Buying a business can be one of the biggest financial decisions you make.

On the surface, a business may appear profitable, established and ready to operate from day one.

Sales figures may look strong.

The owner may speak confidently.

The asking price may seem reasonable.

But before you commit, it is important to understand what you are actually buying.

That is where due diligence becomes essential.

Business purchase due diligence is the process of reviewing and testing information provided by the seller so you can make an informed decision before signing contracts, completing settlement or committing significant capital.

Done properly, it helps you understand:

✔ Financial performance
✔ Cash flow strength
✔ Risk exposure
✔ Existing obligations
✔ Maintainable profit
✔ Commercial value

At Elev8 Business Advisory & Tax, we assist buyers with financial due diligence to help review the numbers, identify risks and understand whether the proposed purchase price makes commercial sense.


 

Why Due Diligence Matters

When buying a business, you are not simply buying historical sales.

You are buying future earning capacity.

That includes:

  • Systems
  • Staff capability
  • Customer relationships
  • Inventory
  • Equipment
  • Goodwill
  • Business processes
  • Future risk

Good due diligence helps answer questions such as:

  • Are reported sales sustainable?
  • Are expenses complete?
  • Are liabilities hidden?
  • Is the asking price justified?
  • Will cash flow remain strong after settlement?
  • How dependent is the business on the current owner?



THE KEY POINT

Without proper due diligence, buyers can overpay or purchase a business that appears profitable on paper but struggles in reality.

A healthy accounting profit does not always translate into healthy cash flow once you allow for:

  • Wages
  • Tax
  • Finance repayments
  • Rent
  • Equipment replacement
  • Your required income
 

It Is Not Just About Profit

Many buyers focus only on the Profit & Loss statement.

It matters. But it is only one piece of the picture.

What Buyers Often Review

✔ Profit & Loss
✔ Reported Profit
✔ Seller Revenue Figures

What Proper Due Diligence Adds

✔ Balance Sheet
✔ Bank Statements
✔ BAS & Tax Lodgements
✔ Payroll & Super History
✔ Debtors & Creditors
✔ Gross Margins
✔ Working Capital Requirements

The objective is not simply proving the business made money before.

The real question is:

Can it continue producing reliable profit under new ownership?


Business Sale vs Share Sale

Before reviewing numbers, understand the transaction structure.

It changes your level of risk.

BUSINESS / ASSET SALE

You Buy Selected Assets

Examples may include:

  • Goodwill
  • Stock
  • Equipment
  • Business name
  • Customer database
  • Trading operations

Typically, the seller retains their existing entity.

This may create a cleaner starting point — although employees, leases, GST and stock still require review.

Due Diligence Depth

Moderate → High


SHARE SALE

You Buy the Company Itself

Assets stay.

Contracts stay.

History stays.

Liabilities may stay.

Only ownership changes.

This generally requires deeper due diligence because historical obligations may transfer.

Examples include:

  • Tax exposure
  • Employee obligations
  • Supplier disputes
  • Unpaid liabilities
Due Diligence Depth

High


What We Review During Financial Due Diligence

The review scope depends on size, complexity and risk.

Typical focus areas include:


Sales & Revenue Verification

We test whether revenue is supported by:

  • Invoices
  • POS reports
  • Bank deposits
  • Merchant statements
  • BAS reporting

We also assess:

  • Trends
  • Seasonality
  • Customer concentration

Strong revenue can still create risk.


Expenses & Profit Normalisation

Reported profit often needs adjustment.

Examples include:

  • Owner wages
  • Personal expenses
  • One-off costs

The objective is determining maintainable earnings.


Bank, Cash Flow & Working Capital

Profit does not always equal cash.

We assess:

  • Bank movement
  • Repayment commitments
  • Working capital requirements
  • Funding pressure after settlement.

Debtors, Creditors & Hidden Liabilities

We review:

  • Collectability of receivables
  • Supplier balances
  • Tax obligations
  • Super payable
  • PAYG exposure

These items can directly affect valuation.

Payroll, Super & Employee Costs

Areas reviewed include:

  • Pay rates
  • Leave balances
  • Super payment history

Unpaid super can become an expensive issue post-settlement.

Stock, Equipment & Assets

Where assets form part of the transaction:

  • Stock ageing
  • Obsolescence
  • Valuation method
  • Equipment market value
  • Existing finance arrangements

Avoid paying full value for assets that cannot produce value.

Purchase Price Sense Check

Due diligence is not always a formal valuation.

But it should help answer:

Does the asking price make commercial sense?

We often test:

  • Maintainable earnings
  • Asset backing
  • Owner reliance
  • Expected return

Scenario testing can also model:

Revenue ↓ 10%
Revenue ↓ 20%
Revenue ↓ 30%

Before decisions are locked in.


 

Common Red Flags When Buying a Business

Watch for:

  • Declining sales
  • Unexplained cash transactions
  • Poor bookkeeping
  • Late BAS or tax lodgements
  • ATO debt
  • Unpaid super
  • Old debtor balances
  • Inflated add-backs
  • Overvalued stock
  • Heavy owner dependency
  • Customer concentration
  • Falling gross margins


One issue alone does not necessarily stop a deal.But it may affect:

  • Price
  • Settlement adjustments
  • Contract terms

What Due Diligence Is — And Is Not

It Is

✔ Financial review
✔ Risk identification
✔ Commercial analysis
✔ Negotiation support

It Is Not

✕ Statutory audit
✕ Guarantee of future performance
✕ Legal advice
✕ Formal valuation (unless agreed)

A complete acquisition should involve the right professional team.



Support Beyond Settlement

A successful acquisition should work both:

At Settlement and After Settlement

Support may include:

  • Ownership structure
  • Tax planning
  • GST treatment
  • Finance affordability
  • Forecasting
  • Reporting setup
  • Ongoing advisory