B2B e-commerce store due diligence

Once a letter of intent is signed on a B2B e-commerce store, diligence should move quickly toward the handful of things that actually break deals in this category: the receivables, the largest customer accounts, the technical integrations that keep them ordering, and the pricing logic behind every quote. Each needs its own specific verification step, because a summary financial package can look identical whether these are genuinely healthy or quietly propped up, and the difference between the two only shows up once someone actually goes looking for it.

Pull the real receivables aging, not the summary total

Ask for the full accounts-receivable aging report broken out by customer, not just a total balance, and look specifically for a pattern of extended or overdue terms tolerated for one or two large accounts. A finding here usually means the reported earnings have been overstating how much of that revenue reliably converts to cash, and it typically becomes a direct price adjustment rather than a note in a report, because it changes what the buyer is actually acquiring. Comparing the aging report against bank deposits over the same period is a useful cross-check that the receivables reported as collected were actually received.

Talk to the key accounts directly, with the seller’s cooperation

Where a small number of customers carry a large share of revenue, the single most informative diligence step is often a direct, seller-facilitated conversation confirming the account intends to continue under new ownership and on similar terms. An account that hesitates, or signals it plans to renegotiate once ownership changes, is close to the clearest deal-changing finding available in this sub-sector, and it is far better to learn it before closing than after.

Search the personal property registry for existing claims on the receivables

A secured lender or a factoring company can register a security interest against a business’s accounts receivable, and that registration would mean the receivables you are counting as an asset are already pledged to someone else, in whole or in part. A registry search against the seller’s corporate name, cross-checked with the receivables ledger itself, confirms whether this is the case, and any registered interest that is not being discharged at closing needs to be accounted for directly in the purchase price or the closing conditions.

Technically verify the integrations, not just their existence

Confirming that a punchout or EDI integration with a major account exists is not the same as confirming it can be maintained or reassigned to a new corporate entity — have someone technically qualified review the actual configuration and the account’s own requirements for reassignment. A finding that a key integration cannot be rebuilt or transferred on the timeline the deal needs is a serious one, because it risks an order disruption with exactly the account the business depends on most. Ask the account’s own procurement or IT contact directly what their process and timeline for reassigning a vendor integration actually is, rather than relying on the seller’s estimate.

Test whether the pricing logic can actually be reconstructed

Ask to see the pricing and quote logic applied to several recent orders and confirm it matches what is documented, or would be reconstructable, without the founder personally involved. Where custom pricing exists only as informal judgment calls, this is a finding that affects operational continuity more than price directly — it means quoting new orders correctly after closing may not be possible without significant rebuilding work.

Review contracts for assignment and consent requirements

Go through the customer contracts and pricing agreements specifically for assignment clauses requiring the customer’s consent, and identify which key accounts will need active outreach before or at closing rather than simply transferring by default. A contract that cannot be assigned without consent, held by an account that has not yet been approached, is a timing risk for the closing date as much as a legal one, and it is worth building extra time into the closing schedule specifically for the largest of these accounts.

Check for cross-border exposure if any customers are in the U.S.

Where the store sells to business customers south of the border, U.S. state sales-tax nexus questions run separately from, and in addition to, the store’s Canadian GST/HST position, and a diligence review should confirm whether this exposure has been assessed at all rather than assumed away. An unaddressed nexus question does not necessarily kill a deal, but it is the kind of finding that should be quantified before closing rather than discovered afterward.

What these findings usually mean for the deal

A receivables gap or an unassigned contract are typically manageable through a price adjustment or a closing condition. An account that signals it will not continue, or an integration that genuinely cannot be reassigned in time, are the findings most likely to change the deal materially, because they go directly to whether the revenue the price was based on will still exist after closing, rather than simply affecting how much work is needed to keep it there.