Due Diligence from the Seller’s Side: Preparing the Data Room

The data-room index

Corporate: deeds, registers, resolutions, filings — the housekeeping output. Financial: three years of accounts, the normalisation bridge, aged debtors, tax positions and filings. Commercial: customer and supplier contracts with change-of-control clauses flagged. People: contracts, pension arrangements. Assets and IP: ownership in the company’s name, licences current.

The classic findings

Change-of-control clauses discovered late, IP registered privately, the shareholder register lagging the deeds, VAT and payroll positions with open ends, verbal agreements that matter. Each is cheap to fix in month minus-six and expensive in week three of diligence.

Vendor due diligence

Larger sales commission their own diligence report and hand it to bidders: findings surface on the seller’s terms, process speeds up, and competing buyers underwrite from the same book. For mid-size deals, a light legal-financial pre-scan captures most of the value.

Running the room

One owner, controlled access, questions logged and answered in writing — the Q&A trail becomes part of the deal’s truth. The route it serves: selling your Dutch business.