eCommerce due diligence: what buyers check and how to prepare

Short answer. In eCommerce due diligence the buyer checks everything you've stated: revenue against bank statements and payouts, costs against invoices, add-backs against evidence, plus accounts, contracts, trademarks, suppliers and customer data. It usually takes weeks to months. Sellers who build the data room before going to market answer faster and give buyers fewer reasons to renegotiate.

Key takeaways

• Due diligence is the buyer verifying what you've said. Nothing more, nothing less.
• Financial checks start from the bank, not from your P&L.
• Ownership of accounts, domain, trademarks and designs matters as much as the numbers.
• Customer data comes with privacy rules, and buyers will ask how your lists were built.
• Build the data room before the first buyer asks, and keep the store running while it happens.

What is due diligence, from the seller's side?

After you sign a letter of intent, the buyer gets a period of exclusivity to check the business. That's due diligence. They ask for documents, ask questions, ask more questions, and compare everything with what you told them.

From your side it's a long series of requests, usually while you're still running the store. Documents, questions, checks, more questions. It takes months, not days, and running it while also running the store is when performance tends to drop.

The goal isn't to pass a test. It's to make sure nothing the buyer finds changes their view of the price.

What do buyers check? The checklist

Financial

• Monthly P&L for 12 to 24 months, ideally the version you shared before the letter of intent.
• Bank statements for the same period, for every account the business uses.
• Payout reports from Shopify Payments, PayPal, Stripe, Amazon and other channels.
• Ad platform invoices for every month.
• Supplier invoices, freight and duties.
• Add-backs schedule with invoices and bank lines.
• Tax filings, including VAT or sales tax returns.
• Any loans, leases or other liabilities.

A clean P&L that ties to the bank makes this section short. A P&L built on dashboard numbers makes it long and painful.

Sales and customers

• Revenue by product, by channel and by country.
• New versus returning customers, and repeat purchase rates.
• Refund, return and chargeback rates over time.
• Email and SMS list size, growth and revenue.
• Reviews and customer complaints.

Marketing

• Read access to ad accounts, or screen-shares of them.
• Account history: restrictions, appeals, policy warnings.
• Analytics access or exports.
• Creatives and test history.
• Influencer and affiliate agreements.

Operations

• Supplier list and written terms.
• 3PL agreement and inventory reports.
• Inventory by SKU with landed cost.
• Written processes for the main functions.
• Who does what: team, freelancers, agencies.

Legal and ownership

• Company documents and who owns the shares.
• Domain registration and owner.
• Trademark registrations in your main markets.
• Ownership of product designs, photos, copy and moulds.
• Contracts with suppliers, 3PL, agencies, freelancers, influencers.
• Any disputes, past or ongoing.
• Product compliance: labels, certifications and safety requirements for your category and markets.

Data and privacy

• How email and SMS subscribers were collected and what they consented to.
• Your privacy policy and cookie consent setup.
• Where customer data is stored and who can access it.

Buyers ask about this because privacy rules, such as the GDPR in the European Union, govern how personal data can be used, including after a business changes hands. A list built with clear consent is an asset. A list with unclear origins is a liability.

Technology

• Shopify plan, apps and their subscriptions.
• Theme ownership and customisations.
• Integrations and any custom code.
• Access list: who has admin access to what.

How deep will the buyer go?

It depends on who's buying. An individual buying a small store may focus on bank statements, payouts and account access. A fund or an aggregator will usually go much further, sometimes with an accounting firm preparing a quality of earnings review and lawyers checking every contract.

Either way, the principle is the same. Expect every number you've shared to be traced back to a source.

What problems come up most often?

1. Revenue that doesn't reconcile with payouts and the bank.
2. Costs paid personally that aren't in the P&L.
3. Add-backs without evidence. See our guide to add-backs.
4. Accounts in personal names: ad accounts, domain, email platform.
5. No written supplier terms, or designs owned by the supplier.
6. Unregistered trademark, or registered only in one market.
7. Performance drop during the process, because the founder is busy with the sale.

Each of these is a reason to renegotiate. We explain how that happens in lowball offers and re-trades.

How do I prepare?

Build the data room before going to market

A folder structure that mirrors the checklist above, with every document named consistently: "2026-03 Bank statement Main account.pdf", "2026-03 Meta invoice.pdf". When the buyer asks, you grant access the same day.

Do your own review first

Go through the checklist as if you were the buyer. Every document you can't find, every number that doesn't tie, every account in your name: fix it or write down why it is the way it is.

Write down known issues

A short "disclosures" document listing the weak points and what you've done about them. Problems disclosed before the letter of intent are part of the price. Problems found during due diligence are reasons to cut it.

Name one person to answer

Questions should go to one place and get answered in writing, with the document attached. It keeps answers consistent and creates a record.

Plan access to accounts

Never share passwords. Use staff accounts, partner access or screen-shares that you control and can remove.

Keep running the store

This is where many sales lose value. Keep testing, keep restocking, keep answering customers. A store that holds or grows during due diligence keeps its price.

How should the data room be organised?

A simple structure that mirrors how buyers work through the checklist:

Keep a short index file at the top that lists every document and its date. When a buyer asks "do you have X?", the answer is a folder number, not a search through your inbox.

Update the monthly folders while the process runs. Due diligence often lasts long enough that the buyer will ask for the latest months before signing.

How long does it take?

Long enough that you need a plan for the business while it happens. The length depends on the buyer, the deal and your preparation, which is why we don't promise a date. Our article on how long it takes to sell an eCommerce business explains what speeds it up and what slows it down.

How WiseExit helps

The buyer checks everything you've stated. We prepare the answers with you, so the numbers hold up and the store keeps running while it happens.

If you want to know how ready your numbers are, request a free valuation. We look at 12 to 24 months of numbers and send you a realistic range with a list of what to fix. Answer in 24 hours, zero upfront costs, no commitment to sell.