Built by Wes Forgione, who has guided 400+ business transactions to close.
Tell us where to send it. You'll see your results on the next screen, along with the specific gaps to address before you go to market. We treat everything you share as confidential and use it only to follow up if you'd like.
This audit is for informational purposes only and is not legal advice.
A buyer's lawyer will find every gap in due diligence. This free 31-point audit finds them first, while you still have time to fix them.
Takes about 4 minutes
Most founders believe they're ready to sell. Most aren't. At least not on paper. The legal gaps that derail deals or reduce purchase price are almost always preventable. They're just invisible until a buyer's lawyer finds them.
This audit covers the five legal dimensions that matter most in a private business sale: corporate structure, contracts, employment, intellectual property, and financial and regulatory compliance.
Check every item you can answer yes to today, not what you're planning to do. Your score tells the story.
If you're unsure about a question, leave it blank. It will be flagged as an action item in your results, so you know exactly what to further investigate and fix if necessary.
01 / Corporate Structure & Governance
Is your house in order?
The first thing a buyer's lawyer does is review your corporate records. If your paperwork is messy or out of date, it's a red flag and signals that other things might be too.
My company's official records, also known as the Minute Book, are up to date. It shows the share structure and who owns shares, who the directors and officers are, includes the articles and bylaws, and records major decisions made over the years.
Decisions made by the shareholders and directors have been properly written as resolutions and are duly signed. No other pertinent decisions have been made on a handshake and are not written down.
It's crystal clear who owns shares in the company. There are no side deals, IOUs, or "we agreed on this verbally" arrangements floating around.
There are no disputes or disagreements between shareholders that could surface during a sale.
My shareholder agreement (if I have one) doesn't contain rights of first refusal, drag-along, or tag-along provisions that could complicate or block a transfer to a new buyer.
My company is in good standing with the government. Yearly filings are done and I haven't received any notices that something is overdue or missing.
02 / Contracts & Commercial Relationships
Will your contracts survive the sale?
Many business contracts have hidden clauses that cancel them the moment the business changes hands. A buyer is paying for your relationships, they need to know those relationships will carry over.
My main customer contracts don't have a clause that lets the customer walk away just because the business was sold to someone new.
Compile all main customer contracts now so they are ready for buyer due diligence.
My key supplier agreements can be passed on to a new owner without the supplier being able to cancel them.
Compile all key supplier relationships and agreements now so they are ready for buyer due diligence.
All of my important business relationships are documented in writing. I'm not relying on handshake deals or "we've always just done it this way."
None of my major contracts are about to expire in the next year in a way that could make a buyer nervous about what happens after closing.
I'm not currently in a dispute with any customer, supplier, or partner, and no one has threatened to terminate a significant contract.
If I lease my business premises or major equipment, those leases can be transferred to a new owner, and none are about to expire in a way that would unsettle a buyer.
No single customer makes up such a large share of my revenue that losing them would seriously damage the business. A buyer won't see dangerous concentration in one account.
The business can run day to day without me personally. Key relationships, know-how, and operations don't live only in my head, and a buyer could step in without the whole thing depending on me.
03 / Employment & People
Is your team on paper?
People issues are one of the most common sources of surprise costs in a sale, things like back pay owed, employees who are owed more notice than you'd think, or staff who could walk out the door with your clients.
Every employee has signed written employment agreements containing non-solicitation provisions and confidentiality provisions.
Anyone I pay as an independent contractor is genuinely working independently. They're not basically an employee in all but name.
Misclassification is one of the most common and costly surprises buyers find.
There are no active complaints, lawsuits, or claims from current or former employees. Nothing sitting in the background that could surface during a sale.
My payroll taxes and HST are fully paid and up to date. There's nothing owing to the CRA that a buyer might inherit.
04 / Intellectual Property
Do you actually own what you think you own?
Buyers are often paying for your brand, your systems, and your know-how. If those things technically belong to a freelancer, a co-founder, or your personal holding company rather than the business itself, that's a serious problem.
Anything created for the business by a contractor or freelancer, including logos, software, content, and tools, was formally signed over to the company, not just "understood" to be ours.
The business (not me personally) is the registered owner of our brand name and any related trademarks.
The business controls our website domain and social media accounts. They're not registered under my personal email or a former employee's or contractor's account.
If we have any registered trademarks or patents, they're current and properly maintained.
If you don't have any registrations, check this one. It doesn't apply.
No one has ever accused us of copying their brand, content, or technology, and we haven't received any cease-and-desist letters or legal threats.
All the software and digital tools we use day-to-day are properly licensed. We're not using anything we shouldn't be.
05 / Financial, Tax & Regulatory
Are your finances clean and current?
Buyers and their accountants will go through your numbers with a fine-tooth comb. Anything that looks like it's been swept under the rug, or that creates future liability, will come off the purchase price.
My corporate tax returns have been prepared and filed by a Chartered Professional Accountant every year, they're fully up to date, and there's nothing unresolved from past years with the CRA.
Obtain at least the prior three to five years of financial statements now so they are ready for buyer due diligence.
My business has all the licences and permits it needs to operate legally, and they're all current.
There are no lawsuits, regulatory investigations, or financial obligations lurking in the background that I haven't disclosed.
My personal money and business money have always been kept separate. A buyer looking at the books wouldn't find personal expenses mixed in.
I've had a conversation with my accountant about how a sale would be structured and what the tax impact would be for me personally.
My financials have been formally prepared by a CPA firm according to Generally Accepted Accounting Principles ("GAAP"), either in the form of a compilation, review, or audit engagement.
Credit to David Prowse for contributing this question.
I can forecast my financials with reasonable accuracy at least one year into the future.
Credit to David Prowse for contributing this question.
This audit is for informational purposes only and does not constitute legal advice. Results do not create a solicitor-client relationship.
Items to address before going to market
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Wes Forgione works with founders and their brokers to close legal gaps before they become negotiating leverage for a buyer. A 30-minute call costs you nothing. A surprise in due diligence might cost you considerably more.
Important: This is a self-scoring audit intended to give general guidance, not legal advice. It reflects general information current to July 20, 2026, and it is not legal, tax, accounting, insurance, or investment advice. It doesn't replace advice about your specific situation, and completing it doesn't create a lawyer-client relationship. Laws, government rules, and tax rates can change, and how they apply depends heavily on the facts. Talk to a qualified Ontario lawyer and tax professional before buying or selling a business, signing a letter of intent, or closing a deal.