Organize the records a buyer and advisers are likely to need: governing documents, ownership ledger, financial statements, tax filings, contracts, backlog, receivables, project files, licenses, firm registrations, insurance, claims history, employee agreements, benefits, leases, software rights, and key policies. Confirm that records are accurate, complete, and stored securely. Note restrictions on assignment, change of control, confidentiality, data use, and client notice. Identify missing consents or renewals early. Do not alter or destroy records that may be relevant to a transaction, claim, or retention duty. Establish a controlled process for sharing sensitive information and track who receives it. A document list is not a substitute for legal diligence or a quality of earnings review. The buyer may request other materials based on the deal.
Begin with an index, not a rush to upload everything. Assign an internal owner for each category, record the date and source of each file, and flag gaps or conflicting versions. Check that financial statements reconcile to tax filings and that project backlog reflects signed work, current scope, and known schedule changes. For receivables, note aging, disputed invoices, retainage, and collection history. For claims and insurance, gather policies, notices, and correspondence with counsel, then ask counsel how sensitive records should be handled.
Engineering records need special care. Confirm who owns project files, drawings, calculations, specifications, and software models, and whether contracts or client rules limit transfer or disclosure. Verify that licenses, firm registrations, and certificates of authorization match current names, locations, and responsible professionals. List project obligations that may continue after a sale, including warranties, record retention, and ongoing services.
Review employment records for agreements, compensation commitments, benefits, accrued leave, and confidentiality provisions. Check leases, equipment obligations, software subscriptions, and debt documents for consent or termination rights. Ask an attorney to identify change-of-control, assignment, notice, and data privacy issues. Ask a CPA or credentialed valuation professional which financial support will help explain recurring earnings and working capital.
Use a secure, permission-based repository and keep a log of who has accessed sensitive information. Do not send employee, client, or claim records casually by email. A buyer's requests will vary with the transaction.
This is general education, not legal, tax, investment, or engineering advice; licensed PE judgment and local codes govern.
