Free spreadsheet: Excel and CSV
Due diligence tracker
One row per question: who asked, who answers, status. Lawyers, accountants and the seller all work from the same list instead of questions scattered across email. It starts with 40 questions for buying a small business, each with what a complete answer looks like, when you need it, and where the answer goes in the deal.
Download the tracker (Excel)Download as CSV
40 rows, 15 columns. Updated November 2026. The Excel file adds a Status drop-down with a colour for each status, keeps the header row and the question columns in view as you scroll, and has a How to use sheet that counts the rows still open. Original work: nothing in it comes from a client deal.
Using Google Sheets? Upload the Excel file to Google Drive and open it with Google Sheets, or in a new sheet choose File > Import > Upload.
What the rows look like
5 of the 40 rows, showing the first 9 of 15 columns. The download adds Follow-up, Data room ref, Date asked, Date answered, Request list ref and Notes.
| ID | Category | Request or question | A complete answer looks like | Needed before | Where the answer goes | Status | Answer owner | Asked by |
|---|---|---|---|---|---|---|---|---|
| DD-011 | Customers | Any customer that has left, cut volume or given notice in the last three years, and why | A list naming each customer, the revenue before and after, the date, and the reason given, with any written notice attached. If no customer has left or cut volume, say so in writing. | First draft | Representations on customers; informs the price and any earnout. | Open | Seller | Buyer |
| DD-013 | Contracts | All contracts that need a third-party consent or notice on a sale of the business or a change of ownership | A list naming each contract, the clause, whether a sale needs the other party's consent or only notice, and how much notice. It covers customer, supplier, software and loan agreements and leases. 'None' should be in writing. | First draft | Consents schedule; closing condition; signed consents and notices as closing deliverables. | Open | Seller counsel | Buyer counsel |
| DD-007 | Financial | Monthly working capital detail for the last 24 months (receivables, inventory, payables, accruals), to show seasonality | Month-end balances for each item for each of the 24 months, prepared the same way every month, with receivables and payables aged by how long they have been outstanding. That lets the buyer set a normal level that allows for seasonal swings. | Signing | Working capital target (the 'peg'), the working capital definition and the price adjustment after closing. | Open | Seller / accountant | Buyer / QoE provider |
| DD-018 | Employees | Every bonus, commission, retention or sale bonus promised to anyone, in writing or by email | A list with name, amount and what triggers payment (a sale, a date, staying through closing, hitting a target), including promises made only by email or verbally. 'None' should be in writing. | Signing | Definition of transaction expenses (who pays sale bonuses); employee and benefits schedule. | Open | Seller | Buyer counsel |
| DD-036 | Transition | Bank accounts, payroll, domain registrar and software admin logins: who controls each today | A list of each bank account, payroll system, domain registrar, email and software account, who controls the login today, and whether it is in the company's name or a personal one. No passwords in the tracker. | Closing | Closing deliverables (bank signatory changes, account handovers); the transition plan. | Open | Seller | Buyer |
Status, Answer owner and Asked by are the columns you keep up to date: where each question stands, who answers it and who asked it. Every row starts at Open.
Where the answer goes is the buyer's working notes on how each answer feeds the deal. Hide or delete that column before you share a copy with the seller.
How to use it
One row per question, so the buyer, the lawyers, the accountants and the seller all work from the same list. Add a row whenever a new question comes up, and keep answered rows on the sheet so the history stays in one place. Not every row fits every deal: mark the ones that don't fit Not applicable, or delete them.
The rows are sorted by "Needed before". The First draft rows come first because they decide the price and how the deal is structured, or, like the environmental row, can start work that takes weeks. Ask for those first.
How it fits with the request list
The Legal Due Diligence Request List is what you ask the seller for. The tracker is who asked each question, who answers it and where it stands. The Request list ref column gives the matching request number in the list, or a dash where the list has none.
Columns
| Column | What goes in it |
|---|---|
| ID | The row's number. Use it to refer to the row in emails. |
| Category | The area of the business. Sort or filter by it. |
| Request or question | What you are asking for. |
| A complete answer looks like | What a full answer includes. If what arrives falls short, mark the row Partly answered and put what is missing under Follow-up. |
| Needed before | The step you need the answer for: First draft (of the purchase agreement), Signing or Closing. |
| Where the answer goes | The part of the deal this answer feeds. Representations are the statements of fact the seller makes in the purchase agreement; disclosure schedules list the details and exceptions; closing deliverables are the documents handed over at closing. |
| Status | One of the six values below. |
| Answer owner | Who is expected to answer: the seller, seller counsel, the accountant or the insurance broker. "Buyer counsel (review)" or "(search)" means buyer counsel does that work itself. |
| Asked by | Who raised the question: the buyer, buyer counsel, the quality-of-earnings (QoE) provider or the tax advisor. |
| Follow-up | The next question this answer raised, and who owes it. |
| Data room ref | Where the answer sits: the data room folder and file name, or the email it came in. |
| Date asked | The date the question went to the answer owner. |
| Date answered | The date the complete answer arrived. |
| Request list ref | The matching request number in the Legal Due Diligence Request List. "(in part)" means the list covers some of the row. A dash means the list has no matching request; many of those rows are the business questions a smaller deal turns on. |
| Notes | Anything else worth keeping on the row. Some rows come with a note on when the row applies. |
Status values
- Open: not yet sent.
- Asked: sent, no answer yet.
- Partly answered: some of it is in.
- Answered: complete, as described under "A complete answer looks like".
- Does not exist: the seller confirms there is nothing (for example, no lawsuits).
- Not applicable: the question does not fit this business.
Get every "Does not exist" answer in writing. It often becomes a statement the seller makes in the purchase agreement.
Time periods and counts
Most lookbacks are three years, which is also the request list's default and suits a small deal: financial statements, customers, claims, insurance claims, security incidents, safety records and environmental notices. Customer and supplier contracts cover the top 20, or all of them if there are fewer. Tax notices, settlements that still bind the company and open environmental matters are asked for whatever their date.
Where the tracker differs from the request list:
- Tax returns (DD-005): three years, against six in the list. Ask for more if your tax advisor wants them.
- Benefit-plan filings (DD-020): the most recent annual filing, against three years in the list.
- Working capital (DD-007): 24 months of month-end detail, enough to show seasonal swings. The list has no matching request.
Equipment, vehicles and environmental
Rows DD-037 to DD-040 are for businesses that run on equipment, trucks or a yard: equipment condition and titles, vehicle titles and liens, transportation safety records, and environmental. Mark them Not applicable if they don't fit.
Further reading
For how lawyers approach legal diligence: https://openagreements.org/practice-guides/legal-due-diligence/us
All 40 rows
Show every row (first 9 of 15 columns)
| ID | Category | Request or question | A complete answer looks like | Needed before | Where the answer goes | Status | Answer owner | Asked by |
|---|---|---|---|---|---|---|---|---|
| DD-001 | Corporate | Certificate of formation or incorporation, all amendments, and a current good-standing certificate | Copies as filed with the state, with every amendment in date order so the current version is clear. Good-standing certificates (state of formation and each state where the company is registered) are not needed for the first draft: buyer counsel can usually pull them online, and fresh ones are needed at closing. | First draft | Representations on organization and good standing; the company's exact legal name in the agreement; good-standing certificate as a closing deliverable. | Open | Seller | Buyer counsel |
| DD-002 | Corporate | Operating agreement or bylaws, and any agreement among owners (voting, buy-sell, transfer restrictions) | The signed governing document and every amendment, plus every signed agreement among the owners. If an owner arrangement exists only as a draft, an email or a handshake, say so. If there is none, say so in writing. | First draft | Representations on authority and ownership; approvals or waivers needed at closing (for example, a waiver of any right of first refusal). | Open | Seller | Buyer counsel |
| DD-003 | Corporate | Who must approve the sale (board, members, lenders, anyone with a veto), and how | A list of each person or group whose approval is needed, the document that gives them that right, the vote required, and how the approval will be given (meeting or signed written consent). It should match what the governing documents and loan papers say. | First draft | Representations on authority; closing conditions; signed approvals (owner, board and lender consents) as closing deliverables. | Open | Seller counsel | Buyer counsel |
| DD-004 | Ownership | Current ownership ledger or cap table, with every option, warrant, SAFE, phantom equity or promise of equity | One list, as of a stated date, of every owner and the shares or units each holds, tying to the governing documents and the tax returns. It includes anything promised but not issued: options, profits interests, phantom equity, SAFEs, or equity promised in an offer letter or email. 'None' should be in writing. | First draft | Representations on ownership; the list of sellers and each one's share of the price; who must sign. | Open | Seller | Buyer counsel |
| DD-005 | Financial | Monthly financial statements for the last 36 months and year to date, and the tax returns for the same years | A monthly profit and loss statement and balance sheet for every month, in the form the company actually keeps them, with year-end figures that match the tax returns. Any difference between the books and the returns should be explained in writing. The answer should say whether the statements are audited, reviewed, compiled or internal only. | First draft | Representations on financial statements; the financial statements schedule; the starting point for the quality-of-earnings review. | Open | Seller / accountant | Buyer |
| DD-006 | Financial | Bridge from net income to the EBITDA (earnings before interest, taxes, depreciation and amortization) or SDE (seller's discretionary earnings: EBITDA plus one owner's pay, benefits and personal expenses) used to price the deal, with support for each add-back (a cost the buyer will not have after closing) | A line-by-line walk from net income to the EBITDA or SDE figure used to price the deal, for each year and the year to date. Each add-back is explained and backed by invoices, payroll records or bank statements, and each one-time item says why it will not recur. | First draft | Confirms the basis for the price in the letter of intent; feeds the quality-of-earnings report and the representations on financial statements. | Open | Seller / accountant | Buyer / QoE provider |
| DD-008 | Financial | Debt and debt-like items: loans, lines of credit, leases treated as debt, deferred revenue, customer deposits, accrued bonuses, unpaid taxes | A list of each item with the lender or other party, the balance as of a stated date, the interest rate, any prepayment fee and any collateral. It should tie to the balance sheet, and should mark which items are to be paid off at closing. | First draft | Definition of debt (indebtedness) and the price adjustment for it; payoff letters and lien releases at closing. | Open | Seller | Buyer |
| DD-009 | Customers | Revenue by customer for the last three years; the top 20 customers' contracts, amendments and renewal history | A revenue-by-customer table for each year that adds up to total revenue in the financial statements, plus signed copies of each top-20 contract (or every customer, if there are fewer than 20) with every amendment, renewal and side letter. The answer should name any top customer with no written contract. | First draft | Material contracts schedule; representations on customers. | Open | Seller | Buyer |
| DD-010 | Customers | For each top customer: termination rights, change-of-control or assignment terms, exclusivity, pricing resets | For each top customer contract, a short summary citing the clause for each point: who can end it and on what notice; whether a sale or assignment needs the customer's consent or only notice; any exclusivity; and any price change triggered by a date or by the sale. | First draft | Consents schedule; material contracts schedule; consents as a closing condition or deliverable. | Open | Buyer counsel (review) | Buyer counsel |
| DD-011 | Customers | Any customer that has left, cut volume or given notice in the last three years, and why | A list naming each customer, the revenue before and after, the date, and the reason given, with any written notice attached. If no customer has left or cut volume, say so in writing. | First draft | Representations on customers; informs the price and any earnout. | Open | Seller | Buyer |
| DD-013 | Contracts | All contracts that need a third-party consent or notice on a sale of the business or a change of ownership | A list naming each contract, the clause, whether a sale needs the other party's consent or only notice, and how much notice. It covers customer, supplier, software and loan agreements and leases. 'None' should be in writing. | First draft | Consents schedule; closing condition; signed consents and notices as closing deliverables. | Open | Seller counsel | Buyer counsel |
| DD-015 | Real estate | Every lease: term left, renewal options, landlord consent to a sale or assignment, personal guarantees | Each signed lease with every amendment, plus a one-line summary: address, monthly rent, end date, renewal options, whether a sale or assignment needs the landlord's consent, the security deposit, and any personal guarantee and who gave it. | First draft | Real property schedule; landlord consent as a closing condition or deliverable; guarantee release (see DD-033). | Open | Seller | Buyer counsel |
| DD-026 | Tax | Entity tax classification and any elections (for example, S corporation status) and proof they were filed | The filed election form and the acceptance letter from the IRS, and tax returns filed the same way for every year since. If the acceptance letter is lost, say so. | First draft | How the deal is structured (asset or stock purchase, and any tax elections); tax representations. | Open | Seller / accountant | Buyer / tax advisor |
| DD-028 | Compliance | Licenses and permits the business needs to operate, who holds them, and whether they transfer | A list of each license or permit with the issuing agency, the holder's exact name, the expiration date, and whether it can be transferred or needs a new application after a sale, with copies attached. | First draft | Permits schedule; may shape whether the deal is an asset or stock purchase; transfers or new permits as a closing condition. | Open | Seller | Buyer counsel |
| DD-032 | Owner items | Assets used by the business but held by the owner personally (vehicles, equipment, real estate, accounts, domains) | A list of each item, whose name it is in, how the business uses it, and whether it will be sold with the business, leased to it or kept by the owner, with titles or registrations attached. | First draft | List of purchased assets, or transfer into the company before closing; any lease or license from the owner signed at closing. | Open | Seller | Buyer |
| DD-037 | Equipment | Equipment list: each major piece of equipment, truck and trailer, with its condition and who holds title | A list as of a stated date that ties to the fixed assets on the balance sheet: each item's make, model, year, serial number or VIN, location, condition, and whether it is owned, leased or financed (and from whom). Maintenance records for the largest items, and anything out of service or due for a major repair or replacement within a year. | First draft | List of purchased assets (in an asset purchase) or the personal property schedule; representations on the condition and sufficiency of the assets; equipment leases on the consents schedule (see DD-013). | Open | Seller | Buyer |
| DD-040 | Environmental | Environmental: permits, fuel tanks and chemicals on site, any spill, and any notice from an environmental agency | Each environmental permit or registration, with its holder and expiration date. Any fuel tanks (above or below ground), chemicals, used oil or other waste at each site, and how it is disposed of. Any spill or leak and its cleanup. Agency notices or inspection findings from the last three years, and any open matter whatever its date. Any site assessment (Phase I) of the property. 'None' should be in writing. | First draft | Environmental representations and disclosure schedule; whether to order a site assessment before signing; indemnity for conditions from before closing; permit transfers (see DD-028). | Open | Seller | Buyer counsel |
| DD-007 | Financial | Monthly working capital detail for the last 24 months (receivables, inventory, payables, accruals), to show seasonality | Month-end balances for each item for each of the 24 months, prepared the same way every month, with receivables and payables aged by how long they have been outstanding. That lets the buyer set a normal level that allows for seasonal swings. | Signing | Working capital target (the 'peg'), the working capital definition and the price adjustment after closing. | Open | Seller / accountant | Buyer / QoE provider |
| DD-012 | Suppliers | Top 20 suppliers, their contracts, and any single-source dependency | A list of the top 20 suppliers (or all of them, if fewer) with annual spend and the signed contract, or a note that there is none. For each single-source item, how long it would take to switch suppliers. | Signing | Material contracts schedule; representations on suppliers. | Open | Seller | Buyer |
| DD-014 | Contracts | Any non-compete, exclusivity, most-favored-customer or non-solicit the company has given | Each contract and clause, what it restricts (products, territory, customers or hiring), how long it lasts, and whether it would bind the buyer or its other businesses after closing. 'None' should be in writing. | Signing | Restrictive contracts schedule; representations on material contracts. | Open | Seller | Buyer counsel |
| DD-016 | Employees | Employee census (role, start date, pay, bonus, full-time or part-time, exempt or non-exempt, state) | One spreadsheet with a row per employee: role, start date, work location, pay rate, bonus or commission, full-time or part-time, exempt or non-exempt, and any leave. It should tie to the latest payroll register. Names can be replaced with ID numbers until later in the deal. | Signing | Employee schedule; representations on employment; which employees receive offers or stay on after closing. | Open | Seller | Buyer |
| DD-017 | Employees | Independent contractors: who they are, what they do, how long, and their agreements | For each contractor: what they do, start date, pay, typical hours, whether they work for anyone else, and the signed agreement. Anyone who works much like an employee (set hours, company equipment, years with the company) should be noted. | Signing | Representations on worker classification; contractor schedule; IP assignment (see DD-022). | Open | Seller | Buyer counsel |
| DD-018 | Employees | Every bonus, commission, retention or sale bonus promised to anyone, in writing or by email | A list with name, amount and what triggers payment (a sale, a date, staying through closing, hitting a target), including promises made only by email or verbally. 'None' should be in writing. | Signing | Definition of transaction expenses (who pays sale bonuses); employee and benefits schedule. | Open | Seller | Buyer counsel |
| DD-019 | Employees | Employment agreements, offer letters, and any confidentiality, invention-assignment or restrictive-covenant agreements | Signed copies, not just the template, for each current employee, and a note of anyone who never signed. Any agreement with severance, a fixed term or a payment on a sale should be flagged. | Signing | Employee agreements schedule; representations on employment; IP assignment (see DD-022). | Open | Seller | Buyer counsel |
| DD-020 | Employees | Benefit plans, the carrier documents, and any underfunding or late contributions | For each plan: the plan document and summary, the carrier or provider, the monthly cost, who is covered, and the most recent annual government filing if the plan files one. Any late or missed contribution, with dates and amounts. For any pension or union (multiemployer) plan, whether it is underfunded and by how much. 'None' should be in writing. | Signing | Benefit plans schedule; representations on benefits; what happens to each plan at closing (continue, replace or end). | Open | Seller | Buyer counsel |
| DD-021 | IP | Registered IP (trademarks, domains, patents, copyrights) and who the registered owner is | A list with each registration or application number, where it is registered, the registered owner's exact name, the status and the renewal date. Anything registered to an owner personally rather than to the company should be noted. | Signing | IP schedule; representations on IP; assignments to the company before or at closing for anything in a personal name. | Open | Seller | Buyer counsel |
| DD-022 | IP | Who wrote the code, designs or content, and the written assignment from each founder, employee and contractor | A list of everyone who created the code, designs or content (founders, employees, contractors and agencies), with a signed written assignment for each, including former contractors. Anyone without a signed assignment should be named. | Signing | Representations on IP ownership; assignments signed before or at closing to fill any gaps. | Open | Seller | Buyer counsel |
| DD-023 | IP | Open-source components and their licenses; third-party software the business depends on | A list of open-source components with the license for each (a scan report is ideal), plus each paid or licensed software tool the business depends on, whose name the account is in, and whether the license can move to a new owner. | Signing | IP and software schedule; representations on IP; any license that needs consent goes on the consents schedule (see DD-013). | Open | Seller | Buyer counsel |
| DD-024 | Tax | States where the company sells, ships or has employees, and where it collects and remits sales tax | A table by state showing sales, whether goods ship there, employees or property there, whether the company is registered there, and whether it collects and files sales tax there. Any state with sales, employees or property where the company is not registered should be listed. | Signing | Tax representations; tax indemnity for taxes from before closing. | Open | Seller / accountant | Buyer / tax advisor |
| DD-025 | Tax | Any notice, audit or open question from a tax authority, whatever its date | Each notice, audit or letter, whatever its date, with the tax authority, the tax year, the amount at issue and how it ended or where it stands, with the correspondence attached. Anything still open should be marked. 'None' should be in writing. | Signing | Tax representations and disclosure schedule; tax indemnity for taxes from before closing. | Open | Seller / accountant | Buyer / tax advisor |
| DD-027 | Litigation | Pending or threatened claims and demand letters in the last three years, and any settlement still in effect | A list with each claim or demand, the other side, what is claimed, the amount, the status and any insurance coverage, with the demand letter, complaint or settlement agreement attached. Settlements that still require the company to do or pay something are included, whatever their date. 'None' should be in writing. | Signing | Litigation representations and disclosure schedule; indemnity for known matters. | Open | Seller | Buyer counsel |
| DD-029 | Compliance | Privacy policy, the personal data the business holds, and any security incident in the last three years | The current privacy policy and terms, a short description of the personal data the business holds (customers, employees, payment data), where it is stored and who can access it, and an account of any security incident in the last three years, with any notices sent. 'None' should be in writing. | Signing | Privacy and data security representations and disclosure schedule. | Open | Seller | Buyer counsel |
| DD-030 | Insurance | Current insurance policies, the claims history for the last three years, and tail coverage for any claims-made policy | Each current policy with its declarations page, and a claims history (loss run) from each carrier covering three years. Any claims-made policy should be noted, with whether coverage continues for claims made after closing. | Signing | Insurance schedule and representations; tail coverage or new policies at closing. | Open | Seller / broker | Buyer |
| DD-031 | Liens | Lien, judgment and tax-lien searches in the company's state of organization and where its assets sit | Search results for the company and any former names, from the state filing office and wherever its assets sit, covering liens, judgments and tax liens, run before signing. Refresh before closing, so anything filed in between shows up. Each lien found should be matched to a debt in DD-008. | Signing | Lien releases and payoff letters at closing; representations on title to assets. | Open | Buyer counsel (search) | Buyer counsel |
| DD-033 | Owner items | Personal guarantees the owner has given for company obligations, and which the owner expects released at closing | Each guarantee with the lender, landlord or supplier, the obligation it covers, the amount outstanding, a copy of the signed guarantee, and whether the owner expects it released at closing. | Signing | Guarantee releases (or replacement by the buyer) as a closing deliverable. | Open | Seller | Buyer counsel |
| DD-034 | Related parties | Any contract, loan or arrangement between the company and an owner, relative or affiliate | A list of each arrangement (rent, loans, relatives on payroll, shared services, purchases from an owner's other company) with its terms, annual amount and whether it is in writing, and which ones end at closing and which continue. 'None' should be in writing. | Signing | Related-party representations and disclosure schedule; agreements ended or signed at closing; may change the add-backs (see DD-006). | Open | Seller | Buyer counsel |
| DD-035 | Transition | What the seller will do after closing, for how long, and who at the company holds the key customer and supplier relationships | A written description of what the seller will do, for how long and for what pay, and a list of key customer and supplier relationships with the person who holds each one and who will make the introductions. | Signing | Transition services or consulting agreement; any employment agreement for the seller. | Open | Seller | Buyer |
| DD-038 | Equipment | Vehicle titles and liens: the title for each vehicle and trailer, whose name is on it, and any lender listed | A copy of each title (front and back) or the state's electronic title record, with a VIN matching the DD-037 list, showing the owner's exact name and any lienholder. For each loan: the lender, the payoff amount and whether it is paid off at closing. Note any vehicle titled to an owner personally or to another company (see DD-032). | Signing | Payoff letters and lien releases at closing; signed-over titles as closing deliverables; representations on title to assets. | Open | Seller | Buyer counsel |
| DD-039 | Compliance | Transportation safety records, where the business runs commercial trucks: DOT number, safety rating, inspections, crashes and driver files | The USDOT number and any operating authority, the current safety rating if any, and three years of roadside inspection, violation and crash history. Driver qualification files and drug and alcohol testing records. Any safety audit, warning letter or out-of-service order, and how it was resolved. Much of the federal record is public by DOT number, so check the seller's answer against it. | Signing | Permits schedule and compliance representations; whether the DOT number and operating authority stay with the company or must be applied for again (see DD-028); insurance cost after closing (see DD-030). | Open | Seller | Buyer counsel |
| DD-036 | Transition | Bank accounts, payroll, domain registrar and software admin logins: who controls each today | A list of each bank account, payroll system, domain registrar, email and software account, who controls the login today, and whether it is in the company's name or a personal one. No passwords in the tracker. | Closing | Closing deliverables (bank signatory changes, account handovers); the transition plan. | Open | Seller | Buyer |
Before you use it
The tracker is a starting point. Your lawyer and accountant will add, cut and reword rows for the business you are buying.
Download the tracker (Excel)Download as CSV
40 rows, 15 columns. Updated November 2026. The Excel file adds a Status drop-down with a colour for each status, keeps the header row and the question columns in view as you scroll, and has a How to use sheet that counts the rows still open. Original work: nothing in it comes from a client deal.
Using Google Sheets? Upload the Excel file to Google Drive and open it with Google Sheets, or in a new sheet choose File > Import > Upload.