Alongside legal, financial and HR due diligence, IT and cyber due diligence has become its own discipline. Data leaks, outdated systems and missing documentation can be costly — both before and after a deal.

What does a buyer typically examine?

System landscape

Which systems run the business? Are they modern, or are critical functions built on outdated software that few (or no one) can still maintain?

Licences and ownership

Are all licences legal and transferable to a new owner? Is any in-house-built code owned by the company, or by an external developer or consultancy?

Data security

Is there a history of data leaks or security incidents? Are basic security measures in place — access control, backups, encryption?

Key-person dependency

Is there one employee (often the founder) who's the only one who understands a critical system? That's a classic risk factor a buyer will look for.

Why it's become more important

The more a business's operations and customer relationships depend on digital systems, the greater the potential risk from a data leak or outage after the takeover — and the more likely it is to affect the price or terms of the transfer agreement.

How to prepare

Get a simple overview of your systems, licences and who has access to what before you start the sale process. This naturally belongs in your data room and reduces the risk of surprises late in the process.

Frequently asked questions

Does IT due diligence only apply to tech companies?

No. Even a traditional production or service business today depends on IT systems for accounting, customer data and operations — and should therefore be able to document the same.

Can weak IT systems lower my sale price?

Yes. Outdated or undocumented systems signal a risk that buyers often price into the deal — either as a price deduction or a requirement for a transition period where you help with cleanup.

Should I have a formal IT audit before selling?

It's not a requirement, but a simple internal review — ideally with external help — can uncover problems you can fix yourself before a buyer finds them.

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