What should I check in accounts receivable before buying?
Age them first: a receivable past ninety days is closer to a write-off than an asset, and the aged listing tells you more than the balance-sheet total. Then establish whether receivables are included in the sale at all, who collects them after closing, and what happens to anything uncollected — because silence on that point favours whoever is better advised.
Receivables look like the simplest line on a small-business balance sheet and they are routinely the one where a buyer quietly overpays. The total is a number; the ageing is the information.
The aged listing, not the total
Ask for receivables aged by thirty, sixty, ninety and over-ninety days. A business with most of its balance inside thirty days is collecting well. One with a third sitting past ninety either has customers who do not pay or a seller who has stopped chasing — and both are your problem once you own it.
Test a sample against something independent
A receivables ledger is a document the seller produced. Reconcile a sample against invoices and against the bank deposits that followed them, and look for balances that have not moved in months, round-number entries, and amounts owing from related parties. A receivable from the owner’s other company is not a receivable in any useful sense.
Who collects is a drafting decision
There are several ordinary answers — receivables excluded and retained by the seller; included at a discount reflecting the ageing; or included with the seller guaranteeing collection and reimbursing what the buyer cannot collect within a set period. All three are reasonable. None of them is the default, so the purchase agreement has to say which applies.
Concentration matters as much as ageing
A clean thirty-day balance owed almost entirely by one customer is a different risk from the same balance spread across sixty. If that customer leaves when the owner does, you have both a receivable problem and a revenue problem — which is where this joins up with key person dependency.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryReviewing Accounts Receivable Before You Buy
- 02Treadstone LawLegal commentaryAccounts Receivable After a Business Sale — Ontario
- 03Canada Revenue AgencyGovernmentSelling a business
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