Hvem betaler for due diligence?

Som udgangspunkt betaler køber for sin egen due diligence-undersøgelse, herunder eventuelle revisorer eller advokater, køber selv inddrager. Sælger afholder typisk kun omkostninger til at forberede egen dokumentation, eller til egen rådgiver, hvis sælger vælger at bruge en.

Kan jeg sige nej til at give oplysninger under due diligence?

Du er ikke forpligtet til at dele alt før en underskrevet fortrolighedsaftale (NDA), og visse meget følsomme oplysninger deles ofte først sent i processen. Men et vedvarende afslag på rimelige, relevante spørgsmål vil typisk skabe mistillid og kan i sig selv få en køber til at trække sig.

Hvad sker der, hvis due diligence afslører et problem?

Det behøver ikke at stoppe handlen. Ofte fører det i stedet til en justering af prisen, en garanti i overdragelsesaftalen, eller en betinget del af købesummen, der frigives senere. Kun ved alvorlige eller skjulte forhold trækker købere sig typisk helt.

Hvor lang tid før salget bør jeg forberede min due diligence-dokumentation?

Ideelt set flere måneder før du sætter virksomheden til salg. Jo mere af dokumentationen der allerede ligger klar, når en køber beder om den, jo hurtigere og mere gnidningsfrit forløber processen.

Skal jeg bruge en rådgiver til due diligence?

Det afhænger af handlens størrelse og kompleksitet. Ved mindre, simple salg klarer mange sælgere sig selv med god forberedelse. Ved større handler, eller hvis du er usikker på at navigere de juridiske og skattemæssige spørgsmål selv, kan en revisor, advokat eller mediator spare dig for både tid og penge i forhandlingen.

Due Diligence When Selling a Business: What Gets Examined — and How to Prepare

Due diligence is the investigation a buyer carries out of your business before the deal becomes final. The purpose is for the buyer to get a true and fair picture of the business's finances, operations and risks — so the decision to buy (and at what price) is based on facts, not just on what you've told them yourself. Due diligence is often the point in a business sale where most deals either genuinely fall into place or stall — which is why good preparation is one of the things that matters most for both price and process.

Short answer: Due diligence is the buyer's thorough review of your business's finances, legal matters, operations and employee affairs, before the final transfer agreement is signed. The process typically takes 4–6 weeks and covers at minimum financial, legal and operational matters — for larger deals often supplemented with tax, commercial, HR and technical due diligence. The better documentation you have ready in advance, the faster and less risky the process becomes.

The different types of due diligence

In smaller deals, due diligence is often carried out as one combined review. In larger or more complex deals, it's typically split into several tracks the buyer (or the buyer's advisors) review in parallel:

Financial due diligence

Review of accounts, cash flows, EBITDA margins, any hidden debt, and whether budgets and projections are realistic. Here the buyer will typically also ask for the accounts to be normalized, so one-off items and owner expenses are stripped out — see our guide on normalized EBITDA.

Legal due diligence

Contracts, ownership structure, licenses and permits, and any pending or past lawsuits are reviewed. See our checklist of legal matters you should have in order before a business sale (currently in Danish).

Tax due diligence

The buyer investigates whether the business's tax and VAT affairs are in order, and whether there are unresolved matters with the tax authorities. Errors here can, in the worst case, mean the buyer takes on a tax liability together with the business. See our overview of tax and VAT when selling a business.

Commercial due diligence

Here, market position, competitive situation and customer base are assessed — that is, whether the business's future earnings are realistic, not just a snapshot. See our guides to competitor analysis and market analysis, which you can advantageously do yourself before the buyer does it for you.

HR and employee matters

Employment contracts, salary levels, notice periods, pension obligations and any key employees' significance for operations are thoroughly reviewed — particularly because the Transfer of Undertakings Act means the buyer generally takes over employees on their current terms. Read more in our guide to HR due diligence and employee matters.

Technical and operational review

For businesses with production equipment, IT systems or real property, there may also be a technical review of the assets' condition and expected remaining lifespan. For digital businesses, the buyer typically also looks closer at system architecture, operational stability and any technical debt.

Ownership and beneficial owners

The buyer needs to be able to document the business's ownership structure and beneficial owners as part of the mandatory investigation. Note that access to information on beneficial owners has been restricted (currently in Danish), which can affect how this part of due diligence is approached in practice.

How long does it take?

A typical due diligence process takes between 4 and 6 weeks, but can be shorter for a simple business or longer if matters surface along the way that require closer clarification. The better prepared you are, the smaller the risk of the process dragging on. Read more about what generally affects the time spent in our guide on how long a business sale takes.

Documents you should have ready

Annual accounts and an updated balance sheet for the past 2–3 years
Customer, supplier and employment contracts
An overview of intellectual property such as trademarks, domains and patents
Documentation of beneficial owners and company structure
Insurance policies and any pending disputes
Licenses, permits and regulatory approvals, if relevant to the industry

Are you the buyer, and want to know how to approach the investigation from the other side of the table? See our guide on how a buyer analyzes a business before making an offer, and our full guide to buying a business.

How to prepare — before the buyer asks

Gather the last 2–3 years of accounts, plus an updated balance sheet and income statement.
Review and clean up important contracts — customer, supplier and employment contracts should be easily accessible and up to date.
Make a list of the business's assets, including any intellectual property such as trademarks or patents.
Be honest about weak points early in the process. Discrepancies discovered late damage trust far more than those laid open from the start.

Red flags that typically stall a deal

Accounts that don't match what the seller has said verbally
Unclear or undocumented ownership structure
Pending lawsuits or disputes not mentioned early in the process
Heavy dependency on a single customer, supplier or key employee
Missing or deficient employment contracts

What can go wrong — and how do you avoid it?

The most common reason a deal stalls during due diligence isn't necessarily serious problems — it's often missing documentation or unexplained discrepancies that create doubt in the buyer's mind. Structured preparation, ideally with an advisor coordinating the process and answering the buyer's questions, significantly reduces the risk of the deal being slowed down or the price being pushed down along the way.

Frequently asked questions about due diligence

Who pays for due diligence?

Generally, the buyer pays for their own due diligence investigation, including any accountants or lawyers the buyer brings in themselves. The seller typically only bears the cost of preparing their own documentation, or their own advisor, if the seller chooses to use one.

Can I refuse to provide information during due diligence?

You're not obligated to share everything before a signed confidentiality agreement (NDA), and certain very sensitive information is often only shared late in the process. But a persistent refusal of reasonable, relevant questions will typically create distrust and can in itself cause a buyer to withdraw.

What happens if due diligence reveals a problem?

It doesn't have to stop the deal. Often it instead leads to a price adjustment, a warranty in the transfer agreement, or a conditional part of the purchase price released later. Only in serious or hidden matters do buyers typically withdraw entirely.

How long before the sale should I prepare my due diligence documentation?

Ideally several months before you list the business for sale. The more of the documentation already ready when a buyer asks for it, the faster and smoother the process proceeds.

Should I use an advisor for due diligence?

It depends on the size and complexity of the deal. For smaller, simple sales, many sellers manage on their own with good preparation. For larger deals, or if you're unsure about navigating the legal and tax questions yourself, an accountant, lawyer or mediator can save you both time and money in the negotiation.

Facing a due diligence process, and want an experienced sparring partner to coordinate it with the buyer? Read about the Advisory & Mediation package, or see the whole sale process in our guide to selling your business in 7 steps.

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