technical maintenance, contractor oversight, and compliance work. Identify every responsibility that currently depends on the seller.
Inspect the product and technology
Review hosting, code access, domains, analytics, integrations, APIs, backups, security practices, known defects, technical debt, and vendor limits. For software, confirm that the core workflow functions in a realistic environment.
Verify ownership and transferability
Confirm who owns the brand, domain, code, content, data, customer relationships, contracts, and other assets. Check whether licenses, marketplace accounts, payment accounts, vendor terms, and intellectual property can transfer lawfully.
Identify obligations and downside
Ask about disputes, refunds, warranties, privacy duties, taxes, platform policy risks, regulated activity, contractual commitments, and customer promises. Use qualified legal, tax, accounting, security, or other professional support when the risk warrants it.
Define closing and the handoff
Document the assets, exclusions, conditions, payment method, transfer order, credential changes, data handling, training, seller support, and acceptance checks. Do not rely on an informal promise for a material part of the transaction.
Evidence request
Ask for evidence that matches the claim.
Financial
Processor or accounting exports, bank-supported summaries where appropriate, refund and chargeback history, recurring costs, contractor costs, and the exact reporting period.
Audience and customers
Dated analytics, channel mix, customer concentration, retention or repeat purchase information, email-list quality, pipeline evidence, and material churn or traffic changes.
Product and operations
A working demonstration, operating calendar, support history, process documentation, software and vendor list, technical architecture, known issues, and current-owner responsibilities.
Assets and transfer
A complete asset schedule, ownership evidence, repository and domain control, contract and license transfer terms, exclusions, dependency replacements, and a sequenced handoff plan.
How this guide was built
Grounded in the same risk areas SBM asks sellers to disclose.
The checklist maps to the marketplace's financial, customer, operating, technical, asset, dependency, evidence, and handoff fields. It is maintained by The Small Business Marketplace editorial team and was last materially reviewed on September 19, 2026.
Read the listing standardsCommon warning signs
Slow down when the evidence and the story diverge.
The evidence period keeps changing
Numbers that use different dates or definitions can create a favorable but misleading comparison.
Access must wait until after payment
Sensitive access may require controls, but a buyer should still receive appropriate evidence and a verifiable demonstration before closing.
Revenue depends on one relationship
A single customer, supplier, platform, account, or founder relationship can materially change the risk and value of the business.
The seller cannot explain the handoff
Unclear ownership, nontransferable accounts, missing documentation, and seller-only knowledge can turn a small acquisition into an unusable asset.
Use the checklist