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PINCOURT · E-2 FIELD GUIDE

Which documents should I demand before signing the purchase agreement?

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THE DIRECT ANSWER

Ask for tax filings, bank and merchant statements, payroll registers, the lease and assignment terms, supplier and customer contracts, licences, equipment lists, and any outstanding liabilities or claims. Request the same periods covered by the statements so the two can be reconciled line by line rather than accepted on trust.

Make disclosure a condition, not a favour

Put the document list into the letter of intent with a defined access window, so a refusal becomes information you can act on. Note which items the seller cannot produce and why; a small owner-operated business may genuinely lack formal reports, which is different from withholding them. Missing items can often be supplemented from third parties such as banks, landlords, or licensing bodies, so identify substitutes before assuming the deal cannot be documented.

Every number in the projection should point to a source: a quoted price, a supplier invoice, a payroll estimate, a signed lease rate. The bank trail, executed agreement, and cap table answer different questions and should not be substituted for one another. Read the option together with the purchase agreement, escrow instructions, ownership register, and any management agreement. Substantiality: the purchase price against the seller's balance sheet and the buyer's working-capital budget.