The purchase agreement and escrow instructions, complete source-of-funds evidence, the target business's financial statements, payroll records and material contracts, corporate formation and ownership documents, a lease or premises evidence, and a business plan covering at least five years.
Two stacks: where the money came from, and what it bought
Treat the file as two separate stacks and it becomes manageable. The money stack traces every dollar from a lawful origin to the escrow account: sale agreements for assets liquidated, tax filings reporting the proceeds, loan agreements and security documents for anything borrowed, and consecutive bank statements with no unexplained gaps. The business stack shows what the money is buying and that it is a genuine going concern: three years of financial statements if available, tax returns, the payroll register, customer contracts, supplier agreements, the premises lease, licences and permits. The business plan sits on top and connects them, projecting staffing and revenue in a way the historical numbers make credible. Plans that project implausible growth undermine the rest of the file rather than strengthening it.
Hypothetical example: a portable-neuromonitor calibration company is sold without clear technician payroll records. The review should decide whether historical records support the staffing projection, using seller financials, payroll, lease, escrow instructions, source documents, and plan. Build an exhibit list naming what each item proves and where its date appears. Obtain a replacement or explanation while the source is available. The common error is that a hiring promise is weak when transaction documents show no operating capacity. Reconcile names, dates, amounts, and role descriptions before reliance.