Investment banking guide

UAE business due diligence checklist: 40 questions before you commit

A commercial and operating checklist for buyers who need to know whether the earnings, customers and organisation survive the ownership change.

Long-form guideFree to readUpdated 21 Oct 2026

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In short

Good UAE acquisition due diligence does not ask only whether the historical numbers are accurate. It asks whether the business can keep producing those numbers without the seller. Before an LOI becomes binding, test revenue durability, customer concentration, pricing, cash conversion, working capital, owner dependency, management depth, contracts, licences, systems, capex and the first 100 days.

1 · Deal logic

Five questions before you spend heavily on diligence

What exactly are we buying?
Customers, licences, capacity, distribution, technology, talent, cash flow or speed.
Why acquisition instead of greenfield entry?
Name the operating advantage that justifies paying a control premium.
What must remain true after the founder leaves?
Identify the assumptions that support valuation and debt capacity.
What would make us stop?
Pre-agree deal-breakers before sunk cost and deal momentum weaken discipline.
What must be achieved by day 100?
Translate the investment thesis into measurable operating outcomes.

2 · Customers and revenue

Questions 6–10

What share of revenue and gross profit comes from the top five and top ten customers?
Which relationships are contractual, and which exist because of the founder?
What has retention looked like by cohort, customer and salesperson?
Which contracts contain change-of-control, termination, exclusivity or price-reset rights?
What revenue would disappear first if service quality slipped during integration?

3 · Pricing and margin

Questions 11–15

Who has authority to set price, discount or extend unusual credit terms?
How much reported margin depends on one-off pricing, owner relationships or related-party arrangements?
Does gross margin vary materially by customer, product, branch or channel?
What cost increases have not yet been passed through to customers?
Which customers are strategically important but economically unattractive after cost-to-serve?

4 · Cash and working capital

Questions 16–20

Does EBITDA convert to cash after normal working-capital requirements?
What percentage of receivables is overdue, disputed or dependent on the founder for collection?
Which inventory is obsolete, slow-moving, consigned or subject to expiry?
Which supplier terms, limits or guarantees could change after control transfers?
How much additional cash is required if customer collections slow by one cycle after close?

5 · People and owner dependency

Questions 21–25

Which customers, suppliers and employees call the owner rather than the organisation?
Who can run the company for thirty days if the founder is unavailable?
Which managers can make decisions without owner approval today?
What key-person, retention, compensation and end-of-service exposures exist?
What knowledge is undocumented and cannot be transferred through a data room?

6 · Operations and systems

Questions 26–30

Where are the single points of failure in supply, production, service delivery or quality?
Which processes depend on spreadsheets, personal devices or manual workarounds?
Are ERP, CRM, payroll, cybersecurity, backups and access controls fit for the buyer’s governance standard?
What maintenance or capex has been postponed?
Which service-level or quality failures are visible in complaints, returns, credits or rework rather than management reporting?

7 · Contracts, licences and compliance

Questions 31–35

Do licensed activities match what the company actually sells and delivers?
Which licences, leases, customer contracts, banking facilities or permits require consent on change of control?
Are there material related-party contracts, guarantees or owner-controlled suppliers?
Are tax, payroll, VAT, employee and regulatory filings complete and reconciled?
Which regulated, strategic-impact or sector-specific approvals require specialist legal confirmation?

8 · Integration

Questions 36–40

Who owns cash, customer communication, key-person retention and reporting on day one?
What must not change in the first thirty days?
Which systems and controls must change immediately?
What are the three most likely ways the investment thesis could fail during transition?
What measurable outcomes at day 100 prove the acquisition is on track?

9 · Red-flag triage

Every diligence issue needs a consequence

Classification	Meaning	Typical response
Stop	The investment thesis is no longer credible or the risk cannot be controlled.	Walk away or pause until the issue is resolved.
Structure / price	The risk is real but can be allocated or priced.	Adjust price, retention, earn-out, conditions, warranties or governance with appropriate advisers.
Integration	The target is attractive but operating repair is required.	Fund it, assign an owner and place it in the 100-day plan.
Accept	The risk is understood and within the buyer’s tolerance.	Record the rationale and monitor it after close.

10 · First data request

Ask for evidence that lets you answer the questions

Financial

Monthly P&L and balance sheet, aged receivables/payables, debt, cash, capex and working-capital history.

Commercial

Customer-level revenue and gross profit, contracts, pipeline, churn, price lists and discount history.

People

Employee list, total cost, tenure, roles, incentive plans and an organisation chart that reflects actual decisions.

Legal / regulatory

Licences, leases, permits, material contracts, disputes, guarantees and change-of-control provisions.

Operations

Supplier concentration, service KPIs, quality records, maintenance, inventory ageing and major process maps.

Systems

ERP/CRM stack, access controls, cybersecurity, backups, reporting cadence and data ownership.

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