The sellers who miss this usually think due diligence starts after the LOI. It starts months earlier, when you decide whether you are going to market with clean statements, cleaned-up state registrations, documented customer quality, and a transition story a lender can underwrite. If you are still mapping the broader sale process, the 2026 ultimate seller guide<\/a> is the right companion piece. This article goes narrower and more practical: what qualified buyers in the $1 million to $10 million range actually request, what Indiana-specific items trigger delay, and what sellers should have ready before the first serious diligence call.<\/p>\n These transactions can involve SBA debt, conventional debt, family-office capital, or strategic buyers, and each buyer applies its own underwriting process. The fee schedule is separate from the diligence question: the seller’s proceeds depend on the records, transferability, financing, negotiation and final agreements. This article is an educational checklist, not a market-wide survey or individualized legal, tax or financing advice.<\/p>\n Owners focus on price because price is easy to say out loud. Due diligence is where price turns into proceeds. A buyer who signs an LOI at $4.4 million is not promising to wire $4.4 million no matter what happens next. The buyer is saying, “If the earnings, contracts, taxes, people, and assets check out the way you represented them, this is the number I will underwrite.”<\/p>\n Here is the part most sellers do not like hearing: due diligence failures usually do not show up as one dramatic problem. They show up as a stack of smaller credibility hits. The trailing twelve months do not tie cleanly to the bank statements. The top customer is 29 percent of revenue and has no contract. The landlord has to approve the lease assignment and has not been spoken to in three years. The Indiana sales tax account has late-filed zero returns. The machinery list has book values, not useful age and condition data. Each item sounds manageable by itself. Together, they change the buyer’s risk model.<\/p>\n Take a $4.5 million Indiana services deal marketed off $900,000 of adjusted EBITDA. If diligence reduces normalized EBITDA to $820,000 and the working-capital peg comes in $120,000 higher than the seller expected, the seller is already down $520,000 before arguing about indemnity, escrows, or transition support. If the buyer then sees customer concentration or a lease issue and moves the multiple from 5.0x to 4.75x, value falls again. The seller thinks the buyer “changed the deal.” In reality, the buyer changed the underwriting because the file changed.<\/p>\n That is why a real business due diligence checklist has to be built around transferability, not paperwork volume. Buyers are asking one question the whole time: will the business produce the same cash flow after the seller is gone, under a new ownership structure, with the same employees, customers, permits, systems, and facilities still standing on day one after close?<\/p>\n Price disagreements can be negotiated. Unknown risk may lead to additional diligence, a repricing, escrow, seller financing, changed conditions, or a decision not to proceed. The effect depends on the facts, buyer, lender, and transaction documents.<\/p>\n A diligence process is staged, but timing varies by buyer, financing, consents, document readiness and agreement. The 45-day playbook below is an illustrative discipline target for the core work, not a promise; the full LOI-to-close period may be shorter or longer. Sellers should build the schedule around the actual transaction and lender requirements.<\/p>\n Indiana’s successor-liability guidance<\/a> says a Notice of Transfer in Bulk is required at least 45 days before the transfer or sale of tangible personal property when the applicable more-than-50-percent threshold is met. Applicability, required documents and timing should be confirmed with the Department and transaction counsel. This is not a universal closing deadline for every business sale. If you want to test whether a buyer’s number survives lender and diligence scrutiny, obtain a Business Valuation Service<\/a> and qualified legal advice before circulating a teaser.<\/p>\n
\nWhy Diligence Can Change an Indiana Deal<\/h2>\n
What Usually Breaks First in Indiana Diligence<\/h3>\n
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\nA Practical Due Diligence Timeline for Indiana Sellers<\/h2>\n
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