A marketing agency buyer checklist covers how concentrated revenue is in the largest few clients, contract notice and change-of-control termination rights, how much of the client relationship follows the founder personally, staff non-solicitation terms, and how client advertising dollars are tracked when the agency buys media.
Reviewed
This checklist covers what to verify before buying a Canadian marketing, advertising or creative agency. An agency’s value depends heavily on how concentrated its client base is, how much of the work follows the founder personally rather than the firm, and — for agencies that buy media on a client’s behalf — how cleanly client advertising dollars are tracked, which is where this checklist focuses rather than repeating general professional-practice diligence.
Calculate real client concentration, not the headline client list
Calculate what share of revenue comes from the largest few clients, and review whether each relationship is under a signed contract or an informal, ongoing arrangementAn agency’s client roster can look impressive while a small number of accounts actually drive most of the revenue, and losing even one of those accounts shortly after a sale can change the business’s economics entirely.
Review the largest client contracts for term length, termination notice periods and any clause letting the client exit specifically because of a change in agency ownershipA short notice period or a change-of-control termination right means a client the buyer is counting on can walk away on short notice right when continuity matters most.
Break down revenue between retainer-based work and one-off project engagements, and confirm how much of the retainer base has actually renewed over the past several cyclesRecurring retainer revenue is worth more to a buyer than the same dollar figure in project work, because it says something concrete about how likely clients are to still be there next quarter.
Confirm how much of the agency actually follows the founder
Ask which client relationships the founder or a departing principal personally manages, and how much of total billings those relationships representAn agency built around one person’s personal relationships and creative direction can lose a meaningful share of its clients once that person steps back, regardless of how capable the remaining team is.
Review the transition and consulting arrangement being offered by the departing owner and confirm it is realistic given how client-facing that person currently isA vague promise to help out for a few months is not the same as a documented transition plan, and a buyer should press for specifics on who introduces the new owner to each key client and when.
Confirm staff non-solicitation and non-competition terms in employment agreements, and review whether they would actually restrict a departing account lead from taking clients elsewhereAn account lead who leaves shortly after the sale and is free to solicit their former clients can take meaningful revenue with them, and a weak or missing non-solicit gives a buyer little recourse.
Check ad-spend pass-through billing and intellectual property
If the agency buys media or manages advertising budgets on behalf of clients, confirm how client ad spend is held and billed, and reconcile it against actual media invoicesMedia buying agencies often pass client advertising dollars through their own accounts before paying media vendors, and a gap between what a client funded and what was actually spent is a liability, not a bookkeeping detail, that a buyer needs identified before closing.
Confirm ownership of creative work product, campaign assets and any proprietary tools or templates, and check whether any of it was built by a contractor without a signed work-for-hire or assignment agreementA missing IP assignment from a freelance designer or developer can mean the agency does not actually own work it has been reselling to clients for years.
Ask whether any platform partner status — such as a media platform’s certified-partner or preferred-agency designation — is tied to the agency itself or to specific individuals, and confirm whether it transfersSome platform partnership tiers depend on individual staff certifications or performance history, and losing that status after a change of ownership can affect both credibility with clients and access to beta tools or discounted ad credits.
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.