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Free playbook · for $20M–$100M ecommerce founders

The Due Diligence
Question Bank

The 190+ questions a buyer's accountants and lawyers will ask before they buy your brand — across 34 financial and legal categories, including the 29 "gotchas" that quietly chip your valuation. Answer them before they're asked.

Read all 190 below

Built from real BDO- and KPMG-style diligence on ecommerce & CPG deals. No signup to read — email only if you want the PDF.

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Eightx · Fractional CFOs
The Due Diligence
Question Bank

190+ questions a buyer will ask before they buy your brand — financial & legal.

34 categoriesFinancial + Legal

A buyer will never tell you why they're discounting your brand. They'll just do it — in the second week of diligence.

Valuation chipped

A margin you can't explain or an add-back you can't trace becomes a multiple-point haircut — quietly baked into the revised offer.

Deals delayed or lost

Every reconciliation you scramble to build mid-process adds weeks — and momentum is the one thing a deal can't get back.

Terms renegotiated

Surprises erode trust. Once a buyer thinks the numbers are soft, the earn-out grows and the cash at close shrinks.

The sellers who hold their price are the ones who already had the answers ready. This is the actual question set — so you can be one of them.

What's inside

Everything a buyer's QoE team and M&A counsel will dig into.

19

categories · Financial DD

The Quality-of-Earnings dig: monthly P&L and trial balances, revenue and COGS by SKU, EBITDA normalizations, working capital (AR, inventory, AP & prepaids), debt, cash, tax, and related parties.

15

categories · Legal DD

The corporate counsel sweep: cap table and corporate records, customer and supplier contracts, IP, employees and directors, data protection, compliance, insurance, property, and litigation.

29

"gotcha" follow-ups flagged

The second-wave questions buyers ask once they start reconciling — the ones that chip valuations. Every one is marked 🔎 Gotcha so you can prep the hard answers first.

190+

questions, plus how to use them

Read every question on this page, or take the whole bank as a clean, printable PDF to work through with your team and your accountant before you go to market.

How to use it

Get ready in three moves.

1

Get the question bank

Read all 190 questions below, or grab the PDF. Treat each one as something you must be able to answer with a document.

2

Find your gaps

Wherever you can't produce the file or the explanation — especially a 🔎 gotcha — that's a gap a buyer will find first.

3

Close them before you go to market

Build the reconciliations and the narrative now — calmly, on your timeline — instead of scrambling under a buyer's deadline.

Matt Putra, founder of Eightx
Matt Putra· Founder, Eightx

We're fractional CFOs to 60+ DTC and CPG brands and have managed $650M+ in ecommerce revenue — and we've sat on the seller's side of these exact data rooms. This bank is the real question set buyers run, compiled so you can answer it before they ask.

Take it with you

Want the printable version?

Get all 190 questions as a clean, branded PDF — yours to work through with your team.

The full bank · 34 categories

Every question, in order.

Jump to Financial DD Legal DD
The next move

You've seen what a buyer will ask.
We help you have the answers ready.

The list shows you the gaps. Closing them — clean reconciliations, a defensible EBITDA bridge, a story that holds under scrutiny — is the work we do every day on the seller's side of the table. Bring us in before a buyer does the finding.

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Due diligence questions, answered

What is a due diligence checklist when selling an ecommerce business?

It's the full set of documents and questions a buyer — and their quality-of-earnings accountants and M&A lawyers — will request when they evaluate your business. It spans financial due diligence (P&L, working capital, EBITDA normalizations) and legal due diligence (corporate structure, contracts, IP, employment). Sellers who prepare these in advance close faster and defend their price better.

What's the difference between financial and legal due diligence?

Financial due diligence (often a Quality of Earnings, or QoE) proves your reported revenue, margins and EBITDA are real and sustainable, and reconciles them to the trial balance. Legal due diligence confirms the company is what it claims to be: cleanly owned, properly contracted, compliant, insured, and free of hidden liabilities.

What are the "gotcha" questions?

They're the second-wave follow-ups buyers ask once they start reconciling your numbers — why inventory doesn't tie to the trial balance, what a recurring reclassification entry relates to, why AP spiked one month. They're where deals slow down, prices get chipped, and trust is won or lost. This bank flags all 29 so you can answer in advance.

How long does due diligence take?

Typically 4 to 12 weeks, depending on how clean and complete the data room is. The single biggest accelerator is having documents and reconciliations ready before the buyer asks.

Compiled from real financial and legal due diligence on ecommerce / CPG businesses: BDO-style financial DD request lists, KPMG/QoE normalization follow-ups, a buyer's operational diligence tracker, and a full legal DD questionnaire. Specific client figures have been generalized into the type of question asked. A preparation aid, not legal, tax, or accounting advice.